EMPLOYMENT CONTRACT

BETWEEN:  Wuhan Fengze Agricultural Science and Technology Development Co., Ltd., a company legally incorporated under the laws of People’s Republic of China, (Mailing address: Suite F, 23rd Floor, Building B, Jiangjing Mansion, 228 Yanjiang Ave., Jiang’an District, Wuhan City, Hubei Province) acting and represented herein by Ms. Hanying Li, chairwoman of the board, declaring duly authorized, (Hereinafter referred to "Fengze")

 

AND:   Mr. Jun Wang, residing at Room 101,  Building 102, Wuhan Tielu Residential Quarter, Wuhan City, Hubei Province  (hereinafter referred to "Mr. Jun Wang")

 

(Fengze and Mr. Jun Wang hereinafter collectively called "Parties")

 

 

The preamble is an integral part of this contract.

 

WHEREAS FENGZE requires the services of Mr. Jun Wang as Chief Financial Officer (CFO);

 

WHEREAS, Mr. Jun Wang agreed to provide FENGZE his full-time services as CFO;

 

WHEREAS the parties wish to confirm their agreement in writing;

 

WHEREAS the parties have the capacity and quality of exercise all the rights necessary for the conclusion and implementation of the agreement found in this contract;

 

THEREFORE THE FOREGOING, THE PARTIES AGREE AS FOLLOWS:

 

 

 

Mr. Jun Wang agrees to assume full-time for FENGZE (minimum of forty (40) hours per week) the role of CFO during the entire duration of the contract;

 

 

This contract is for an initial term of 30 months( From July 09, 2013 to December 31, 2015) renewable for an additional period of 24 months unless either party terminates it in writing at least three (3) months before the expiration of the initial term;

 

 

 

 

In consideration of the provision of services, FENGZE to pay Mr. Jun Wang, as compensation;

 

The gross amount of RMB 480,000 ($76,190 US dollars) annually is constituted by a basis compensation of RMB 240,000 ($38,095 US dollars) and a conditional Year-end awards that no more than RMB 240,000 ($38,095 US dollars).

The basis compensation is calculated at the rate of twelve (12) equal monthly installments consecutively of RMB 20,000 ($3,175 US dollars) each, less withholding taxes applicable.

The Year-end award shall only be paid under the condition of 3.3.3

 

FENGZE will reimburse Mr. Jun Wang all reasonable expenses incurred in connection with this Agreement, upon presentation of appropriate documentation;

 

 

3 .3.1The price payable by FENGZE to Mr. Jun Wang is as follows:

 

3.3.2 The sum of RMB 20,000 ($3,175 US dollars) shall be paid on the 9th of each month from July 9th, 2013.

 

3.3.3 The sum of Year-end award shall be paid on the December 31, 2013, 2014 and 2015 only under the condition that FENGZE’s annual profit reach or over 50% of its last year’s annual profit. And the data of each FENGZE’s annual profit shall in accordance with audit report issued at the end of corresponding year.

3.3.4 Expenses will be reimbursed on presentation of an expense account on the 24th of each month.

 

 

 

FENGZE agrees and undertakes to Mr. Jun Wang as follows:

 

 

FENGZE to bring Mr. Jun Wang collaboration and will provide information necessary to ensure the full and faithful discharge of services to be rendered;

 

 

Mr. Jun Wang agrees and undertakes to FENGZE to the following:

The services must be made full time in a professional manner, according to the rules generally accepted by industry.

 

 

Mr. Jun Wang recognizes that certain disclosures to be provided by FENGZE have or may have considerable strategic importance, and therefore represent trade secrets for purposes of this contract. During the term of this Contract and for a period of 30 months following the end of it, Mr. Jun Wang is committed to FENGZE to:

 

a) keep confidential and not disclose the information;

 

b) take and implement all appropriate measures to protect the confidentiality of the information;

 

c) not disclose, transmit, exploit or otherwise use for its own account or for others, elements of information;

 

 

During the term of this Contract and for a period of   24   months following the end of it, Mr. Jun Wang is committed to FENGZE not render services to or for direct or indirect competitors of FENGZE.

 

4.5.2

Maintain executive responsibility for financial operations, including working capital, capital expenditures, debt levels, taxes, budget, and general accounting.

4.5.3

Develop and direct financial plans to the strategic business plan, company growth, and market opportunities and direction.

4.5.4

Establish and maintain stable cash flow management policies and procedures, and ensure cash resources are available for daily operations and business and product development.

4.5.5

Set-up and/or oversee all financial and operational controls and metrics within the organization.

 

 

4.5.6

Analyze current and future business operations and plans to determine financial effectiveness.

4.5.7

Manage outside lending and equity relationships, as well as relations with investors and shareholders within the investment community.

4.5.8

Prepare and file federal, state, third-party, and other financial reports to ensure compliance with GAAP, SEC, and IRS and other taxing entity requirements.

4.5.9

Establish the performance goals, allocate resources, and assess policies for employees, through other managers.

 

 

Neither party may bind the other in any way whatsoever to anyone, except in accordance with the provisions of this contract.

 

 

Mr. Jun Wang represents and warrants to FENGZE that:

 

a) he has the capacity required to undertake under this contract, such capacity was not limited by any commitment to another person;

 

b) he has the expertise and experience required to execute and complete the its obligations under this contract;

 

c) he will make services efficient and professional manner, according to the rules generally accepted by industry;

 

 

Either party may terminate this contract at any time, upon presentation of a 60 days notice given to the other party. Amounts due and options purchases of shares will be delivered when calculated on a pro-rata to the time elapsed since the last payment or the last delivery of stock options.

 

 

Unless specific provision to the contrary in this Agreement, the following provisions apply.

 

 

 

Neither party can be considered in default under this contract if the performance of its obligations in whole or in part is delayed or prevented by following a force majeure situation. Force majeure is an external event, unforeseeable, irresistible and it absolutely impossible to fulfill an obligation.

 

 

The possible illegality or invalidity of an article, a paragraph or provision (or part of an article, a paragraph or provision) does not in any way affect the legality of other items, paragraphs or provisions of this contract, nor the rest of this article, this paragraph or provision unless a contrary intention is evident in the text.

 

 

Any notice to a party is deemed to have been validly given if in writing and sent by registered or certified mail, by bailiff or by courier to such party at the address listed at the beginning of this contract or any other address that the party may indicate a similar notice to another party. A copy of any notice sent by mail must be sent by one mode of delivery mentioned above.

 

 

The headings used in this contract are only for reference and convenience only. They do not affect the meaning or scope of the provisions they designate.

 

 

The inertia, neglect or delay by any party to exercise any right or remedy under this Agreement shall in no way be construed as a waiver of such right or remedy.

 

 

All the rights mentioned in this Agreement are cumulative and not alternative. The waiver of a right should not be construed as a waiver of any other right.

 

 

This contract represents the full and entire agreement between the parties. No statement, representation, promise or condition not contained in this agreement can and should be allowed to contradict, modify or affect in any manner whatsoever the terms thereof.

 

 

 

This contract may be amended only by a writing signed by all parties.

 

 

All words and terms used in this agreement shall be interpreted as including the masculine and feminine and singular and plural as the context or meaning of this contract.

 

 

Neither party may assign or otherwise transfer to any third party or of his rights in this contract without the prior written permission of the other party to that effect.

 

 

In computing any period fixed by the contract:

 

a) the day that marks the starting point is not counted, but the terminal is;

 

b) non-juridical days (Saturdays, Sundays and holidays) are counted;

 

c) when the last day is not legal, the deadline is extended to the next juridical day.

 

 

All sums of money under this contract refer to Chinese currency.

 

 

This contract is subject to the laws of the People’s Republic of China.

 

 

The parties agree to elect domicile in the judicial district of Wuhan, China, and chose it as the appropriate district to hear any claim arising from the interpretation, application, and performance, the entry into force, validity and effect of this contract.

 

 

When initialed and signed by all parties, each copy of this contract shall be deemed an original, but these examples do not reflect all one and the same agreement.

 

 

 

This contract binds the parties and their successors, heirs and assigns, respectively.

 

 

If a party consists of two or more persons, they are forced and severally liable to the other party.

 

 

If a party must fulfill an obligation under this contract within a specified time, the passage of time will effectively be part of this notice.

 

 

This Agreement shall enter into force July 09, 2013.

 

 

SIGNED BY Two (2) copies,

 

IN THE CITY OF WUHAN, HUBEI PROVINCE, 

DATED: July 09, 2013

 

 

Wuhan Fengze Agricultural Science and Technology Development Co., Ltd

 

______________________________

 

Mr. Jun Wang

 

______________________________