Unassociated Document


    


    


    PERFECTENERGY
      (SHANGHAI) LIMITED

    


    Employment
      Agreement

    


    


    Name:
      Zhou Diping

    


    Employment
      No.: 205003

     

     

     

     

     

     

     

     

     

     

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Agreement
      No. 

    
      	 	 
	
              Party
                A: 

            	
              Perfectenergy
                (Shanghai) Limited

            
	 	 
	
              Authorized
                Signature:

            	 
	 	 
	
              Date:
                

            	
              September
                1, 2005

            
	 	 
	
              Party
                B:

            	 
	 	 
	
              Signature:

            	
              /s/
                Zhou Diping

            
	 	 
	
              Date:

            	
              September
                1, 2005

            


    

    


    Party
      A
      and Party B (hereinafter the “Parties”), pursuant to the PRC Labor Code and
      related laws and regulation, enter into this agreement in order to establish
      an
      employment relationship and ascertain their respective rights and
      obligations:

    


    
      	1.	Position and Duties	 


    

     

    
      	 	 	 


    

    
      	 	
              1.1.

            	
              Party
                A agrees to employ Party B as a contract-based employee, and Party
                B is
                hereby employed as Vice General Manager in the office of the General
                Manager.

            


    

    


    
      	 	
              1.2.

            	
              Party
                B’s duties and work and reporting procedures shall be in accordance
                with
                Party A’s charter documents and company policies. On matters not addressed
                by the charter documents and/or company policies, Party A shall act
                in
                accordance with the fundamental principles of diligence and
                responsibility, and such matters shall be determined based on applicable
                industry standards. Party B shall diligently carry out his duties
                without
                exceeding the scope of his rights or violating procedures and policies,
                and without harming Party A’s interests. Party A reserves the right to
                pursue legal remedies against Party B for any violation thereto.
                Party B’s
                duties shall include such other duties as determined and required
                by Party
                A. 

            


    

    


    
      	 	
              1.3.

            	
              During
                the term of this agreement, Party B shall devote all of his working
                time,
                efforts, professional experience and skills to his employment for
                the
                benefits of Party A, and Party B agrees not to be separately employed
                without Party A’s prior consent. 

            


    

    


    
      	
              2.

            	
              Term
                of the Agreement; Probation Period

            


    

    


    
      	 	
              2.1

            	
              The
                term of this agreement is three years, from September 1, 2005 to
                August
                31, 2008, which includes a probation period of _____ months, from
                _____ to
                _____.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              2.2

            	
              The
                Parties agree that during the probation period, Party B’s compensation
                shall be _____ of the standard salary set forth herein.
                

            


    

    


    
      	 	
              2.3

            	
              The
                Parties agree that during the probation period, either Party may
                terminate
                this agreement, provided that Party B must notify Party A three days
                in
                advance, while Party A is not obligated to notify Party B and may
                terminate Party B immediately. 

            


    

    


    
      	 	
              2.4

            	
              The
                Parties agree that in the event this agreement is terminated during
                the
                probation period, Party B shall facilitate in the transfer of his
                work as
                of the time of the termination and shall immediately return all files
                and
                things of Party A, the failure of which shall entitle Party A to
                withhold
                Party B’s compensation earned during the probation period, as well as to
                seek damages and other legal remedies.


            


    

    


    
      	 	
              2.5

            	
              The
                Parties agree that the term of this agreement is three years, beginning
                from the date of the Parties’ execution of this agreement and including
                the probation period. If this agreement is unilaterally terminated
                during
                the probation period, this agreement shall terminate as of that
                termination date.

            


    

    


    
      	
              3.

            	
              Background
                Check.

            


    

    


    Party
      B
      agrees to furnish, at the request of Party A, records and information (including
      original documents) relating to Party’s status, education, accolades,
      professional qualifications, work experience and health certificate, which
      shall
      be furnished prior to entering into this agreement

    


    
      	
              4.

            	
              Warrants
                and Representations. 

            


    

    


    
      	 	
              4.1

            	
              At
                the request of Party A, Party B hereby represents that entering into
                this
                agreement shall not infringe on the rights of other parties, and
                Party B
                shall be solely liable if the
                contrary.

            


    

    


    
      	 	
              4.2

            	
              Party
                B hereby warrants to Party A that the records and information furnished
                to
                Party A in accordance to this agreement and hereafter are true, in
                effect
                and in compliance with applicable law.


            


    

    


    
      	 	
              4.3

            	
              Party
                B agrees that in the event any of Party B’s records and information
                furnished hereunder is false, ineffective or illegal, Party A shall
                have
                the right to terminate this agreement immediately and to reciver
                from
                Party B any resulting damages.

            


    

    


    
      	
              5.

            	
              Compensation

            


    

    


    
      	 	
              5.1

            	
              The
                Parties agree that Party B’s compensation during the term of this
                agreement shall be Three Hundred Thousand RMB, including Two Hundred
                Forty
                Thousand RMB as base salary, _____ RMB in performance-related pay,
                and
                Sixty Thousand RMB as qualification pay. Party B shall determine
                the
                amount of tax to withhold, which amount will be withheld and paid
                by Party
                A. During the term of this agreement, Party A reserves the right
                to adjust
                compensation based on Party B’s job performance.
                

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              5.2

            	
              The
                Parties agree that the compensation provision of this agreement shall
                be
                amended by adjustments to Party A’s employee compensation chart for any
                increase in Party B’s compensation. Party A shall notify Party B in
                advance of a decrease in compensation, and Party B shall have the
                right to
                accept such decrease in compensation or to terminate this agreement
                without any liabilities. 

            


    

    


    
      	 	
              5.3

            	
              The
                Parties agree that compensations shall be paid on or before the 10th
                day of
                each calendar month, either by direct deposit or in cash. Party A
                may
                delay payment of compensation under limited extraordinary circumstances,
                but in no event exceeding 10 days. 

            


    

    


    
      	
              6.

            	
              Labor
                Insurance and Benefits.

            


    

    


    
      	 	
              6.1

            	
              After
                the probation period, Party A shall make regular payments on behalf
                of
                Party B toward social security in accordance with governmental
                mandates.

            


    

    


    
      	 	
              6.2

            	
              Party
                B shall be entitled to all governmentally mandated holidays, as well
                paid
                leaves such as annual leaves and leaves for marriage, funeral and
                childbirth. During the employment term, if Party B requires medical
                leave
                due to illness or injuries unrelated to work, Party A shall determine
                the
                length of the medical leave based on applicable regulations.
                

            


    

    


    
      	
              7.

            	
              Periodic
                Examinations

            


    

    


    The
      Parties agree that Party A will administer at least four work-based
      examinations, the passing standards and method of administration to be
      determined by Party A. Party B agrees that Party A shall have the right to
      terminate this agreement if Party B cannot satisfactorily pass any two
      consecutive examinations.

    


    
      	
              8.

            	
              Promotions
                and Demotions

            


    

    


    The
      Parties agree that during the term of this agreement, Party A shall have the
      absolute discretion to promote and/or demote Party B based on Party B’s job
      performance. The Parties further agree that in the event Party B does not accept
      Party A’s determination to demote Party B, Party B shall have the right to
      terminate this agreement, in which event Party A shall pay Party B compensation
      until the agreement termination date. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              9.

            	
              Training

            


    

    


    The
      Parties agree that Party A may require, depending on work requirements or the
      nature of Party B’s work, Party B to participate in training programs, and that
      after accepting Party A’s training program, Party B must fulfill time at work of
      at least five times but no more than twenty times the total amount of time
      for
      the training (which may be set separately pursuant to a written agreement of
      the
      Parties) unless Party A determines otherwise.

    


    After
      participating in Party A’s training program, if Party B unilaterally terminates
      this agreement, Party A reserves the right to seek training costs from Party
      B,
      including without limitation tuition, room and board, transportation and wages
      paid during training program. 

    


    With
      Party A’s consent, Party B may be reimbursed for fees (tuition) paid for
      training programs that relate to Party A’s business that Party B voluntarily
      participates, with the reimbursement method to be determined at Party A’s
      discretion.

    


    The
      parties shall enter into separate written agreement for training programs to
      be
      paid by Party A. With respect to any training program that the parties did
      not
      enter into a separate agreement, for each full year of employment that Party
      B
      completes, measured from the day after the completion of the training program,
      20% of the costs that Party A may seek from Party B pursuant to this section
      shall be waived. 

    


    
      	
              10.

            	
              Special
                Employment Status

            


    

    


    Party
      B
      is deemed employed as a highly qualified professional, and Party A has, at
      the
      request of Party B, applied with the appropriate provincial agency for approval
      of Party B’s employment with Party A. Accordingly, upon the completion of the
      application process, Party B shall remain employed with Party A for _____ years,
      and if Party B resigns from or leaves his employment prior to completing the
      required years, Party B shall pay damages in the sum of _____, determined pro
      rata. Upon the completion of each year of employment, the requisite damages
      shall be reduced by 20%, with no reduction for any incomplete year.


    


    
      	
              10.

            	
              Change
                of Position

            


    

    


    The
      Parties agree that Party A has the right, per its business requirements and
      Party B’s skills, change Party B’s position at any time, provided that there is
      open dialogue between the Parties regarding the change of position, and provided
      that any such change of position shall be accomplished on the basis of mutual
      understanding of the Parties and shall include any applicable adjustments to
      Party B’s compensations. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              11.

            	
              Confidentiality
                and Intellectual Property Rights

            


    

    


    
      	 	 	
              “Confidential
                Information” shall mean the trade secrets, technological and financial
                information of Party A and its related companies, including but not
                limited to business plans, contracts, designs, processes, product
                specifications, manufacturing methods and techniques, management
                know-how,
                customer list, inventory information, sales strategies, and bids.
                

            


    

    


    
      	 	 	
              During
                the term of this agreement and any term pursuant to an amendment
                of this
                agreement, Party B shall maintain confidential all Confidential
                Information, and shall not disclose, use or permit the use by others
                of
                the Confidential Information to the detriment of Party A. After the
                term
                of this agreement, Party B shall continue to maintain confidential
                all
                Confidential Information for a period of five years, and thereafter
                for
                all Confidential Information that continues to have commercial value,
                unless the Parties agree separately and
                otherwise.

            


    

    


    
      	 	 	
              Party
                B shall be liable for all damages to Party A resulting from a breach
                of
                the foregoing, including but not limited to all direct damages, loss
                profits, and investigation and legal costs including attorney fees.
                

            


    

    


    
      	 	 	
              Party
                A shall be assigned all intellectual property rights arising during
                the
                course of Party B’s employment, including but not limited to inventions,
                improvements, prototypes, techniques, designs, patents, management
                and
                business models and methodologies, and Party A may compensate Party
                B in
                accordance with Party A’s policies and applicable laws.
                

            


    

    


    
      	 	 	
              This
                Section 11 shall be deemed to be in effect separately and independently
                from this agreement, and shall remain in effect even if any and/or
                all
                other terms of this agreement are deemed
                ineffective.

            


    

    


    
      	
              12.

            	
              Disciplinary
                Matters.

            


    

    


    The
      Parties agree that during the term of this agreement, Party B shall comply
      with
      Party A’s policies and regulations (unless any such policies and regulations are
      in violation of the laws of the PRC, and upon Party B’s breach thereof, Party A
      shall have the right to require that Party B take corrective measures and to
      terminate this agreement. Party B warrants not to intentionally harm the
      interests and goodwill of Party A, and Party A shall have the right to seek
      from
      Party B any damages resulting from the intentional and/or negligent actions
      of
      Party B.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              13.

            	
              Resignation

            


    

    


    
      	 	 	
              The
                Parties agree that during the term of this agreement, Party B may
                resign
                from employment for personal reasons, provided that Party A receives
                a one
                month written notice and subject to Party A’s consent, which consent may
                be withheld only if Party B’s resignation will result in a breach of the
                Parties’ agreement and damages to Party A’s
                interests.

            


    

    


    
      	 	 	
              The
                Parties agree that during the term of this agreement, Party A may
                unilaterally terminate this agreement as legally warranted, and Party
                A
                shall additionally have the right to terminate this agreement at
                any time
                without cause, provided that Party A assumes all responsibility from
                such
                termination pursuant to the terms of this agreement.
                

            


    

    


    
      	 	 	
              After
                Party B’s notice of resignation, Party B must comply with all applicable
                transfer procedures, including completing the “Job Termination and
                Transfer Form” and obtaining requisite management approvals thereto,
                before leaving the company. If Party B fails to complete all transfer
                procedures after one month from the date of his notice of resignation,
                Party B shall assume all of Party A’s economic damages resulting therefrom
                or, alternatively, continue to complete the transfer procedures without
                pay. Otherwise, the human resources department shall record the matter
                in
                Party B’s personnel file. 

            


    

    


    
      	
              14.

            	
              Termination

            


    

    


    The
      Parties agree that during the term of this agreement, Party A shall have the
      right to terminate this agreement upon the occurrence of any event as set forth
      herein permitting such termination, but in any event, Party A shall have the
      right to terminate this agreement at any time without cause, provided that
      Party
      A assumes all responsibility from such termination pursuant to the terms of
      this
      agreement.

    


    
      	
              15.

            	
              Amendment

            


    

    


    The
      Parties agree that the agreement shall be effective upon execution by the
      Parties or their representatives, and neither Party shall have the right to
      amend this agreement unilaterally, all such amendments being deemed ineffective.
      Any amendment and/or supplement jointly by the Parties shall be binding.


    


    
      	
              16.

            	
              Extension
                of Term

            


    

    


    The
      Parties agree that one month prior to the end of the term, the Parties may
      enter
      into discussion to extend and/or amend the term of the agreement, which
      extension and/or amendment shall be deemed effective upon the execution by
      the
      Parties or their representatives. Otherwise, this agreement shall terminate
      automatically at the end of the term.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              17.

            	
              Breach

            


    

    


    
      	 	 	
              The
                Parties agree that during the term of this agreement, this agreement
                may
                be terminated in the event of force majeure (including but not limited
                to
                natural disasters, wars, famine, labor strikes, fire and political
                instabilities) or a Party’s breach which will prevent the purpose of this
                agreement. The breaching Party shall be liable for all damages of
                the
                non-breaching Party (including but not limited to economical and
                reputational, direct and indirect
                damages).

            


    

    


    
      	 	 	
              The
                breaching Party shall be liable for damages to, and assume all liabilities
                of, the non-breaching Party arising from
                breaching.

            


    

    


    
      	 	 	
              Party
                B warrants that Party B shall be liable for all damages to Party
                A as a
                result of Party B’s breach of Section 4 of this agreement, and shall act
                to rectify any damages to Party A’s goodwill resulting
                therefrom.

            


    

     

    
      	
              18.

            	
              Dispute
                Resolution

            


    

    


    The
      Parties agree that during the term of this agreement, any dispute shall first
      be
      resolved by the Parties themselves. If the dispute remains unresolved, any
      Party
      may request an arbitration of the dispute by the Shanghai Labor Employment
      Arbitration Board (the “Board”). If any Party is unsatisfied with the findings
      of the Board, then the Party may initiate legal proceeding before the People’s
      Court.

    


    
      	
              19.

            	
              Copies

            


    

    


    This
      agreement shall be in two copies, to be deemed effective upon the Parties’
executions thereto. Each Party shall have one copy, each having the same legal
      force and effect as the other.

    


    
      	
              20.

            	
              Addendum
                to this Agreement

            


    

    


    The
      Parties jointly agree that any separate agreements entered into by the Parties
      regarding compensation adjustments, as well as management documents, shall
      supplement and be made a part of this agreement, with the same legal force
      and
      effect. The Parties further agree that Party A may at any time supplement this
      agreement, which supplement shall be made a part of this agreement and be
      legally binding upon the parties when executed by the Parties’ representative.


    


    
      	
              21.

            	
              Miscellaneous

            


    

    


    
      	 	 	
              Entire
                Agreement

            


    

    


    This
      agreement is the entire agreement of the Parties, and supersedes the parties’
prior agreements and/or understandings, if any. Party A’s internal policies and
      regulations are deemed a part of this agreement, which Party B shall be
      knowledgeable of and in compliance with.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      


      
        	 	21.2	
                Effectiveness

              


      

    

    


    This
      agreement shall be deemed effective upon the Parties’ execution and Party A’s
      corporate seal. This agreement shall be in two copies, with each Party having
      one copy. Any issues not addressed in this agreement shall be supplemented
      in
      writing jointly by the parties, any such supplements being deemed to have the
      same force and effect as this agreement.