CHINA CHEMICAL CORP.
1, Electric Power Road, Zhou Cun District
Zibo, People’s Republic of China 255330
July 7, 2011
Ms. Fengzhen Zhou
Dear Ms. Zhou:
This is to confirm the terms of your appointment as a Non-Executive Director of China Chemical Corp. (the “Company”).
本任命书旨在确认您成为China Chemical Corp. 非雇员董事的任命条款。
Overall, in terms of time commitment, we expect your attendance at all the Board of Directors (the "Board") meetings and meetings of the audit, compensation and nomination committees of the Board (as applicable) and the General Meetings (if requested). In addition, you will be expected to devote appropriate preparation time ahead of each meeting.
By accepting this appointment, you have confirmed that you are able to allocate sufficient time to meet the expectations of this position.
1. For and in consideration of the services to be performed by you, Company agrees to pay you as follows:
$30,700 per year.
2. The term of your appointment as a non-employee Director of the Company shall be for one year or until the next Annual Meeting of Stockholders.
3. You will undertake such travelling as may reasonably be necessary for the performance of your duties, including travelling for Board meetings and site visits if required.
4. You will undertake such duties and powers relating to the Company and any subsidiaries or associated companies of the Company (the “Group”) as the Board may from time to time reasonably request. Directors have the same general legal responsibilities to the Company as any other director. The Board as a whole is collectively responsible for promoting the success of the Company by directing and supervising the Company’s affairs, inter alia, as follows:
4.1 Providing entrepreneurial leadership of the Group within a framework of prudent and effective controls which enable risk to be assessed and managed; and
4.2 Setting the Group’s strategic aims, ensures that the necessary financial and human resources are in place for the Group to meet its objectives and reviews management performance; and
4.3 Setting the Group’s values and standards and ensures that its obligations to its shareholders and others are understood and met.
5.1 You undertake to the Company that you shall maintain in strict confidentiality all trade, business, technical or other information regarding the Company, the Group, its affiliated entities and their business affairs including, without limitation, all marketing, sales, technical and business know-how, intellectual property, trade secrets, identity and requirements of customers and prospective customers, the Company’s methods of doing business and any and all other information relating to the operation of the Company (collectively, the “Confidential Information”). You shall at no time disclose any Confidential Information to any person, firm, or entity, for any purpose unless such disclosure is required in order to fulfil your responsibilities as director. You further undertake that you shall not use such Confidential Information for personal gain.
您承诺公司会对公司、集团及其关联实体的贸易、商业、技术及其他信息与业务，包括但不限于， 所有的市场推广、销售、技术和商业专有技术、知识产权、商业秘密、客户与潜在客户的身份和要求，公司进行业务的发稿时以及其他所有与公司运营相关的信息 （合称“机密信息”）严格保守秘密。您不得在任何时候对任何人、公司或者实体，以任何目的披露机密信息，除非该披露是为了履行董事的职责。您进一步保证不得使用机密信息谋取个人利益。
“Confidential Information” shall not include information that (i) is or becomes part of the public domain other than as a result of disclosure by you, (ii) becomes available to you on a non-confidential basis from a source other than the Company, provided that the source is not bound with respect to that information by a confidentiality agreement with the Group or is otherwise prohibited from transmitting that information by a contractual legal or other obligation, or (iii) can be proven by you to have been in your possession prior to disclosure of the information by the Company. In the event that you are requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or other process) to disclose any Confidential Information, it is agreed that you, to the extent practicable under the circumstances, will provide the Company with prompt notice of any such request or requirement so that the Company may seek an appropriate protective order or waive compliance with this paragraph 6. If a protective order or the receipt of a waiver hereunder has not been obtained, you may disclose only that portion of the Confidential Information which you are legally compelled to disclose.
5.2 Blackout Period. You understand that we have a policy pursuant to which no officer, director or key executive may not engage in transactions in our stock during the period commencing two weeks prior to the end of a fiscal quarter and ending the day after the financial information for the quarter and year have been publicly released. As a member of the Board, if you have information concerning our financial results at any time, you may not engage in transactions in our securities until the information is publicly disclosed.
5.3 禁售期。 您了解我们有禁售的政策。根据该政策任何高管、董事或者主要高管在财政季度最后两个的星期到该财政季度财务报表公布之前不得从事任何公司股票的交易。作为董事会成员，如果您在任何时候拥有跟公司财务结果有关的信息，在此信息成为公开消息之前，不能充实任何公司股票的交易。
6.1 Subject to paragraph 6.2 hereunder, this appointment shall terminate immediately and without claim for compensation on the occurrence of any of the following events:
6.1.1 if you resign as a director of the Company for any reason; and/or
6.1.2 if you are removed or not re-appointed as a director of the Company at a General Meeting of the Company in accordance with the requirements of the Delaware General Corporate Law and/or any other applicable law or regulation (the "Law") and/or the Company's Certificate of Incorporation; and/or
6.1.3 if you have been declared bankrupt or made an arrangement or composition with or for the benefit of your creditors; and/or
6.1.4 if you have been disqualified from acting as a director (including, but not limited to, an event in which you are declared insane or become of unsound mind or become physically incapable of performing your functions as director for a period of at least 60 days); and/or
6.15 with your death; and/or
6.16 if an order of a court having jurisdiction over the Company requires you to resign;
6.2 Any termination of this letter of appointment shall be without payment of damages or compensation (except that you shall be entitled to any accrued Fees or Expenses properly incurred under the terms of this letter of appointment prior to the date of such termination).
7. On termination of this appointment, you shall return all property belonging to a Group company, together with all documents, papers, disks and information, howsoever stored, relating to a Group company and used by you in connection with this position with the Company.
8. Subject to the proper performance of your obligations to the Company under this letter of appointment and any applicable law, the Company agrees that you will be free to accept other appointments and directorships provided that:
8.1 They do not in any way conflict with the interests of the Company or any member of the Group; and
8.2 They do not restrict you from devoting the necessary time and attention properly to services to be performed under this letter of appointment; and
8.3 In the event that you become aware of any potential conflicts of interest, these must be disclosed to the Chairman and/or the Chief Executive Officer (the "CEO") of the Company as soon as they become apparent.
9. The performance of individual directors and the Board and its committees is evaluated annually. If, in the interim, there are any matters which cause you concern about your position, you should discuss them with the Chairman and/or the CEO as soon as is appropriate.
10. In addition to any right pursuant to applicable law, occasions may arise when you consider that you need professional advice in the furtherance of your duties as a director. Circumstances may occur when it will be appropriate for you to seek such advice from independent advisors at the Company’s expense, to the extent provided under applicable law and subject to the prior written approval of the CEO.
11. This letter refers to your appointment as a director of the Company and your (possible) membership of the audit, nomination and the remuneration committees of the board.
12. You shall be obligated to comply at all times with the Company’s inside trading policies as in effect from time to time.
13. You shall discharge your general duties as a director pursuant to the Company's Certificate of Incorporation of the Company and applicable law.
14. This letter of appointment shall be governed by and construed in accordance with the law of the State of New York.
[Signature page follows.]
Please sign the attached copy of this letter and return it to the Company to signify your acceptance of the terms set out above.
CHINA CHEMICAL CORP.
/s/ Lu Feng
Name: Lu Feng
Title: Chief Executive Officer
Accepted and agreed
/s/ Fengzhen Zhou
Name of Director: Fengzhen Zhou
Address: _ 15 Xi Ba He Bei Li, Building D, Apt 602 , Chaoyang District, Beijing.