Labor Contract - China Finance Online (Beijing) Co. Ltd. and Jun Ning
AMENDED AND RESTATED LABOR CONTRACT
CHINA FINANCE ONLINE (BEIJING) CO., LTD. (PARTY A)
and
JUN NING (PARTY B)
Dated as of September 30, 2004
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LABOR CONTRACT, effective as of September 30, 2004, between Party
A, China Finance Online (Beijing) Co., Ltd., a company duly organized and
validly existing under the laws of the People's Republic of China (the
"Company"), and Party B, Jun Ning, a citizen of the People's Republic of China,
having an identification number of 210202570527647 and residing at 176 Huawei
Apartment, Xidan Avenue, West District, Beijing (the "CEO").
Pursuant to the Labor Law of the People's Republic of China and
other applicable laws and regulations and upon consultation on the basis of
equality and free will, Party A and Party B hereby enter into this Contract
providing for Party A's employment of Party B as a contract-based
executive-level manager.
Chapter 1. Term of Employment
1.1 Party A and Party B agree to define the Term of Employment as follows:
(a) Fixed term: for a period of ten years beginning on January 1, 2000 and
terminating on January 1, 2010.
1.2 If both Parties desire to renew this Contract, each Party shall notify the
other Party of its intent to renew this Contract thirty (30) days prior to the
expiration of this Contract.
Chapter 2. Duties
2.1 The Company will employ Mr. Jun Ning to serve as the Company's CEO based
on the Company's business needs. The scope and responsibilities of the CEO job
include the following:
(a) To formulate and implement relevant policies, procedures and strategies to
ensure the realization of the Company's business strategy;
(b) To establish a strong management system and a strict internal control
mechanism;
(c) To supervise all operational and financial activities to ensure their
compliance with Chinese law and the Company's policy.
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(d) To be responsible for timely submitting accurate management team reports
to the Board of Directors;
(e) To establish and direct a mechanism for solving operational problems and
to timely solve various problems arising from operation of the Company;
(f) To establish and direct a mechanism for reducing costs and increasing
efficiency;
(g) To be responsible for the Company's business planning;
(h) To participate in business development and strategic planning;
(i) To supervise and direct the work of the CFO, COO and other high-level
managerial personnel;
(j) To carry out strategic acquisition, capital management, initial public
offering, etc. pursuant to the requirements of the Board of Directors;
(k) To provide comments to the Board of Directors on operational issues of the
Company;
(l) Other responsibilities stipulated by the Board of Directors.
2.2 The CEO shall perform his duties diligently and competently pursuant to
the requirements for the position.
Chapter 3. Compensation and Stock Options
3.1 The salary of the CEO shall be thirty thousand (30,000) RMB yuan per
month, and the bonuses will be determined according to the Company's sales and
overall operational situations.
3.2 The pay day of the Company will be between the first and the fifth days of
each month and, if such days are during a holiday period, then the pay day will
be the first working day after the holiday period.
3.3 The Company's employees shall pay personal income taxes pursuant to
regulations of the government tax agency, and the Company shall deduct a
corresponding amount from the
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monthly salary of each employee and pay that amount on behalf of the employee to
the relevant tax agency.
3.4 In addition to what is provided for under the foregoing Article 3.3, the
Company shall have the right to deduct from the employees' salaries for other
purposes in accordance with laws and regulations of the State.
Chapter 4. Rewards and Penalties
4.1 The CEO shall abide by various rules and regulations stipulated by the
Company under the law.
4.2 Without written consent of the Company, the CEO shall not accept money,
gift or any other kinds of benefits from any customer, collaborating company or
other related company.
4.3 The CEO shall serve the Company faithfully and competently during the Term
of Employment, and the Company will not permit the CEO to engage in any other
job during the Term of Employment.
4.4 The Company shall impose penalties on the CEO pursuant to regulations of
the Company, if the CEO violates the Company's rules or regulations.
Chapter 5. Confidentiality and Non-Competition
5.1 The CEO shall safeguard the intellectual property rights of the Company,
abide by relevant confidentiality agreements to which the Company is a party
regarding manufacturing technologies, marketing, and unpatented technologies,
and not engage in any business or activity that is competitive with the business
of the Company. Specific duties are stipulated by both Parties in a separate
Intellectual Property, Confidentiality and Non-Competition Agreement.
Chapter 6. Alteration, Rescission, and Termination of the Labor Contract
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6.1 If, due to his own fault, Party B has committed any gross errors on the
job, including without limitations violation of the Intellectual Property,
Confidentiality and Non-Competition Agreement stipulated by both Parties,
violation of laws or regulations of the State, infringement of shareholders'
rights or interests, the Company shall have the right to rescind this Labor
Contract immediately and shall only need to pay Party B the salary for the
current month without any allowance.
6.2 If Party B requests to have this Contract rescinded before the end of the
Term of Employment because of personal reasons, Party B shall notify the Company
in writing thirty (30) days in advance, and the Company shall pay Party B the
salary for the current month but need not pay Party B any allowance.
6.3 During Party B's Term of Employment, if the Company deems that the CEO has
failed to reach the expected target or achieve the expected results, the Company
has the right to rescind this Labor Contract; however, the Company shall notify
Party B in writing thirty (30) days in advance and shall pay Party B a
compensation of three months of salary.
6.4 If the Company requests to have certain provisions of this Contract
changed due to changes in objective circumstances upon which this Contract is
based, or if the CEO requests for such a change for personal reasons, the
requesting Party shall notify the other Party in writing thirty (30) days in
advance, and the Contract may only be changed if both Parties agree to the
changes upon consultation.
6.5 The CEO may not rescind this Contract pursuant to the foregoing Article
6.4 before all matters concerning his liabilities for breach of this Contract or
the Intellectual Property, Confidentiality and Non-Competition Agreement have
been cleared.
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6.6 The employment relationship between the Company and the CEO shall be
terminated upon expiration of the Term of Employment. When this Contract is
rescinded or terminated, Party B shall hand over his work to Party A. Party B
shall hand over to the receiving person at Party A in excellent conditions all
office utilities, equipment and facilities that Party B used and all documents
that Party B worked on while working for Party A. Otherwise, Party A shall
refuse to proceed with relevant termination procedures, and Party A has the
right to require Party B to assume liability for breach of contract pursuant to
this Contract and may require Party B to pay for liquidated damages.
6.7 Regardless of the reasons for leaving the Company, except if the Company
has committed tax evasion or has otherwise violated the law during its
operation, Party B shall not defame or sue the Company, raid the Company for
employees, or engage in any business or activity that is competitive with the
Company's business.
6.8 Upon rescission or termination of this Contract, the Company shall
complete the procedures for rescinding or terminating a labor contract within a
stipulated time period, unless otherwise agreed upon in this Contract.
Chapter 7. Liability for Breach
7.1 If either Party to this Contract is under any of the following
circumstances, the Party shall be liable for breach of the Contract:
(a) The Company violates the provisions of this Contract and unilaterally
rescinds this Contract, unless otherwise provided by this Contract;
(b) The CEO quits his job without the Company's consent.
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7.2 Either Party in breach of this Contract shall pay the other Party
liquidated damages. The standard liquidated damages shall be equal to twice of
the salary Party B actually received in the month prior to the date of the
breach.
7.3 If the liquidated damages provided for under the foregoing Article 7.2 is
not enough to cover the losses of the other Party, then the breaching Party
shall pay the other Party for the actual losses caused by the breach.
7.4 The CEO warrants (1) that all the relevant information he provides to the
Company, including without limitations his identification, address, academic
credentials, work experiences and professional skills are true; (2) that, by
working for the Company and by entering into this Labor Contract with the
Company, the CEO does not violate any agreement on confidentiality or
non-competition entered into with his previous employer or any other company or
individual. If the CEO breaches this warranty, the Company has the right to
rescind this Contract and demand that the CEO compensate the Company for any
losses due to the breach.
Chapter 8. Miscellaneous
8.1 The Employment Handbook and other rules and regulations of the Company are
part of this Labor Contract.
8.2 This Contract has two counterparts, one for the Company, one for the
employee. This Contract shall become effective upon execution by both Parties.
Both counterparts shall have equal legal effect.
8.3 If any of the provisions of this Contract conflicts with laws and
regulations of the State, the provision shall be superseded by the laws and
regulations of the State.
IN WITNESS WHEREOF, the Parties have executed this Labor Contract.
Party A: China Finance Online (Beijing) Co., Ltd. [/s/ COMPANY SEAL]
(Seal)
Authorized representative:
Signature: /s/ Sam Qian
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Sam Qian, CFO
Date: September 30, 2004
Party B: Jun Ning
Signature: /s/ Jun Ning
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Date: September 30, 2004