COMPANY SHALL BE DETERMINED BY THE BOARD WITH REGARD TO PRC
LAWS AND REGULATIONS, AND SET IN WRITING IN THE EXECUTIVE EMPLOYMENT AGREEMENT
BETWEEN THE COMPANY AND THE RELEVANT MANAGER.
16.6
DIRECTORS AND MANAGERS MAY NOT TAKE ADVANTAGE OF
THEIR POSITION AND AUTHORITY IN THE COMPANY TO SEEK THEIR OWN PERSONAL GAIN.
WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT OF THE BOARD, THROUGHOUT THE TERM OF
THEIR SERVICE AS DIRECTORS AND/OR MANAGERS OF THE COMPANY AND FOR A PERIOD OF
[**] YEARS AFTER THE TERMINATION OR EXPIRATION OF THEIR SERVICE AS DIRECTORS
AND/OR MANAGERS OF THE COMPANY, DIRECTORS AND MANAGERS MAY NOT ENGAGE FOR THEIR
OWN ACCOUNT OR FOR OTHER PERSONS (INCLUDING THE PARTIES AND THEIR RESPECTIVE
AFFILIATES) IN BUSINESSES THAT DIRECTLY COMPETE WITH THE BUSINESS OF THE
COMPANY, THE PARTIES OR THE PARTIES' AFFILIATES.
EXCEPT AS PROVIDED IN
ARTICLE 21 OR WITH THE CONSENT OF THE BOARD, DIRECTORS AND MANAGERS MAY NOT
DISCLOSE THE SECRETS OR CONFIDENTIAL INFORMATION OF THE COMPANY.
ARTICLE 17
PERSONNEL AND LABOR MANAGEMENT
17.1
ALL MATTERS CONCERNING LABOR MANAGEMENT OF THE
COMPANY, INCLUDING THE ESTABLISHMENT OF A TRADE UNION ORGANIZATION, THE
CONCLUSION OF LABOR CONTRACTS BETWEEN THE COMPANY AND THE INDIVIDUAL EMPLOYEES
OF THE COMPANY AND THE RECRUITMENT, COMPENSATION,
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DISMISSAL, WELFARE BENEFITS AND LABOR INSURANCE OF EMPLOYEES SHALL BE HANDLED IN
ACCORDANCE WITH THE PERTINENT STIPULATIONS OF THE JOINT VENTURE LAW, THE LABOR
LAW OF THE PRC, THE LABOR CONTRACT LAW OF THE PRC, THE PROVISIONS OF THE PRC FOR
LABOR MANAGEMENT IN FOREIGN INVESTED ENTERPRISES AND OTHER OFFICIALLY PUBLISHED
LAWS AND REGULATIONS OF THE PRC RELATED TO LABOR AND SOCIAL SECURITY, AND THE
APPLICABLE IMPLEMENTING MEASURES THEREUNDER, INCLUDING ALL LOCAL LEGISLATION ON
LABOR MANAGEMENT AND OTHER APPLICABLE RULES AND REGULATIONS.
17.2
SUBJECT TO ARTICLE 16, THE COMPANY SHALL HAVE THE
RIGHT DIRECTLY TO RECRUIT, HIRE AND DISMISS EMPLOYEES IN ACCORDANCE WITH PRC
LAW.
IN ALL CASES, THE COMPANY SHALL EMPLOY ONLY THOSE EMPLOYEES WHO ARE
SUFFICIENTLY QUALIFIED FOR EMPLOYMENT AS DETERMINED THROUGH OPEN EXAMINATIONS.
17.3
THE COMPANY SHALL SIGN AN INDIVIDUAL LABOR CONTRACT
WITH ATTACHED CODE OF ETHICS WITH EACH OF ITS EMPLOYEES.
RELEVANT EMPLOYEES
WILL ALSO BE REQUIRED TO SIGN PROPRIETARY INFORMATION AND INVENTIONS
AGREEMENTS.
EACH LABOR CONTRACT SHALL INCLUDE THE AGREEMENT REACHED BETWEEN THE
COMPANY AND THE EMPLOYEE IN QUESTION CONCERNING THE TYPE OF WORK, TECHNICAL
ABILITY, TOTAL WAGES OF SUCH EMPLOYEE (INCLUDING, BUT NOT LIMITED TO, BONUSES,
HOUSING SUBSIDIES AND WELFARE BENEFITS) AND PROTECTION OF THE COMPANY'S
PROPRIETARY AND LICENSED TECHNOLOGY AND INFORMATION.
INCREASES IN WAGES AND
BONUSES SHALL BE DETERMINED BY THE BOARD UPON THE RECOMMENDATION OF THE
MANAGEMENT TEAM.
17.4
THE INDIVIDUAL LABOR CONTRACTS FOR EMPLOYEES OF THE
COMPANY SHALL BE SIGNED IN THE FORM AGREED TO BY THE PARTIES PRIOR TO THE
EXECUTION OF THIS CONTRACT AND UPON EXECUTION THEREOF THE INDIVIDUAL LABOR
CONTRACTS SHALL BE SUBMITTED TO THE COMPETENT LOCAL BUREAU OF THE MINISTRY OF
HUMAN RESOURCES AND SOCIAL SECURITY WITHIN ONE MONTH FOR CERTIFICATION.
17.5
FOR SO LONG AND TO THE EXTENT REQUIRED BY LAW,