Director Service Contract - China Petroleum & Chemical Corp., Chen Tonghai, Wang Jiming, Mou Shuling, Zhang Jiaren and Cao Xianghong
Dated the 22nd day of April 2003
Form of
Director Service Contract
between
China Petroleum & Chemical Corporation
and
the Following Directors:
Chen Tonghai
Wang Jiming
Mou Shuling
Zhang Jiaren
Cao Xianghong
<page>
This Contract was made between the following two parties on 22nd April, 2003:
(1) China Petroleum & Chemical Corporation, a company established
according to the laws of The People's Republic of China ("PRC") with
its legal address located at A6 Huixindong Street, Chaoyang District,
Beijing, China, PRC ("Party A"); and
(2) [Name of Director], a [Chinese citizen] of [ ],
Postal Code [ ] ("Party B").
As Party B was elected as a director of Party A at the first
Extraordinary General Meeting of year 2003 convened on 22nd April 2003, both
parties have entered into the following agreement through friendly
negotiations on the principle of equality and mutual benefits in order to
confirm and regulate the relationship between Party A as the employer and
Party B as the employee in respect of the service under employment.
Article 1 Engagement
1.1 Party A shall employ Party B as director of Party A's board of directors
and senior officer in accordance with the terms of this Contract.
1.2 Party B agrees to be employed as director of Party A's board of directors
and as senior officer in accordance with the terms of this Contract.
Article 2 Term of Office
2.1 The term of office of Party B employed as Party A's director and senior
officer shall be three (3) consecutive years commencing from 22nd April 2003
(the "Effective Date") until the termination of this Contract upon the
occurrence of the events referred to in Article 7.1 or upon the giving of
notice by Party A under Article 7.2 hereof.
Article 3 Duties
3.1 Party B undertakes to Party A that he shall perform his duties as a
director and senior officer in accordance with the Company Law of the PRC,
Special Regulations of the State Council regarding the Issue of Shares
Overseas and the Listing of Shares Overseas by Companies Limited by Shares and
other relevant laws, regulations, rules and standards of the PRC, Party A's
articles of association, Party A's Rules of Procedures for Shareholders'
General Meetings, Party A's Rules of Procedures for Board of Directors'
Meetings, this Contract, regulations and internal rules relating to the
directors and senior officers formulated by Party A, resolutions of Party A's
board of directors and shareholders' general meetings, and agrees that Party A
shall be entitled to the remedial measures stipulated in the articles of
association. Party B undertakes to each shareholder of Party A that he shall
observe and perform its obligations owed to the shareholders as stipulated in
the articles of association of Party A.
3.2 Party B undertakes to Party A and warrants to observe and comply with the
Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong
Limited (including the Model Code for Securities Transactions by Directors of
Listed Companies), Code on Takeovers and Mergers and Share Repurchases
promulgated by the Hong Kong Securities and Futures Commission and the
relevant restraints and obligations contained in the Securities (Disclosure of
Interests) Ordinance (Chapter 36 of the Laws of Hong Kong) and Securities and
Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and other laws or
regulations and the relevant rules of the Shanghai Stock Exchange, London
Stock Exchange and the New York Stock Exchange.
3.3 Party B confirms that he owes a fiduciary and diligence obligation to
Party A and that he shall not engage in any activities in competition with
Party A's business or carry out any activities detrimental to the interests of
Party A.
Article 4 Remuneration and Expenses
4.1 From the Effective Date, the remuneration to be received by Party B for
the performance of his services under this Contract as director and senior
officer of Party A shall be determined by the terms of the Performance
Evaluation and Remuneration Incentive Scheme for the Senior Management
Officers of China Petroleum & Chemical Corporation and Share Appreciation
Scheme for the Senior Management Officers of China Petroleum & Chemical
Corporation approved at the 4th Extraordinary General Meeting convened by
Party A on 7 September 2000.
4.2 During the term of this Contract, Party A shall reimburse Party B, to the
extent such reimbursement is permitted by the relevant laws and policies of
the PRC, all reasonable and necessary expenses (including travelling and
entertainment expenses, etc.) incurred by Party B in the provision of services
to Party A hereunder or execution of work in relation to Party A's operation
upon presentation by Party B of the relevant receipts and/or valid documentary
evidence. Party A may also provide Party B beforehand with sums for Party B to
pay various necessary expenses mentioned above, but Party B shall produce to
Party A valid supporting evidence of the expenses as soon as possible, or
regularly as required by Party A, after making use of such sums so as to
offset the sums.
4.3 During the term of this Contract, Party B may participate in the Liability
Insurance Scheme for Directors and Senior Officers arranged by Party A and the
relevant insurance premiums shall be paid by Party A. Party A shall have the
right to cancel or alter the relevant liability insurance scheme (including
the insurance coverage and amount of compensation) or change the relevant
insurance company.
Article 5 Non-Competition
5.1 Unless the relevant competition is made known to the public and (if
required) approved by the relevant regulatory authorities, Party B warrants
that during the term of his employment as Party A's director and senior
officer and within six months after the termination of such employment with
Party A, Party B shall not in any way engage in any business in competition
with Party A, or seek any position from any company or individual who competes
in business with Party A or subsidiaries and branch companies of Party A
("Party A's Group"), or accept any capacity or position offered by any company
or individual who competes in business with any member of Party A's Group.
Article 6 Confidentiality Liability
6.1 Party B is aware that he will gain access to secret information possessed
by members of Party A's Group and/or kept in custody by members of Party A's
Group (hereinafter referred to as "Confidential Information") in the
performance of his duties hereunder, including but not limited to, documents,
materials, data, information, plans and insider information. Party B confirms
that such Confidential Information is solely owned by members of Party A's
Group and/or is kept in custody by members of Party A's Group.
6.2 Whether during the term of this Contract or within any time after the
termination of Party B's employment as Party A's director, Party B warrants
that (except such Confidential Information may be disclosed to the public not
in violation of the confidentiality undertaking under this Contract):
(a) Party B shall not divulge or disclose the Confidential
Information to any third party in any way, with the
exception of any Confidential Information which Party B must
disclose to the relevant employees of members of Party A's
Group and the professional personnel employed by members of
Party A's Group for the performance of his obligations
hereunder and any Confidential Information the disclosure of
which is authorised by the board of directors or is ordered
by a court of competent jurisdiction;
(b) Party B shall not make use of the Confidential Information
in any way for his own benefit or for the benefit of his
friends and relatives or any third party without Party A's
permission; or
(c) Party B shall take all necessary measures to prevent the
Confidential Information from spreading or disclosure to any
third party without Party A's permission.
6.3 Upon the expiry of this Contract or earlier termination of Party B's
employment, Party B shall immediately, completely and effectively return to
Party A all the information relating to the business of members of Party A's
Group (including, but not limited to, Party A's documents, personal notes,
records, reports, handbooks, drawings, forms, computer diskettes and tapes)
within Party B's possession or under his control whether or not the same was
originally supplied to Party B by Party A.
6.4 Party B agrees that various intellectual rights formulated, developed,
created and made by him during the term of his services hereunder shall
exclusively belong to Party A, with the exception of various intellectual
rights which are not formulated, developed, created and made by him during his
working hours with the use of any assets or resources belonging to Party A.
Article 7 Termination of Employment
7.1 When any one of the following events occurs to Party B, the employment
between Party A and Party B herein shall be immediately and automatically
terminated: (unless otherwise decided by the board of directors)
(a) death of Party B;
(b) Party B is prohibited by any laws, regulations, rules,
practice directions or practice rules from taking up the
post of director or senior officer or Party B loses the
qualifications to act as director or senior officer;
(c) if due to health reasons, Party B is unable to fully perform
his duties hereunder for twelve months;
(d) Party B commits any serious breach and/or repeated and/or
continual breach of any of Party B's obligations hereunder;
(e) Party B is guilty of any serious misconduct or serious
neglect in the discharge of Party B's duties hereunder;
(f) Party B's actions or omissions bring the name or reputation
of Party A or any member of Party A's Group into serious
disrepute or prejudices the business interests of Party A or
other members of Party A's Group;
(g) Party B is or has become of unsound mind or shall be or
become a patient for the purpose of any laws relating to
mental health;
(h) Party B is sued for criminal liability or convicted of any
criminal offence other than an offence which in the
reasonable opinion of the board of directors of Party A does
not affect Party B's position as a director and senior
officer of Party A (bearing in mind the nature of the duties
in which Party B is engaged and the capacities in which
Party B is engaged);
(i) Party B is removed from the office of director of Party A or
fails to be re-elected as a director of Party A;
(j) Party B leaves the service according to the articles of
association of Party A; or
(k) Party B fails to attend the board of directors' meeting of
Party A in person consecutively for two times, neither does
he authorise another director to attend such meeting on his
behalf.
7.2 In addition to the aforesaid provisions of Article 7.1, Party A may also
discharge the employment relationship between Party A and Party B by giving
notice in writing to Party B when any one of the following events occurs:
(a) Party B is unable to substantially perform his duties
hereunder due to health reasons, within any twelve-month
period for a cumulative total of two hundred and sixty-five
working days. Then, Party A may at any time discharge Party
B from the post of director by giving Party B a fourteen-day
written notice of discharge.
(b) Party B is in breach of his obligations as a director or
senior officer or the provisions of this Contract and does
not repent after warning has been given by Party A.
(c) Damage or loss has been caused to Party A due to Party B's
wilful or material default in the performance of his duties
hereunder.
Any delay by Party A in exercising such right of termination shall
not constitute a waiver thereof.
7.3 If the employment relationship between both parties herein is terminated
due to the occurrence of any of the events referred to in Article 7.1 or 7.2
above, such termination shall not affect Party A's rights herein against Party
B and the provisions of Articles 5 and 6 hereof shall still be applicable.
7.4 In the event of the termination of the employment of Party B for whatever
reason and whether by prior notice or in any other manner whatsoever, Party B
agrees that he will not at any time after such termination represent himself
as still having any connection with Party A.
7.5 Party B shall not, during the continuance of his employment or within a
period of one year after the termination thereof, either on his own behalf or
on behalf of any other person, entice away from any member of Party A's Group
any employee, worker, manager or director of any member of Party A's Group,
whether or not such person would commit any breach of his contract of
employment with any member of Party A's Group by reason of his leaving
service.
Article 8 Effectiveness of the Contract
This Contract shall become effective after approval at the shareholders'
general meeting of Party A and signing by both parties.
Article 9 Additional Clauses
9.1 This Contract is an agreement relating to the provision of services by
Party B personally. Therefore Party B's rights, interests, obligations,
duties, etc. hereunder shall not be transferred, assigned or delegated to any
third party (except the appointment in writing by Party B of any other
director of Party A as proxy to attend a board meeting of Party A).
9.2 Without the written consent of both parties, neither party hereto shall
make any addition to, deletion from or amendment to any provisions hereof.
9.3 The heading of each Article hereof is inserted for the purpose of
convenience only and shall not prejudice the meaning or construction of the
provisions hereof.
9.4 The word "laws" referred to herein include such legal documents as laws,
regulations, rules, provisions, standard opinions, decisions, etc. formulated
by the legislative and administrative authorities of the PRC and any
amendments or alterations by such authorities to the legal documents
promulgated or formulated by them.
9.5 The enactment, validity, construction and performance of this Contract and
the settlement of disputes shall be protected and governed by the law of the
PRC.
9.6 Any disputes arising from or in connection with this Contract shall be
settled by both parties through friendly consultation. Either Party hereto
may, if any dispute cannot be settled by both parties through consultation,
submit the dispute for arbitration.
9.7 Both parties agree to the following terms:
(a) Any dispute or claim relating to the affairs of Party A and
incurring as a result of this Contract, the articles of
association of Party A, the Company Law and other rights and
obligations stipulated by the relevant laws and
administrative regulations between (i) Party A and its
directors; and (ii) holders of overseas listed foreign
shares and Party A's directors shall be submitted to
arbitration by the relevant party.
When the above dispute or claim is submitted to arbitration,
all the claims or disputes shall be taken as a whole. Where
any person having a cause of action due to the same reason
or any person is required to participate in the settlement
of such dispute or claim, if his capacity is Party A or a
shareholder, director, supervisor, manager or other senior
officer of Party A, he shall comply with the arbitration.
Disputes in relation to the classification of shareholders
or register of shareholders shall not be settled by way of
arbitration.
(b) Any party applying for arbitration may elect arbitration by
the China International Economic and Trade Arbitration
Commission or by the Hong Kong International Arbitration
Centre according to their respective rules. After the party
applying for arbitration has submitted the dispute or claim
for arbitration, the other party must conduct arbitration at
the arbitral organ elected by the applicant.
If the party applying for arbitration elects the arbitration
to be conducted at the Hong Kong International Arbitration
Centre, any party may request such arbitration to be
conducted in Shenzhen according to the provisions of the
securities arbitral rules of Hong Kong International
Arbitration Centre.
(c) Settlement of disputes or claims referred to in (a) above by
way of arbitration shall be governed by PRC law, except
otherwise stipulated by laws and administrative regulations.
(d) The award of the arbitral organ shall be final and binding
on both parties.
(e) Such arbitration agreement is concluded between Party A and
Party B. Party A represents both itself and each
shareholder.
(f) Any submitted arbitration shall be deemed to be an
authorisation to the arbitral court to conduct a public
hearing and announce its award.
9.8 If any of the provisions hereof are judged or ruled by the judicial
authorities of the PRC to be invalid or unenforceable, the judgment or ruling
shall not prejudice the effectiveness of the other provisions hereof.
9.9 If either party hereto is in breach of its obligations hereunder, the
other party shall be entitled to take remedial measures such as fixing a time
limit for effecting remedy, performance of the contract, removal of
obstructions, compensation for losses or other legal remedial measures. To the
extent that the same is not against any legal proceedings, either party's
non-exercise or partial exercise of its rights hereunder or non-adoption or
partial adoption of legal remedies shall not operate as such party's waiver of
the exercise of all its rights or the rights which have not been exercised or
such party's waiver of the taking of all the legal remedies or the legal
remedies which have not been taken.
If Party B is in breach of its obligations under this Contract, Party
A shall have the right to take remedial measures according to the articles of
association of Party A.
9.10 The written notices stated herein may be delivered by hand, served by
special delivery or sent by mail. If Party B changes his address, he shall
inform Party A within seven days after he obtains the new address. If Party B
changes his address, he shall conduct the same by fax within seven days after
he obtains the new address.
9.11 This Contract is executed in English and Chinese. If there is any
discrepancy between the two versions, the Chinese version shall prevail.
9.12 This Contract shall have two copies. Party A and Party B shall each hold
one copy which shall have the same effect.
In view of the above, Party A and Party B have signed this Contract
in Beijing.
Party A:
For and on behalf of
China Petroleum & Chemical Corporation
----------------------------------
Name:
Title:
Party B:
---------------------------------
<page>
Dated the 22nd day of April 2003
Form of
Independent Non-executive Director Service Contract
between
China Petroleum & Chemical Corporation
and
the Following Directors:
Chen Qingtai
Ho T.K. Charles
Shi Wanpeng
Zhang Youcai
<page>
This Contract was made between the following two parties on 22nd April, 2003:
(1) China Petroleum & Chemical Corporation, a company established
according to the laws of The People's Republic of China
("PRC") with its legal address located at A6 Huixindong
Street, Chaoyang District, Beijing, China, PRC ("Party A");
and
(2) [Name of Director], a [Chinese citizen] of [ ],
Postal Code [ ] ("Party B").
As Party B was elected as an independent non-executive director of
Party A at the first Extraordinary General Meeting of year 2003 convened on
22nd April 2003, both parties have entered into the following agreement
through friendly negotiations on the principle of equality and mutual benefits
in order to confirm and regulate the relationship between Party A as the
appointor and Party B as the appointee in respect of the service.
Article 1 Appointment
1.1 Party A shall appoint Party B as independent non-executive director of
Party A's board of directors in accordance with the terms of this Contract.
1.2 Party B agrees to be appointed as independent non-executive director of
Party A's board of directors in accordance with the terms of this Contract.
Article 2 Term of Office
2.1 The term of office of Party B appointed as Party A's independent
non-executive director shall be three (3) consecutive years commencing from
22nd April 2003 (the "Effective Date") until the termination of this Contract
upon the occurrence of the events referred to in Article 7.1 or upon the
giving of notice by Party A under Article 7.2 hereof.
Article 3 Duties
3.1 Party B undertakes to Party A that he shall perform his duties as a
director in accordance with the Company Law of the PRC, Special Regulations of
the State Council regarding the Issue of Shares Overseas and the Listing of
Shares Overseas by Companies Limited by Shares and other relevant laws,
regulations, rules and standards of the PRC, Party A's articles of
association, Party A's Rules of Procedures for Shareholders' General Meetings,
Party A's Rules of Procedures for Board of Directors' Meetings, Guidance
Opinions in relation to the Establishment of the System of Independent
Directors by a Listed Company, this Contract, regulations and internal rules
relating to the directors formulated by Party A, resolutions of Party A's
board of directors and shareholders' general meetings, and agrees that Party A
shall be entitled to the remedial measures stipulated in the articles of
association. Party B undertakes to each shareholder of Party A that he shall
observe and perform its obligations owed to the shareholders as stipulated in
the articles of association of Party A.
3.2 Party B undertakes to Party A and warrants to observe and comply with the
Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong
Limited (including the Model Code for Securities Transactions by Directors of
Listed Companies), Code on Takeovers and Mergers and Share Repurchases
promulgated by the Hong Kong Securities and Futures Commission and the
relevant restraints and obligations contained in the Securities (Disclosure of
Interests) Ordinance (Chapter 36 of the Laws of Hong Kong) and Securities and
Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and other laws or
regulations and the relevant rules of the Shanghai Stock Exchange, London
Stock Exchange and the New York Stock Exchange.
3.3 Party B confirms that he owes a fiduciary and diligence obligation to
Party A and that he shall not engage in any activities in competition with
Party A's business or carry out any activities detrimental to the interests of
Party A.
3.4 Party B undertakes to Party A that during the term of this Contract, (a)
Party B shall notify Party A in writing as soon as possible of any new post of
and new appointment as director and any new director's benefits; (b) Party B
shall not acquire or hold any shares of Party A (except to the extent not
exceeding the limit imposed by the relevant laws, regulations and listing
rules).
Article 4 Remuneration and Expenses
4.1 From the Effective Date, the remuneration to be received by Party B for
the performance of his services under this Contract as independent
non-executive director of Party A shall be divided into fixed remuneration and
floating remuneration and shall be paid by Party A.
During the term of this contract, the annual fixed remuneration to be
received by Party B shall be RMB18,000 (after tax); the floating remuneration
to be received by Party B shall be RMB3,000 (after tax) for each time when
Party B attends the board of directors' meeting of Party A in person.
4.2 During the term of this Contract, Party A shall reimburse Party B, to the
extent such reimbursement is permitted by the relevant laws and policies of
the PRC, all reasonable and necessary expenses (including travelling and
entertainment expenses, etc.) incurred by Party B in the provision of services
to Party A hereunder or execution of work in relation to Party A's operation
upon presentation by Party B of the relevant receipts and/or valid documentary
evidence. Party A may also provide Party B beforehand with sums for Party B to
pay various necessary expenses mentioned above, but Party B shall produce to
Party A valid supporting evidence of the expenses as soon as possible, or
regularly as required by Party A, after making use of such sums so as to
offset the sums.
4.3 During the term of this Contract, Party B may participate in the Liability
Insurance Scheme for Directors and Senior Officers arranged by Party A and the
relevant insurance premiums shall be paid by Party A. Party A shall have the
right to cancel or alter the relevant liability insurance scheme (including
the insurance coverage and amount of compensation) or change the relevant
insurance company.
Article 5 Non-Competition
5.1 Unless the relevant competition is made known to the public and (if
required) approved by the relevant regulatory authorities, Party B warrants
that during the term of his appointment as Party A's independent non-executive
director and within six months after the termination of such appointment with
Party A, Party B shall not in any way engage in any business in competition
with Party A, or seek any position from any company or individual who competes
in business with Party A or subsidiaries and branch companies of Party A
("Party A's Group"), or accept any capacity or position offered by any company
or individual who competes in business with any member of Party A's Group.
Article 6 Confidentiality Liability
6.1 Party B is aware that he will gain access to secret information possessed
by members of Party A's Group and/or kept in custody by members of Party A's
Group (hereinafter referred to as "Confidential Information") in the
performance of his duties hereunder, including but not limited to, documents,
materials, data, information, plans and insider information. Party B confirms
that such Confidential Information is solely owned by members of Party A's
Group and/or is kept in custody by members of Party A's Group.
6.2 Whether during the term of this Contract or within any time after the
termination of Party B's appointment as Party A's director, Party B warrants
that (except such Confidential Information may be disclosed to the public not
in violation of the confidentiality undertaking under this Contract):
(a) Party B shall not divulge or disclose the Confidential
Information to any third party in any way, with the
exception of any Confidential Information which Party B must
disclose to the relevant employees of members of Party A's
Group and the professional personnel employed by members of
Party A's Group for the performance of his obligations
hereunder and any Confidential Information the disclosure of
which is authorised by the board of directors or is ordered
by a court of competent jurisdiction;
(b) Party B shall not make use of the Confidential Information
in any way for his own benefit or for the benefit of his
friends and relatives or any third party without Party A's
permission; or
(c) Party B shall take all necessary measures to prevent the
Confidential Information from spreading or disclosure to any
third party without Party A's permission.
6.3 Upon the expiry of this Contract or earlier termination of Party B's
appointment, Party B shall immediately, completely and effectively return to
Party A all the information relating to the business of members of Party A's
Group (including, but not limited to, Party A's documents, personal notes,
records, reports, handbooks, drawings, forms, computer diskettes and tapes)
within Party B's possession or under his control whether or not the same was
originally supplied to Party B by Party A.
6.4 Party B agrees that various intellectual rights formulated, developed,
created and made by him during the term of his services hereunder shall
exclusively belong to Party A, with the exception of various intellectual
rights which are not formulated, developed, created and made by him during his
working hours with the use of any assets or resources belonging to Party A.
Article 7 Termination of Appointment
7.1 When any one of the following events occurs to Party B, the appointment
relationship between Party A and Party B herein shall be immediately and
automatically terminated: (unless otherwise decided by the board of directors)
(a) death of Party B;
(b) Party B is prohibited by any laws, regulations, rules,
practice directions or practice rules from taking up the
post of independent non-executive director or Party B loses
the qualifications to act as independent non-executive
director;
(c) if due to health reasons, Party B is unable to fully perform
his duties hereunder for twelve months;
(d) Party B commits any serious breach and/or repeated and/or
continual breach of any of Party B's obligations hereunder;
(e) Party B is guilty of any serious misconduct or serious
neglect in the discharge of Party B's duties hereunder;
(f) Party B's actions or omissions bring the name or reputation
of Party A or any member of Party A's Group into serious
disrepute or prejudices the business interests of Party A or
other members of Party A's Group;
(g) Party B is or has become of unsound mind or shall be or
become a patient for the purpose of any laws relating to
mental health;
(h) Party B is sued for criminal liability or convicted of any
criminal offence other than an offence which in the
reasonable opinion of the board of directors of Party A does
not affect Party B's position as an independent
non-executive director of Party A (bearing in mind the
nature of the duties in which Party B is appointed and the
capacities in which Party B is appointed);
(i) Party B is removed from the office of independent
non-executive director of Party A or fails to be re-elected
as an independent non-executive director of Party A;
(j) Party B leaves the service according to the articles of
association of Party A; or
(k) Party B fails to attend the board of directors' meeting of
Party A in person consecutively for three times.
7.2 In addition to the aforesaid provisions of Article 7.1, Party A may also
discharge the appointment relationship between Party A and Party B by giving
notice in writing to Party B when any one of the following events occurs:
(a) Party B is unable to substantially perform his duties
hereunder due to health reasons, within any twelve-month
period for a cumulative total of two hundred and sixty-five
working days. Then, Party A may at any time discharge Party
B from the post of independent non-executive director by
giving Party B a fourteen-day written notice of discharge.
(b) Party B is in breach of his obligations as an independent
non-executive director or the provisions of this Contract
and does not repent after warning has been given by Party A.
(c) Damage or loss has been caused to Party A due to Party B's
wilful or material default in the performance of his duties
hereunder.
Any delay by Party A in exercising such right of termination shall
not constitute a waiver thereof.
7.3 If the appointment relationship between both parties herein is terminated
due to the occurrence of any of the events referred to in Article 7.1 or 7.2
above, such termination shall not affect Party A's rights herein against Party
B and the provisions of Articles 5 and 6 hereof shall still be applicable.
7.4 In the event of the termination of the appointment of Party B for whatever
reason and whether by prior notice or in any other manner whatsoever, Party B
agrees that he will not at any time after such termination represent himself
as still having any connection with Party A.
7.5 Party B shall not, during the continuance of his appointment or within a
period of one year after the termination thereof, either on his own behalf or
on behalf of any other person, entice away from any member of Party A's Group
any employee, worker, manager or director of any member of Party A's Group,
whether or not such person would commit any breach of his contract of
appointment with any member of Party A's Group by reason of his leaving
service.
Article 8 Effectiveness of the Contract
This Contract shall become effective after approval at the shareholders'
general meeting of Party A and signing by both parties.
Article 9 Additional Clauses
9.1 This Contract is an agreement relating to the provision of services by
Party B personally. Therefore Party B's rights, interests, obligations,
duties, etc. hereunder shall not be transferred, assigned or delegated to any
third party (except the appointment in writing by Party B of any other
director of Party A as proxy to attend a board meeting of Party A).
9.2 Without the written consent of both parties, neither party hereto shall
make any addition to, deletion from or amendment to any provisions hereof.
9.3 Any contents of this Contract shall not constitute any employment
relationship between Party A and Party B.
9.4 The heading of each Article hereof is inserted for the purpose of
convenience only and shall not prejudice the meaning or construction of the
provisions hereof.
9.5 The word "laws" referred to herein include such legal documents as laws,
regulations, rules, provisions, standard opinions, decisions, etc. formulated
by the legislative and administrative authorities of the PRC and any
amendments or alterations by such authorities to the legal documents
promulgated or formulated by them.
9.6 The enactment, validity, construction and performance of this Contract and
the settlement of disputes shall be protected and governed by the law of the
PRC.
9.7 Any disputes arising from or in connection with this Contract shall be
settled by both parties through friendly consultation. Either Party hereto
may, if any dispute cannot be settled by both parties through consultation,
submit the dispute for arbitration.
9.8 Both parties agree to the following terms:
(a) Any dispute or claim relating to the affairs of Party A and
incurring as a result of this Contract, the articles of
association of Party A, the Company Law and other rights and
obligations stipulated by the relevant laws and
administrative regulations between (i) Party A and its
directors; and (ii) holders of overseas listed foreign
shares and Party A's directors shall be submitted to
arbitration by the relevant party.
When the above dispute or claim is submitted to arbitration,
all the claims or disputes shall be taken as a whole. Where
any person having a cause of action due to the same reason
or any person is required to participate in the settlement
of such dispute or claim, if his capacity is Party A or a
shareholder, director, supervisor, manager or other senior
officer of Party A, he shall comply with the arbitration.
Disputes in relation to the classification of shareholders
or register of shareholders shall not be settled by way of
arbitration.
(b) Any party applying for arbitration may elect arbitration by
the China International Economic and Trade Arbitration
Commission or by the Hong Kong International Arbitration
Centre according to their respective rules. After the party
applying for arbitration has submitted the dispute or claim
for arbitration, the other party must conduct arbitration at
the arbitral organ elected by the applicant.
If the party applying for arbitration elects the arbitration
to be conducted at the Hong Kong International Arbitration
Centre, any party may request such arbitration to be
conducted in Shenzhen according to the provisions of the
securities arbitral rules of Hong Kong International
Arbitration Centre.
(c) Settlement of disputes or claims referred to in (a) above by
way of arbitration shall be governed by PRC law, except
otherwise stipulated by laws and administrative regulations.
(d) The award of the arbitral organ shall be final and binding
on both parties.
(e) Such arbitration agreement is concluded between Party A and
Party B. Party A represents both itself and each
shareholder.
(f) Any submitted arbitration shall be deemed to be an
authorisation to the arbitral court to conduct a public
hearing and announce its award.
9.9 If any of the provisions hereof are judged or ruled by the judicial
authorities of the PRC to be invalid or unenforceable, the judgment or ruling
shall not prejudice the effectiveness of the other provisions hereof.
9.10 If either party hereto is in breach of its obligations hereunder, the
other party shall be entitled to take remedial measures such as fixing a time
limit for effecting remedy, performance of the contract, removal of
obstructions, compensation for losses or other legal remedial measures. To the
extent that the same is not against any legal proceedings, either party's
non-exercise or partial exercise of its rights hereunder or non-adoption or
partial adoption of legal remedies shall not operate as such party's waiver of
the exercise of all its rights or the rights which have not been exercised or
such party's waiver of the taking of all the legal remedies or the legal
remedies which have not been taken.
If Party B is in breach of its obligations under this Contract, Party
A shall have the right to take remedial measures according to the articles of
association of Party A.
9.11 The written notices stated herein may be delivered by hand, served by
special delivery or sent by mail. If Party B changes his address, he shall
inform Party A within seven days after he obtains the new address. If Party B
changes his address, he shall conduct the same by fax within seven days after
he obtains the new address.
9.12 This Contract is executed in English and Chinese. If there is any
discrepancy between the two versions, the Chinese version shall prevail.
9.13 This Contract shall have two copies. Party A and Party B shall each hold
one copy which shall have the same effect.
In view of the above, Party A and Party B have signed this Contract
in Beijing.
Party A:
For and on behalf of
China Petroleum & Chemical Corporation
-------------------------------------
Name:
Title:
Party B:
------------------------------------
<page>
Dated the 22nd day of April 2003
Form of
External Director Service Contract
between
China Petroleum & Chemical Corporation
and
the Following Directors:
Fan Yifei
Liu Genyuan
Liu Kegu
<page>
This Contract was made between the following two parties on 22nd April, 2003:
(1) China Petroleum & Chemical Corporation, a company established
according to the laws of The People's Republic of China
("PRC") with its legal address located at A6 Huixindong
Street, Chaoyang District, Beijing, China, PRC ("Party A");
and
(2) [Name of Director], a [Chinese citizen] of [ ],
Postal Code [ ] ("Party B").
As Party B was elected as an external director of Party A at the
first Extraordinary General Meeting of year 2003 convened on 22nd April 2003,
both parties have entered into the following agreement through friendly
negotiations on the principle of equality and mutual benefits in order to
confirm and regulate the relationship between Party A as the appointor and
Party B as the appointee in respect of the service under employment.
Article 1 Appointment
1.1 Party A shall appoint Party B as director of Party A's board of directors
in accordance with the terms of this Contract.
1.2 Party B agrees to be appointed as director of Party A's board of directors
in accordance with the terms of this Contract.
Article 2 Term of Office
2.1 The term of office of Party B appointed as Party A's director shall be
three (3) consecutive years commencing from 22nd April 2003 (the "Effective
Date") until the termination of this Contract upon the occurrence of the
events referred to in Article 7.1 or upon the giving of notice by Party A
under Article 7.2 hereof.
Article 3 Duties
3.1 Party B undertakes to Party A that he shall perform his duties as a
director in accordance with the Company Law of the PRC, Special Regulations of
the State Council regarding the Issue of Shares Overseas and the Listing of
Shares Overseas by Companies Limited by Shares and other relevant laws,
regulations, rules and standards of the PRC, Party A's articles of
association, Party A's Rules of Procedures for Shareholders' General Meetings,
Party A's Rules of Procedures for Board of Directors' Meetings, this Contract,
regulations and internal rules relating to the directors formulated by Party
A, resolutions of Party A's board of directors and shareholders' general
meetings, and agrees that Party A shall be entitled to the remedial measures
stipulated in the articles of association. Party B undertakes to each
shareholder of Party A that he shall observe and perform its obligations owed
to the shareholders as stipulated in the articles of association of Party A.
3.2 Party B undertakes to Party A and warrants to observe and comply with the
Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong
Limited (including the Model Code for Securities Transactions by Directors of
Listed Companies), Code on Takeovers and Mergers and Share Repurchases
promulgated by the Hong Kong Securities and Futures Commission and the
relevant restraints and obligations contained in the Securities (Disclosure of
Interests) Ordinance (Chapter 36 of the Laws of Hong Kong) and Securities and
Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and other laws or
regulations and the relevant rules of the Shanghai Stock Exchange, London
Stock Exchange and the New York Stock Exchange.
3.3 Party B confirms that he owes a fiduciary and diligence obligation to
Party A and that he shall not engage in any activities in competition with
Party A's business or carry out any activities detrimental to the interests of
Party A.
Article 4 Remuneration and Expenses
4.1 From the Effective Date, the remuneration to be received by Party B for
the performance of his services under this Contract as director of Party A
shall beRMB3,000 (after tax) for each time when Party B attends a board of
directors' meeting of Party A in person.
4.2 During the term of this Contract, Party A shall reimburse Party B, to the
extent such reimbursement is permitted by the relevant laws and policies of
the PRC, all reasonable and necessary expenses (including travelling and
entertainment expenses, etc.) incurred by Party B in the provision of services
to Party A hereunder or execution of work in relation to Party A's operation
upon presentation by Party B of the relevant receipts and/or valid documentary
evidence. Party A may also provide Party B beforehand with sums for Party B to
pay various necessary expenses mentioned above, but Party B shall produce to
Party A valid supporting evidence of the expenses as soon as possible, or
regularly as required by Party A, after making use of such sums so as to
offset the sums.
4.3 During the term of this Contract, Party B may participate in the Liability
Insurance Scheme for Directors and Senior Officers arranged by Party A and the
relevant insurance premiums shall be paid by Party A. Party A shall have the
right to cancel or alter the relevant liability insurance scheme (including
the insurance coverage and amount of compensation) or change the relevant
insurance company.
Article 5 Non-Competition
5.1 Unless the relevant competition is made known to the public and (if
required) approved by the relevant regulatory authorities, Party B warrants
that during the term of his appointment as Party A's director and within six
months after the termination of such appointment with Party A, Party B shall
not in any way engage in any business in competition with Party A, or seek any
position from any company or individual who competes in business with Party A
or subsidiaries and branch companies of Party A ("Party A's Group"), or accept
any capacity or position offered by any company or individual who competes in
business with any member of Party A's Group.
Article 6 Confidentiality Liability
6.1 Party B is aware that he will gain access to secret information possessed
by members of Party A's Group and/or kept in custody by members of Party A's
Group (hereinafter referred to as "Confidential Information") in the
performance of his duties hereunder, including but not limited to, documents,
materials, data, information, plans and insider information. Party B confirms
that such Confidential Information is solely owned by members of Party A's
Group and/or is kept in custody by members of Party A's Group.
6.2 Whether during the term of this Contract or within any time after the
termination of Party B's employment as Party A's director, Party B warrants
that (except such Confidential Information may be disclosed to the public not
in violation of the confidentiality undertaking under this Contract):
(a) Party B shall not divulge or disclose the Confidential
Information to any third party in any way, with the
exception of any Confidential Information which Party B must
disclose to the relevant employees of members of Party A's
Group and the professional personnel employed by members of
Party A's Group for the performance of his obligations
hereunder and any Confidential Information the disclosure of
which is authorised by the board of directors or is ordered
by a court of competent jurisdiction;
(b) Party B shall not make use of the Confidential Information
in any way for his own benefit or for the benefit of his
friends and relatives or any third party without Party A's
permission; or
(c) Party B shall take all necessary measures to prevent the
Confidential Information from spreading or disclosure to any
third party without Party A's permission.
6.3 Upon the expiry of this Contract or earlier termination of Party B's
appointment, Party B shall immediately, completely and effectively return to
Party A all the information relating to the business of members of Party A's
Group (including, but not limited to, Party A's documents, personal notes,
records, reports, handbooks, drawings, forms, computer diskettes and tapes)
within Party B's possession or under his control whether or not the same was
originally supplied to Party B by Party A.
6.4 Party B agrees that various intellectual rights formulated, developed,
created and made by him during the term of his services hereunder shall
exclusively belong to Party A, with the exception of various intellectual
rights which are not formulated, developed, created and made by him during his
working hours with the use of any assets or resources belonging to Party A.
Article 7 Termination of Appointment
7.1 When any one of the following events occurs to Party B, the employment
between Party A and Party B herein shall be immediately and automatically
terminated: (unless otherwise decided by the board of directors)
(a) death of Party B;
(b) Party B is prohibited by any laws, regulations, rules,
practice directions or practice rules from taking up the
post of director or Party B loses the qualifications to act
as director;
(c) if due to health reasons, Party B is unable to fully perform
his duties hereunder for twelve months;
(d) Party B commits any serious breach and/or repeated and/or
continual breach of any of Party B's obligations hereunder;
(e) Party B is guilty of any serious misconduct or serious
neglect in the discharge of Party B's duties hereunder;
(f) Party B's actions or omissions bring the name or reputation
of Party A or any member of Party A's Group into serious
disrepute or prejudices the business interests of Party A or
other members of Party A's Group;
(g) Party B is or has become of unsound mind or shall be or
become a patient for the purpose of any laws relating to
mental health;
(h) Party B is sued for criminal liability or convicted of any
criminal offence other than an offence which in the
reasonable opinion of the board of directors of Party A does
not affect Party B's position as a director of Party A
(bearing in mind the nature of the duties in which Party B
is appointed and the capacities in which Party B is
appointed);
(i) Party B is removed from the office of director of Party A or
fails to be re-elected as a director of Party A;
(j) Party B leaves the service according to the articles of
association of Party A; or
(k) Party B fails to attend the board of directors' meeting of
Party A in person consecutively for two times, neither does
he authorise another director to attend such meeting to his
behalf.
7.2 In addition to the aforesaid provisions of Article 7.1, Party A may also
discharge the appointment relationship between Party A and Party B by giving
notice in writing to Party B when any one of the following events occurs:
(a) Party B is unable to substantially perform his duties
hereunder due to health reasons, within any twelve-month
period for a cumulative total of two hundred and sixty-five
working days. Then, Party A may at any time discharge Party
B from the post of director by giving Party B a fourteen-day
written notice of discharge.
(b) Party B is in breach of his obligations as a director or the
provisions of this Contract and does not repent after
warning has been given by Party A.
(c) Damage or loss has been caused to Party A due to Party B's
wilful or material default in the performance of his duties
hereunder.
Any delay by Party A in exercising such right of termination shall
not constitute a waiver thereof.
7.3 If the appointment relationship between both parties herein is terminated
due to the occurrence of any of the events referred to in Article 7.1 or 7.2
above, such termination shall not affect Party A's rights herein against Party
B and the provisions of Articles 5 and 6 hereof shall still be applicable.
7.4 In the event of the termination of the appointment of Party B for whatever
reason and whether by prior notice or in any other manner whatsoever, Party B
agrees that he will not at any time after such termination represent himself
as still having any connection with Party A.
7.5 Party B shall not, during the continuance of his appointment or within a
period of one year after the termination thereof, either on his own behalf or
on behalf of any other person, entice away from any member of Party A's Group
any employee, worker, manager or director of any member of Party A's Group,
whether or not such person would commit any breach of his contract of
employment with any member of Party A's Group by reason of his leaving
service.
Article 8 Effectiveness of the Contract
This Contract shall become effective after approval at the shareholders'
general meeting of Party A and signing by both parties.
Article 9 Additional Clauses
9.1 This Contract is an agreement relating to the provision of services by
Party B personally. Therefore Party B's rights, interests, obligations,
duties, etc. hereunder shall not be transferred, assigned or delegated to any
third party (except the appointment in writing by Party B of any other
director of Party A as proxy to attend a board meeting of Party A).
9.2 Without the written consent of both parties, neither party hereto shall
make any addition to, deletion from or amendment to any provisions hereof.
9.3 The heading of each Article hereof is inserted for the purpose of
convenience only and shall not prejudice the meaning or construction of the
provisions hereof.
9.4 The word "laws" referred to herein include such legal documents as laws,
regulations, rules, provisions, standard opinions, decisions, etc. formulated
by the legislative and administrative authorities of the PRC and any
amendments or alterations by such authorities to the legal documents
promulgated or formulated by them.
9.5 The enactment, validity, construction and performance of this Contract and
the settlement of disputes shall be protected and governed by the law of the
PRC.
9.6 Any disputes arising from or in connection with this Contract shall be
settled by both parties through friendly consultation. Either Party hereto
may, if any dispute cannot be settled by both parties through consultation,
submit the dispute for arbitration.
9.7 Both parties agree to the following terms:
(a) Any dispute or claim relating to the affairs of Party A and
incurring as a result of this Contract, the articles of
association of Party A, the Company Law and other rights and
obligations stipulated by the relevant laws and
administrative regulations between (i) Party A and its
directors; and (ii) holders of overseas listed foreign
shares and Party A's directors shall be submitted to
arbitration by the relevant party.
When the above dispute or claim is submitted to arbitration,
all the claims or disputes shall be taken as a whole. Where
any person having a cause of action due to the same reason
or any person is required to participate in the settlement
of such dispute or claim, if his capacity is Party A or a
shareholder, director, supervisor, manager or other senior
officer of Party A, he shall comply with the arbitration.
Disputes in relation to the classification of shareholders
or register of shareholders shall not be settled by way of
arbitration.
(b) Any party applying for arbitration may elect arbitration by
the China International Economic and Trade Arbitration
Commission or by the Hong Kong International Arbitration
Centre according to their respective rules. After the party
applying for arbitration has submitted the dispute or claim
for arbitration, the other party must conduct arbitration at
the arbitral organ elected by the applicant.
If the party applying for arbitration elects the arbitration
to be conducted at the Hong Kong International Arbitration
Centre, any party may request such arbitration to be
conducted in Shenzhen according to the provisions of the
securities arbitral rules of Hong Kong International
Arbitration Centre.
(c) Settlement of disputes or claims referred to in (a) above by
way of arbitration shall be governed by PRC law, except
otherwise stipulated by laws and administrative regulations.
(d) The award of the arbitral organ shall be final and binding
on both parties.
(e) Such arbitration agreement is concluded between Party A and
Party B. Party A represents both itself and each
shareholder.
(f) Any submitted arbitration shall be deemed to be an
authorisation to the arbitral court to conduct a public
hearing and announce its award.
9.8 If any of the provisions hereof are judged or ruled by the judicial
authorities of the PRC to be invalid or unenforceable, the judgment or ruling
shall not prejudice the effectiveness of the other provisions hereof.
9.9 If either party hereto is in breach of its obligations hereunder, the
other party shall be entitled to take remedial measures such as fixing a time
limit for effecting remedy, performance of the contract, removal of
obstructions, compensation for losses or other legal remedial measures. To the
extent that the same is not against any legal proceedings, either party's
non-exercise or partial exercise of its rights hereunder or non-adoption or
partial adoption of legal remedies shall not operate as such party's waiver of
the exercise of all its rights or the rights which have not been exercised or
such party's waiver of the taking of all the legal remedies or the legal
remedies which have not been taken.
If Party B is in breach of its obligations under this Contract, Party
A shall have the right to take remedial measures according to the articles of
association of Party A.
9.10 The written notices stated herein may be delivered by hand, served by
special delivery or sent by mail. If Party B changes his address, he shall
inform Party A within seven days after he obtains the new address. If Party B
changes his address, he shall conduct the same by fax within seven days after
he obtains the new address.
9.11 This Contract is executed in English and Chinese. If there is any
discrepancy between the two versions, the Chinese version shall prevail.
9.12 This Contract shall have two copies. Party A and Party B shall each hold
one copy which shall have the same effect.
In view of the above, Party A and Party B have signed this Contract
in Beijing.
Party A:
For and on behalf of
China Petroleum & Chemical Corporation
-------------------------------------
Name:
Title:
Party B:
-------------------------------------
<page>
Dated the 22nd day of April 2003
Form of
Employee Representative Director Service Contract
between
China Petroleum & Chemical Corporation
and
Cao Yaofeng
This Contract was made between the following two parties on 22nd April, 2003:
(1) China Petroleum and Chemical Corporation, a company established
according to the laws of The People's Republic of China
("PRC") with its legal address located at A6 Huixindong
Street, Chaoyang District, Beijing, China, PRC ("Party A");
and
(2) [Name of Director], a [Chinese citizen] of [ ],
Postal Code [ ] ("Party B").
As Party B was elected as a staff director of Party A at the first
Extraordinary General Meeting of year 2003 convened on 22nd April 2003, both
parties have entered into the following agreement through friendly
negotiations on the principle of equality and mutual benefits in order to
confirm and regulate the relationship between Party A as the employer and
Party B as the employee in respect of the service under employment.
Article 1 Engagement
1.1 Party A shall employ Party B as director of Party A's board of directors
in accordance with the terms of this Contract.
1.2 Party B agrees to be employed as director of Party A's board of directors
in accordance with the terms of this Contract.
Article 2 Term of Office
2.1 The term of office of Party B employed as Party A's director shall be
three (3) consecutive years commencing from 22nd April 2003 (the "Effective
Date") until the termination of this Contract upon the occurrence of the
events referred to in Article 7.1 or upon the giving of notice by Party A
under Article 7.2 hereof.
Article 3 Duties
3.1 Party B undertakes to Party A that he shall perform his duties as a
director in accordance with the Company Law of the PRC, Special Regulations of
the State Council regarding the Issue of Shares Overseas and the Listing of
Shares Overseas by Companies Limited by Shares and other relevant laws,
regulations, rules and standards of the PRC, Party A's articles of
association, Party A's Rules of Procedures for Shareholders' General Meetings,
Party A's Rules of Procedures for Board of Directors' Meetings, this Contract,
regulations and internal rules relating to the directors formulated by Party
A, resolutions of Party A's board of directors and shareholders' general
meetings, and agrees that Party A shall be entitled to the remedial measures
stipulated in the articles of association. Party B undertakes to each
shareholder of Party A that he shall observe and perform its obligations owed
to the shareholders as stipulated in the articles of association of Party A.
3.2 Party B undertakes to Party A and warrants to observe and comply with the
Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong
Limited (including the Model Code for Securities Transactions by Directors of
Listed Companies), Code on Takeovers and Mergers and Share Repurchases
promulgated by the Hong Kong Securities and Futures Commission and the
relevant restraints and obligations contained in the Securities (Disclosure of
Interests) Ordinance (Chapter 36 of the Laws of Hong Kong) and Securities and
Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and other laws or
regulations and the relevant rules of the Shanghai Stock Exchange, London
Stock Exchange and the New York Stock Exchange.
3.3 Party B confirms that he owes a fiduciary and diligence obligation to
Party A and that he shall not engage in any activities in competition with
Party A's business or carry out any activities detrimental to the interests of
Party A.
Article 4 Remuneration and Expenses
4.1 From the Effective Date, the remuneration to be received by Party B for
the performance of his services under this Contract as director representing
staff members of Party A shall be determined in accordance with the provisions
in respect of the remuneration of the unit by which Party B is employed.
4.2 During the term of this Contract, Party A shall reimburse Party B, to the
extent such reimbursement is permitted by the relevant laws and policies of
the PRC, all reasonable and necessary expenses (including travelling and
entertainment expenses, etc.) incurred by Party B in the provision of services
to Party A hereunder or execution of work in relation to Party A's operation
upon presentation by Party B of the relevant receipts and/or valid documentary
evidence. Party A may also provide Party B beforehand with sums for Party B to
pay various necessary expenses mentioned above, but Party B shall produce to
Party A valid supporting evidence of the expenses as soon as possible, or
regularly as required by Party A, after making use of such sums so as to
offset the sums.
4.3 During the term of this Contract, Party B may participate in the Liability
Insurance Scheme for Directors and Senior Officers arranged by Party A and the
relevant insurance premiums shall be paid by Party A. Party A shall have the
right to cancel or alter the relevant liability insurance scheme (including
the insurance coverage and amount of compensation) or change the relevant
insurance company.
Article 5 Non-Competition
5.1 Unless the relevant competition is made known to the public and (if
required) approved by the relevant regulatory authorities, Party B warrants
that during the term of his employment as Party A's director and within six
months after the termination of such employment with Party A, Party B shall
not in any way engage in any business in competition with Party A, or seek any
position from any company or individual who competes in business with Party A
or subsidiaries and branch companies of Party A ("Party A's Group"), or accept
any capacity or position offered by any company or individual who competes in
business with any member of Party A's Group.
Article 6 Confidentiality Liability
6.1 Party B is aware that he will gain access to secret information possessed
by members of Party A's Group and/or kept in custody by members of Party A's
Group (hereinafter referred to as "Confidential Information") in the
performance of his duties hereunder, including but not limited to, documents,
materials, data, information, plans and insider information. Party B confirms
that such Confidential Information is solely owned by members of Party A's
Group and/or is kept in custody by members of Party A's Group.
6.2 Whether during the term of this Contract or within any time after the
termination of Party B's employment as Party A's director, Party B warrants
that (except such Confidential Information may be disclosed to the public not
in violation of the confidentiality undertaking under this Contract):
(a) Party B shall not divulge or disclose the Confidential
Information to any third party in any way, with the
exception of any Confidential Information which Party B must
disclose to the relevant employees of members of Party A's
Group and the professional personnel employed by members of
Party A's Group for the performance of his obligations
hereunder and any Confidential Information the disclosure of
which is authorised by the board of directors or is ordered
by a court of competent jurisdiction;
(b) Party B shall not make use of the Confidential Information
in any way for his own benefit or for the benefit of his
friends and relatives or any third party without Party A's
permission; or
(c) Party B shall take all necessary measures to prevent the
Confidential Information from spreading or disclosure to any
third party without Party A's permission.
6.3 Upon the expiry of this Contract or earlier termination of Party B's
employment, Party B shall immediately, completely and effectively return to
Party A all the information relating to the business of members of Party A's
Group (including, but not limited to, Party A's documents, personal notes,
records, reports, handbooks, drawings, forms, computer diskettes and tapes)
within Party B's possession or under his control whether or not the same was
originally supplied to Party B by Party A.
6.4 Party B agrees that various intellectual rights formulated, developed,
created and made by him during the term of his services hereunder shall
exclusively belong to Party A, with the exception of various intellectual
rights which are not formulated, developed, created and made by him during his
working hours with the use of any assets or resources belonging to Party A.
Article 7 Termination of Employment
7.1 When any one of the following events occurs to Party B, the employment
between Party A and Party B herein shall be immediately and automatically
terminated: (unless otherwise decided by the board of directors)
(a) death of Party B;
(b) Party B is prohibited by any laws, regulations, rules,
practice directions or practice rules from taking up the
post of director or Party B loses the qualifications to act
as director;
(c) if due to health reasons, Party B is unable to fully perform
his duties hereunder for twelve months;
(d) Party B commits any serious breach and/or repeated and/or
continual breach of any of Party B's obligations hereunder;
(e) Party B is guilty of any serious misconduct or serious
neglect in the discharge of Party B's duties hereunder;
(f) Party B's actions or omissions Party B brings the name or
reputation of Party A or any member of Party A's Group into
serious disrepute or prejudices the business interests of
Party A or other members of Party A's Group;
(g) Party B is or has become of unsound mind or shall be or
become a patient for the purpose of any laws relating to
mental health;
(h) Party B is sued for criminal liability or convicted of any
criminal offence other than an offence which in the
reasonable opinion of the board of directors of Party A does
not affect Party B's position as a director of Party A
(bearing in mind the nature of the duties in which Party B
is engaged and the capacities in which Party B is engaged);
(i) Party B is removed from the office of director of Party A or
fails to be re-elected as a director of Party A;
(j) Party B leaves the service according to the articles of
association of Party A; or
(k) Party B fails to attend the board of directors' meeting of
Party A in person consecutively for two times, neither does
he authorise another director to attend such meeting on his
behalf.
7.2 In addition to the aforesaid provisions of Article 7.1, Party A may also
discharge the employment relationship between Party A and Party B by giving
notice in writing to Party B when any one of the following events occurs:
(a) Party B is unable to substantially perform his duties
hereunder due to health reasons, within any twelve-month
period for a cumulative total of two hundred and sixty-five
working days. Then, Party A may at any time discharge Party
B from the post of director by giving Party B a fourteen-day
written notice of discharge.
(b) Party B is in breach of his obligations as a director or the
provisions of this Contract and does not repent after
warning has been given by Party A.
(c) Damage or loss has been caused to Party A due to Party B's
wilful or material default in the performance of his duties
hereunder.
Any delay by Party A in exercising such right of termination shall
not constitute a waiver thereof.
7.3 If the employment relationship between both parties herein is terminated
due to the occurrence of any of the events referred to in Article 7.1 or 7.2
above, such termination shall not affect Party A's rights herein against Party
B and the provisions of Articles 5 and 6 hereof shall still be applicable.
7.4 In the event of the termination of the employment of Party B for whatever
reason and whether by prior notice or in any other manner whatsoever, Party B
agrees that he will not at any time after such termination represent himself
as still having any connection with Party A.
7.5 Party B shall not, during the continuance of his employment or within a
period of one year after the termination thereof, either on his own behalf or
on behalf of any other person, entice away from any member of Party A's Group
any employee, worker, manager or director of any member of Party A's Group,
whether or not such person would commit any breach of his contract of
employment with any member of Party A's Group by reason of his leaving
service.
Article 8 Effectiveness of the Contract
This Contract shall become effective after approval at the shareholders'
general meeting of Party A and signing by both parties.
Article 9 Additional Clauses
9.1 This Contract is an agreement relating to the provision of services by
Party B personally. Therefore Party B's rights, interests, obligations,
duties, etc. hereunder shall not be transferred, assigned or delegated to any
third party (except the appointment in writing by Party B of any other
director of Party A as proxy to attend a board meeting of Party A).
9.2 Without the written consent of both parties, neither party hereto shall
make any addition to, deletion from or amendment to any provisions hereof.
9.3 The heading of each Article hereof is inserted for the purpose of
convenience only and shall not prejudice the meaning or construction of the
provisions hereof.
9.4 The word "laws" referred to herein include such legal documents as laws,
regulations, rules, provisions, standard opinions, decisions, etc. formulated
by the legislative and administrative authorities of the PRC and any
amendments or alterations by such authorities to the legal documents
promulgated or formulated by them.
9.5 The enactment, validity, construction and performance of this Contract and
the settlement of disputes shall be protected and governed by the law of the
PRC.
9.6 Any disputes arising from or in connection with this Contract shall be
settled by both parties through friendly consultation. Either Party hereto
may, if any dispute cannot be settled by both parties through consultation,
submit the dispute for arbitration.
9.7 Both parties agree to the following terms:
(a) Any dispute or claim relating to the affairs of Party A and
incurring as a result of this Contract, the articles of
association of Party A, the Company Law and other rights and
obligations stipulated by the relevant laws and
administrative regulations between (i) Party A and its
directors; and (ii) holders of overseas listed foreign
shares and Party A's directors shall be submitted to
arbitration by the relevant party.
When the above dispute or claim is submitted to arbitration,
all the claims or disputes shall be taken as a whole. Where
any person having a cause of action due to the same reason
or any person is required to participate in the settlement
of such dispute or claim, if his capacity is Party A or a
shareholder, director, supervisor, manager or other senior
officer of Party A, he shall comply with the arbitration.
Disputes in relation to the classification of shareholders
or register of shareholders shall not be settled by way of
arbitration.
(b) Any party applying for arbitration may elect arbitration by
the China International Economic and Trade Arbitration
Commission or by the Hong Kong International Arbitration
Centre according to their respective rules. After the party
applying for arbitration has submitted the dispute or claim
for arbitration, the other party must conduct arbitration at
the arbitral organ elected by the applicant.
If the party applying for arbitration elects the arbitration
to be conducted at the Hong Kong International Arbitration
Centre, any party may request such arbitration to be
conducted in Shenzhen according to the provisions of the
securities arbitral rules of Hong Kong International
Arbitration Centre.
(c) Settlement of disputes or claims referred to in (a) above by
way of arbitration shall be governed by PRC law, except
otherwise stipulated by laws and administrative regulations.
(d) The award of the arbitral organ shall be final and binding
on both parties.
(e) Such arbitration agreement is concluded between Party A and
Party B. Party A represents both itself and each
shareholder.
(f) Any submitted arbitration shall be deemed to be an
authorisation to the arbitral court to conduct a public
hearing and announce its award.
9.8 If any of the provisions hereof are judged or ruled by the judicial
authorities of the PRC to be invalid or unenforceable, the judgment or ruling
shall not prejudice the effectiveness of the other provisions hereof.
9.9 If either party hereto is in breach of its obligations hereunder, the
other party shall be entitled to take remedial measures such as fixing a time
limit for effecting remedy, performance of the contract, removal of
obstructions, compensation for losses or other legal remedial measures. To the
extent that the same is not against any legal proceedings, either party's
non-exercise or partial exercise of its rights hereunder or non-adoption or
partial adoption of legal remedies shall not operate as such party's waiver of
the exercise of all its rights or the rights which have not been exercised or
such party's waiver of the taking of all the legal remedies or the legal
remedies which have not been taken.
If Party B is in breach of its obligations under this Contract, Party
A shall have the right to take remedial measures according to the articles of
association of Party A.
9.10 The written notices stated herein may be delivered by hand, served by
special delivery or sent by mail. If Party B changes his address, he shall
inform Party A within seven days after he obtains the new address. If Party B
changes his address, he shall conduct the same by fax within seven days after
he obtains the new address.
9.11 This Contract is executed in English and Chinese. If there is any
discrepancy between the two versions, the Chinese version shall prevail.
9.12 This Contract shall have two copies. Party A and Party B shall each hold
one copy which shall have the same effect.
In view of the above, Party A and Party B have signed this Contract
in Beijing.
Party A:
For and on behalf of
China Petroleum & Chemical Corporation
----------------------------------------
Name:
Title:
Party B:
----------------------------------------