UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 9, 2016

 

CHINA LENDING CORPORATION

(Exact name of registrant as specified in its charter)

 

British Virgin Islands   001-36664   98-1192662
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

11 th Floor, Satellite Building

473 Satellite Road

Economic Technological Development Zone

Urumqi, Xinjiang, China

  830000
(Address of principal executive offices)   (Zip Code)

 

Registrant's telephone number including area code: +86 991-3072247

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On September 9, 2016, China Lending Corporation (the “Company”) entered into employment agreements (collectively, the “Employment Agreements”) with the following senior management: Li Jingping (President and Chief Executive Officer), Zhang Jianfeng (Vice President), Stephen Chan (Chief Financial Officer), Wang Hong (Vice President), Zhou Quan (Vice President), Qiao Yonggang (Chief Risk Management Advisor), Li Jie (Director of Sales), and Wang Wen (Corporate Secretary and Capital Market Director). The Employments Agreements were unanimously approved by the Company’s Compensation Committee on September 9, 2016.

 

The term of the Employment Agreements begin on September 9, 2016 and end on December 31, 2016. The Employment Agreements automatically renew for successive one year periods, subject to the Company’s right to terminate the Employment Agreements at any time upon sixty (60) days prior written notice for the Chief Executive Officer and the Chief Financial Officer, and thirty (30) days prior written notice for all the other senior management. In addition, during the term of the Employment Agreements, the Chief Executive Officer or the Chief Financial Officer has the right to resign and terminate his or her Employment Agreement upon sixty (60) days prior written notice to the Company, while all the other senior management have the right to resign and terminate his or her Employment Agreement upon thirty (30) days prior written notice to the Company. The Employment Agreements also contains covenants regarding non-competition and confidentiality. Pursuant to the Employment Agreements, it is anticipated that senior management will receive cash payments in the following amounts for the year of 2016, which include monthly salaries and performance bonuses payable in January of the next year, subject to the Compensation Committee’s satisfaction of each person’s annual performance review and the Company’s performance on the whole:

 

Name   Title   Estimated 2016 Total
Compensation*
Li Jingping   President and CEO   RMB1,342,000 (US$200,000)
Zhang Jianfeng   Vice President   RMB697,000 (US$104,000)
Stephen Chan   CFO   RMB1,424,000 (US$213,000)
Wang Hong   Vice President   RMB697,000 (US$104,000)
Zhou Quan   Vice President   RMB697,000 (US$104,000)
Qiao Yonggang   Chief Risk Management Advisor   RMB697,000 (US$104,000)
Li Jie   Director of Sales   RMB500,000 (US$75,000)
Wang Wen   Corporate Secretary and Capital Markets Director   RMB500,000 (US$75,000)

 

* The estimated 2016 total compensation for each individual includes payments that he or she received as salaries from January 1, 2016 through July 5,2016, members of senior management served at Adrie Global Holding Limited and its subsidiaries, the target company of the business combination between the Company and Adrie Global Holding Limited.

 

  2  
 

 

Li Jingping is the founder of and was appointed General Manager of Urumqi Feng Hui Direct Lending Limited (“Feng Hui”) since 2009. From 2000-2009, Ms. Li was Founder and Chairman of Jichen Financial Consultancy Co., Ltd., a financial planning and advisory service provider for business organizations in Xinjiang, China. Ms. Li has also worked for the Urumqi Municipal Mining Bureau.

 

Zhang Jianfeng was appointed as Managing Director of Feng Hui in 2014, legal representative of Feng Hui Ding Xin (Beijing) Financial Consulting Co., Ltd. (“Consulting”) in 2015, and General Manager of Consulting in 2016. Prior to joining Feng Hui, Mr. Zhang was the Assistant Chairman for Xinjiang Shengxiong Energy Co., Ltd. from 2010-2014, Managing Director of Guoding Wenlue Investment (HK) Co., Ltd. from 2008-2010, and Vice General Manager of Guangdong Baoli Hua New Energy Co., Ltd. from 2003-2007. Prior to this, Mr. Zhang held management positions with Shenzhen Huaixin Corporate Investment Advisor Co., Ltd., Stone Securities, and China Everbright Bank Securities. He became a Certified Securities Analyst in 1999, and has 22 years of management and executive experience with financial and securities companies.

 

Stephen Chan was appointed as Feng Hui Financial Group’s Chief Financial Officer in 2015. From 2013 to 2015, Mr. Chan served as an Executive Consultant for Ruger Consulting in Hong Kong, where he provided financial management, M&A, pre-IPO, and IPO consulting services to enterprises in Asia, Europe, and North America. Immediately prior to this, he spent one year as Chief Financial Officer and Chief Administration Officer for d.light design Inc., overseeing all financial management and reporting activities for the company. Mr. Chan also spent four years as CFO and Head of M&A for AAC Technologies from April 2008 to April 2012, overseeing all financial and reporting activities for the Hong Kong-listed multinational corporation. Mr. Chan also has experience in financial reporting activities for Flextronics, China BAK Battery, Inc., Niagara Machine Products Corporation, International Financial Data Services, Rhythms Canada Inc., Grey Island Systems International Inc., NRS Gold Realty and Property Management Ltd., and Interocean Enterprises Inc.

 

Wang Hong was appointed Vice General Manager of Operations for Feng Hui in 2015. Prior to joining Feng Hui, Ms. Wang spent seven years as General Manager of Xinjiang Rongtong Communication Technology Co., Ltd. and four years as Vice General Manager of Leon Technology Co., Ltd. Ms. Wang also has experience as Sales Director of the Xinjiang Branch of Pingan Insurance and Director of the Publicity Division for Urumqi Petrochemical Co., Ltd.

 

Zhou Quan was appointed Deputy General Manager for Feng Hui in 2015. As of January 1st, 2016, Mr. Zhou has terminated his employment with Feng Hui, and was appointed Vice General Manager for Consulting. Prior to joining Feng Hui in 2015, Mr. Zhou was a Chairman of a large financial guarantee company, involved in investment, M&A and financial analysis. He has over 20 years of experience in the financial industry, and he received a Bachelor’s in Economics, CPA, ACCA.

 

Qiao Yonggang has been in charge of business strategy and capital market operations as the Chief Risk Management Advisor for Consulting since 2014. From 2009-2014, Mr. Qiao was manager in the Risk Management Department for Feng Hui. Prior to joining Feng Hui, Mr. Qiao spent 27 years as a Loan Service Director for the Xinjiang Branch of the Agricultural Bank of China.

 

Li Jie was appointed Loan Service Director of Feng Hui in 2014. From 2003-2014, Ms. Li worked for Urumqi Commercial Bank, holding the position of Deputy Manager of the Gaoxin Sub-Branch (2013-2014), Manager of the Huilai Sub-Branch (2006-2013), and Floor Manager of the Huanghe Road Sub-Branch (2003-2006). Prior to this, Ms. Li spent seven years as Business Director of Urumqi Urban Credit Cooperative.

 

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Wang Wen was appointed Feng Hui’s Capital Market Director in 2015. On January 1, 2016, Ms.Wang Wen terminated her employment with Feng Hui, and was appointed Capital Market Director for Consulting. Prior to joining Feng Hui in 2015, Ms. Wang was a Data Analyst in the Economic Research Division for the U.S. Travel Association. From 2006-2011, Ms. Wang was a Lecturer in the Financial Engineering Department at Sichuan University. During her career, Ms. Wang has also worked for Shenzhen Securities Information Co., Ltd. and the Sichuan Branch of Industrial and Commercial Bank of China.

 

There are no family relationships between any member of senior management and any other executive officer or director of the Company. There have been no transactions in the past two years to which the Company or any of its subsidiaries was or is to be a party, in which any member of senior management had, or will have, a direct or indirect material interest.

 

Copies of the Employment Agreements are attached as exhibits to this Form 8-K and are incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.   Description
     
10.1   Li Jingping Employment Agreement, dated September 9, 2016.
10.2   Zhang Jianfeng Employment Agreement, dated September 9, 2016.
10.3   Stephen Chan Employment Agreement, dated September 9, 2016.
10.4   Wang Hong Employment Agreement, dated September 9, 2016.
10.5   Zhou Quan Employment Agreement, dated September 9, 2016.
10.6   Qiao Yonggang Employment Agreement, dated September 9, 2016.
10.7   Li Jie Employment Agreement, dated September 9, 2016.
10.8   Wang Wen Employment Agreement, dated September 9, 2016.

 

  4  
 

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  CHINA LENDING CORPORATION
     
September 13, 2016 By: /s/ Li Jingping
    Li Jingping
    President and Chief Executive Officer

 

 

5

 

 

Exhibit 10.1

 

Employment Agreement

 

This Employment Agreement (this “Agreement”) is entered into in Urumqi, Xinjiang, China on September 9, 2016 by and between:

 

Party A: China Lending Corporation (“the Company”)

Address: 11th Floor, Satellite Building, 473 Satellite Road, Economic Technological Development Zone, Urumqi, Xinjiang, China, 830000

Legal Representative: Li Jingping, President and Chief Executive Officer

 

Party B: Li Jingping

Address: T-F-15 at Green Town, Shuimogou District, Urumqi, Xinjiang, China

 

Chapter 1 General Provisions

 

1. Pursuant to the Labor Law of the People’s Republic of China, the Labor Contract Law of the People’s Republic of China and other relevant provisions, the parties hereto have, after mutual discussions and consultations and careful consideration and adequate communications and understanding, reached the following terms and conditions:

 

Chapter 2 Term

 

2. This Agreement shall have an initial term commencing on September 9, 2016 and ending on December 31, 2016, and shall, subject to Chapter 10 below, automatically renew for successive one year periods.

 

Chapter 3 Scope of Work

 

3. According to Party A’s work requirements, Party B agrees to assume the position of President and Chief Executive Officer (to carry out works relating to the listed company). With respect to Party B’s job duties, work assignments, responsibility goals, job disciplines, relevant management policies, etc., the rules formulated by Party A for that job and other relevant provisions shall apply.

 

Chapter 4 Party B’s Obligations

 

4. Party B agrees that, in addition to the obligations and responsibilities set forth herein, he or she shall also:

 

4.1. Within the specified work hours, contribute his or her time, energy and skills exclusively in fulfilling the obligations established by Party A and effectively performing his or her duties, in order to exert best efforts to ensure the successful completion of Party A’s assignments; and

 

4.2. Comply with the provisions of this Agreement, Party A’s internal rules and policies and relevant laws and regulations, fulfill his or her duties to Party A, and not to engage in any activities that harm Party A’s interests or to abuse his or her position or duties at Party A to directly or indirectly seek personal benefits.

 

Chapter 5 Primary Work Location, Work Hours, Labor Protection and Work Conditions

 

5. Party B shall principally work at the Party’s A headquarters located in Urumqi, Xinjiang, China and other cities. Party A shall be required to work Monday through Friday from 10:00 a.m. to 7:00 p.m. Party B’s work hours shall be mainly for the purpose of meeting the needs of the listed company. CEO may change work hours for the needs of the listed company.

 

6. Party A shall provide Party B with proper work conditions and facilities and labor protection up to the local government’s standards. Party B shall comply with Party A’s labor safety policies.

 

7. Party A is responsible for arranging education and trainings to Party B with respect to professional skills, labor safety and hygiene policies and the Company’s articles of association.

 

 

 

 

8. Party A shall reimburse Party B’s business travel, entertainment and other expenses incurred for work purposes, for which Party B is obligated to completely provide supporting voucher documents.

 

Chapter 6 Remunerations

 

9. Party B’s total remunerations include monthly cash payments and performance bonus portion.

 

9.1. Monthly payments. Party A will deposit the RMB 78,750 due for each month on the tenth day of the next month to a personal account designated by Party B in PRC, subject to Party B’s individual performance review and Party A’s performance as a company on the whole.

 

9.2. Performance bonus. Party A shall pay to Party B an annual bonus in the amount of RMB 607,500 , payable in January of the next year, subject to Party A’s Compensation Committee’s satisfaction of Party B’s annual performance review and Party A’s performance as a company on the whole.

 

Chapter 7 Benefits and Holidays

 

10. Party B shall be entitled to the China public holidays and statutory holidays. Party B who is required to work on public holidays will be compensated by alternative day(s) off as substitution.

 

10.1. Annual Leave. Party B is entitled to the paid annual leave pursuant to Party A’s vacation policy.

 

10.2. Sick Leave must be certified by a registered doctor.

 

10.3. Unauthorized Absences. Without prejudice to the other rights of Party A, Party A may deduct the equivalent amount of basic daily salary from Party B’s salary for every day of absence from employment without the prior permission of Party A.

 

Chapter 8 Labor Disciplines

 

11. Party B shall comply with Party A’s lawfully formulated labor disciplines and the Company’s articles of association, strictly abide by Party A’s instructions and decisions, safeguard all the assets of Party A and observe professional ethics.

 

12. If Party B violates any relevant laws, labor disciplines or the Company’s articles of association which results in any economic losses to Party A, Party A may impose penalties on Party A pursuant to the relevant provisions.

 

13. In the event of any economic losses caused to Party A due to Party B’s violation of relevant laws, labor disciplines or the Company’s articles of association, Party A has the right to claim compensation from Party B for the losses.

 

14. Party A has the right to make reasonable modifications to the labor disciplines and the Company’s articles of association according to its business needs, provided that Party A shall inform Party B in the forms regarded as proper by Party A, which forms include but not limited to notification, public announcement, e-mail and memorandum.

 

15. Party B shall not hold any concurrent position at any other enterprise or organization during the period of his employment with Party A, unless with the permission of Party A. All service inventions, creations, developments, designs, renovations, production results made by Party B during the period of his or her employment shall be owned by Party A, and all intellectual property rights obtained therefrom, including but not limited to patent rights, copyrights and non-patent technologies, shall be owned by Party A.

 

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Chapter 9 Confidentiality Obligations

 

16. Party B shall keep confidential Party A’s proprietary information and confidential information concerning Party A and its subsidiaries and affiliates and its and their respective businesses including without limitation, confidential information regarding suppliers, customers, products, and marketing and pricing data, as long as such information is not publicly disclosed, except as required either by law or by a court of competent jurisdiction, and shall comply with Party A’s relevant confidentiality policies. Unless as required either by law or by a court of competent jurisdiction or subject to prior written consent from Party A, Party B shall not use, or disclose to any third party, any materials or information of Party A.

 

17. Non-compete. During the term of Party B’s employment hereunder and for a term of two years following termination, Party B shall not initiate, directly or indirectly, on his own behalf or on behalf of any person, contact with any person who is or was a customer of Party A within the twelve (12) month period preceding the termination of Party B’s employment hereunder, or who was a prospective customer of Party A with whom Party B had dealings with in the twelve (12) month period preceding the termination of Party B’s employment, for the purpose of conducting any business which is the same as or which competes with any part of the business of Party A with which Party B was involved.

 

18. Party B agrees that Party A shall, according to any reasonable operational needs, whether direct or indirect, have the right to disclose Party B’s personal information, including but not limited to his or her name, address, nationality, position, and salary, this Agreement and the renewals and changes thereof.

 

Chapter 10 Change and Termination of Agreement

 

19. If any laws and regulations applicable for this Agreement is amended, the corresponding portions hereof or annexes hereto shall be amended accordingly. In the event of any material change to, or any conflict with relevant Chinese laws and regulations by, any objective condition on which the entry into the Agreement was based, which makes the performance of the Agreement impossible, the parties may, after friendly consultation, change the relevant portions of the Agreement pursuant to the relevant laws and regulations.

 

20. In the occurrence of following circumstances, Party A has the right to unilaterally terminate this Agreement without a prior written notice, provided that Party A shall inform Party B of such termination decision, and the termination shall take effect immediately:

 

20.1. Party B materially violates the Company’s labor disciplines or rules and policies (including but not limited to labor disciplines and the Company’s articles of association);

 

20.2. Party B commits gross negligence or engages in malpractices for selfish ends, thereby causing material losses to Party A;

 

20.3. Party B establishes employment relationship concurrently with any other employer, thereby causing material impact on the completion of Party A’s work assignments;

 

20.4. Party B uses such means as fraud, coercion or taking advantage of other’s unfavorable position to cause the execution or change of the Agreement by Party A against its genuine will, thus leading to void the Agreement;

 

20.5. Party B is held criminally liable pursuant to the law.

 

21. During the term of this Agreement, Party A may terminate this Agreement at any time by giving Party B 60-day prior written notice.

 

22. During the term of the Agreement, Party B has the right to resign and terminate the Agreement, provided that he or she shall give a 60-day prior written notice to Party A.

 

  3  

 

 

23. Immediately upon termination of the Agreement, Party B shall cease its engagement in any activities in Party A’s name or complete any business as Party A so requested, and shall settle all the accounts. Party B shall, within 3 days of the termination hereof, return all of Party A’s assets that are in Party B’s possession and deliver all the documents and files (including but not limited to any written documents and electronic documents). Party A will handle the departure formalities for Party B after Party A’s confirmation and issue a departure consent letter. If Party B fails to complete the said transfer formalities, Party A may refuse to handle the departure formalities for Party B.

 

Chapter 11 Economic Compensation and Indemnification

 

24. If Party B terminates this Agreement in violation of any provisions hereof, he or she shall, pursuant to the provisions of laws and regulations, compensate for the losses caused to Party A due to such termination.

 

Chapter 12 Resolution of Labor Disputes

 

25. Any dispute arising from the interpretation and performance hereof shall be resolved through friendly consultation by the parties. If such friendly consultation fails, either or both of the parties may, within one year of the occurrence of the dispute, submit it for arbitration by a labor dispute arbitration committee having jurisdiction over the dispute. In case the parties have no disagreement as to the arbitral award rendered by such labor dispute arbitration commission, such arbitral award is final and binding upon the parties. In case the parties refuse to accept the arbitration award made by that labor dispute arbitration committee, they may file an action with a court of jurisdiction.

 

Chapter 13 Miscellaneous

 

26. The invalidity or non-enforceability of any provision shall not affect the validity of any other provisions hereof.

 

27. Either party’s failure to perform, or delay in performance of, any of the rights hereunder shall not constitute a waiver of such right.
   
28. In the case of any discrepancy between this Agreement and any related laws and regulations, the provisions of such laws and regulations shall prevail.

 

29. This Agreement shall become effective upon signing and affixation of seals by both parties on the date first written above.

 

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Party A: China Lending Corporation   Party B: Li Jingping
     
By: /s/ Chan Sung Him Stephen   By: /s/ Li Jingping
Name: Chan Sung Him Stephen      
Its: Chief Financial Officer      

 

 

5

 

 

Exhibit 10.2

 

Employment Agreement

 

This Employment Agreement (this “Agreement”) is entered into in Urumqi, Xinjiang, China on September 9, 2016 by and between:

 

Party A: China Lending Corporation (“the Company”)

Address: 11th Floor, Satellite Building, 473 Satellite Road, Economic Technological Development Zone, Urumqi, Xinjiang, China, 830000

Legal Representative: Li Jingping, President and Chief Executive Officer

 

Party B: Zhang Jianfeng

Address: Room 701, Unit 2, Builidng 18, Luo Lin Jun at Xin Tian Run Int’l Community#111 Changzhou St, Xinshi District, Urumqi, Xinjiang, China

 

 

Chapter 1 General Provisions

 

1.

Pursuant to the Labor Law of the People’s Republic of China, the Labor Contract Law of the People’s Republic of China and other relevant provisions, the parties hereto have, after mutual discussions and consultations and careful consideration and adequate communications and understanding, reached the following terms and conditions:

 

Chapter 2 Term

 

2.

This Agreement shall have an initial term commencing on September 9, 2016 and ending on December 31, 2016, and shall, subject to Chapter 10 below, automatically renew for successive one year periods.

 

Chapter 3 Scope of Work

 

3.

According to Party A’s work requirements, Party B agrees to assume the position of Vice President (to carry out works relating to the listed company). With respect to Party B’s job duties, work assignments, responsibility goals, job disciplines, relevant management policies, etc., the rules formulated by Party A for that job and other relevant provisions shall apply.

 

Chapter 4 Party B’s Obligations

 

4. Party B agrees that, in addition to the obligations and responsibilities set forth herein, he or she shall also:

 

4.1.

Within the specified work hours, contribute his or her time, energy and skills exclusively in fulfilling the obligations established by Party A and effectively performing his or her duties, in order to exert best efforts to ensure the successful completion of Party A’s assignments; and

 

4.2.

Comply with the provisions of this Agreement, Party A’s internal rules and policies and relevant laws and regulations, fulfill his or her duties to Party A, and not to engage in any activities that harm Party A’s interests or to abuse his or her position or duties at Party A to directly or indirectly seek personal benefits.

 

Chapter 5 Primary Work Location, Work Hours, Labor Protection and Work Conditions

 

5.

Party B shall principally work at the Party’s A headquarters located in Urumqi, Xinjiang, China and other cities. Party B shall be required to work Monday through Friday from 10:00 a.m. to 7:00 p.m. Party B’s work hours shall be mainly for the purpose of meeting the needs of the listed company. CEO may change work hours for the needs of the listed company.

 

6.

Party A shall provide Party B with proper work conditions and facilities and labor protection up to the local government’s standards. Party B shall comply with Party A’s labor safety policies.

 

 

 

 

7.

Party A is responsible for arranging education and trainings to Party B with respect to professional skills, labor safety and hygiene policies and the Company’s articles of association.

 

8.

Party A shall reimburse Party B’s business travel, entertainment and other expenses incurred for work purposes, for which Party B is obligated to completely provide supporting voucher documents.

 

Chapter 6 Remunerations

 

9. Party B’s total remunerations include monthly cash payments and performance bonus portion.

 

9.1.

Monthly payments. Party A will deposit the RMB 45,750 due for each month on the tenth day of the next month to a personal account designated by Party B in PRC, subject to Party B’s individual performance review and Party A’s performance as a company on the whole.

 

9.2.

Performance bonus. Party A shall pay to Party B an annual bonus in the amount of RMB 270,000 , payable in January of the next year, subject to Party A’s Compensation Committee’s satisfaction of Party B’s annual performance review and Party A’s performance as a company on the whole.

 

Chapter 7 Benefits and Holidays

 

10.

Party B shall be entitled to the China public holidays and statutory holidays. Party B who is required to work on public holidays will be compensated by alternative day(s) off as substitution.

 

10.1. Annual Leave. Party B is entitled to the paid annual leave pursuant to Party A’s vacation policy.
   
10.2. Sick Leave must be certified by a registered doctor.

 

10.3.

Unauthorized Absences. Without prejudice to the other rights of Party A, Party A may deduct the equivalent amount of basic daily salary from Party B’s salary for every day of absence from employment without the prior permission of Party A.

 

 

Chapter 8 Labor Disciplines

 

11.

Party B shall comply with Party A’s lawfully formulated labor disciplines and the Company’s articles of association, strictly abide by Party A’s instructions and decisions, safeguard all the assets of Party A and observe professional ethics.

 

12.

If Party B violates any relevant laws, labor disciplines or the Company’s articles of association which results in any economic losses to Party A, Party A may impose penalties on Party A pursuant to the relevant provisions.

 

13.

In the event of any economic losses caused to Party A due to Party B’s violation of relevant laws, labor disciplines or the Company’s articles of association, Party A has the right to claim compensation from Party B for the losses.

 

14.

Party A has the right to make reasonable modifications to the labor disciplines and the Company’s articles of association according to its business needs, provided that Party A shall inform Party B in the forms regarded as proper by Party A, which forms include but not limited to notification, public announcement, e-mail and memorandum.

 

15.

Party B shall not hold any concurrent position at any other enterprise or organization during the period of his employment with Party A, unless with the permission of Party A. All service inventions, creations, developments, designs, renovations, production results made by Party B during the period of his or her employment shall be owned by Party A, and all intellectual property rights obtained therefrom, including but not limited to patent rights, copyrights and non-patent technologies, shall be owned by Party A.

 

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Chapter 9 Confidentiality Obligations

 

16.

Party B shall keep confidential Party A’s proprietary information and confidential information concerning Party A and its subsidiaries and affiliates and its and their respective businesses including without limitation, confidential information regarding suppliers, customers, products, and marketing and pricing data, as long as such information is not publicly disclosed, except as required either by law or by a court of competent jurisdiction, and shall comply with Party A’s relevant confidentiality policies. Unless as required either by law or by a court of competent jurisdiction or subject to prior written consent from Party A, Party B shall not use, or disclose to any third party, any materials or information of Party A.

 

17.

Non-compete. During the term of Party B’s employment hereunder and for a term of two years following termination, Party B shall not initiate, directly or indirectly, on his own behalf or on behalf of any person, contact with any person who is or was a customer of Party A within the twelve (12) month period preceding the termination of Party B’s employment hereunder, or who was a prospective customer of Party A with whom Party B had dealings with in the twelve (12) month period preceding the termination of Party B’s employment, for the purpose of conducting any business which is the same as or which competes with any part of the business of Party A with which Party B was involved.

  

18.

Party B agrees that Party A shall, according to any reasonable operational needs, whether direct or indirect, have the right to disclose Party B’s personal information, including but not limited to his or her name, address, nationality, position, and salary, this Agreement and the renewals and changes thereof.

 

Chapter 10 Change and Termination of Agreement

 

19.

If any laws and regulations applicable for this Agreement is amended, the corresponding portions hereof or annexes hereto shall be amended accordingly. In the event of any material change to, or any conflict with relevant Chinese laws and regulations by, any objective condition on which the entry into the Agreement was based, which makes the performance of the Agreement impossible, the parties may, after friendly consultation, change the relevant portions of the Agreement pursuant to the relevant laws and regulations.

 

20.

In the occurrence of following circumstances, Party A has the right to unilaterally terminate this Agreement without a prior written notice, provided that Party A shall inform Party B of such termination decision, and the termination shall take effect immediately:

 

20.1.

Party B materially violates the Company’s labor disciplines or rules and policies (including but not limited to labor disciplines and the Company’s articles of association);

 

20.2.

Party B commits gross negligence or engages in malpractices for selfish ends, thereby causing material losses to Party A;

 

20.3.

Party B establishes employment relationship concurrently with any other employer, thereby causing material impact on the completion of Party A’s work assignments;

 

20.4.

Party B uses such means as fraud, coercion or taking advantage of other’s unfavorable position to cause the execution or change of the Agreement by Party A against its genuine will, thus leading to void the Agreement;

 

20.5. Party B is held criminally liable pursuant to the law.

 

21.

During the term of this Agreement, Party A may terminate this Agreement at any time by giving Party B 30-day prior written notice.

 

22.

During the term of the Agreement, Party B has the right to resign and terminate the Agreement, provided that he or she shall give a 30-day prior written notice to Party A.

 

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23.

Immediately upon termination of the Agreement, Party B shall cease its engagement in any activities in Party A’s name or complete any business as Party A so requested, and shall settle all the accounts. Party B shall, within 3 days of the termination hereof, return all of Party A’s assets that are in Party B’s possession and deliver all the documents and files (including but not limited to any written documents and electronic documents). Party A will handle the departure formalities for Party B after Party A’s confirmation and issue a departure consent letter. If Party B fails to complete the said transfer formalities, Party A may refuse to handle the departure formalities for Party B.

 

Chapter 11 Economic Compensation and Indemnification

 

24.

If Party B terminates this Agreement in violation of any provisions hereof, he or she shall, pursuant to the provisions of laws and regulations, compensate for the losses caused to Party A due to such termination.

 

Chapter 12 Resolution of Labor Disputes

 

25.

Any dispute arising from the interpretation and performance hereof shall be resolved through friendly consultation by the parties. If such friendly consultation fails, either or both of the parties may, within one year of the occurrence of the dispute, submit it for arbitration by a labor dispute arbitration committee having jurisdiction over the dispute. In case the parties have no disagreement as to the arbitral award rendered by such labor dispute arbitration commission, such arbitral award is final and binding upon the parties. In case the parties refuse to accept the arbitration award made by that labor dispute arbitration committee, they may file an action with a court of jurisdiction.

 

Chapter 13 Miscellaneous

 

26. The invalidity or non-enforceability of any provision shall not affect the validity of any other provisions hereof.
   
27. Either party’s failure to perform, or delay in performance of, any of the rights hereunder shall not constitute a waiver of such right.
   
28. In the case of any discrepancy between this Agreement and any related laws and regulations, the provisions of such laws and regulations shall prevail.

 

29.

This Agreement shall become effective upon signing and affixation of seals by both parties on the date first written above.

 

  4  

 

   

Party A: China Lending Corporation   Party B: Zhang Jianfeng
     
By: /s/ Li Jingping   By: /s/ Zhang Jianfeng
Name: Li Jingping      
Its: President and Chief Executive Officer      

 

 

5

 

 

Exhibit 10.3

 

Employment Agreement

 

This Employment Agreement (this “Agreement”) is entered into in Urumqi, Xinjiang, China on September 9, 2016 by and between:

 

Party A: China Lending Corporation (“the Company”)

Address: 11th Floor, Satellite Building, 473 Satellite Road, Economic Technological Development Zone, Urumqi, Xinjiang, China, 830000

Legal Representative: Li Jingping, President and Chief Executive Officer

 

Party B: Chan Sung Him Stephen

Address: 2/F., 129 Prince Edward Road West, Mongkok, Hong Kong

 

Chapter 1 General Provisions

 

1. This Agreement is governed by the laws of Hong Kong, in particular, the Employment Ordinance, the Employees’ Compensation Ordinance, and the Minimum Wage Ordinance. After mutual discussions and consultations and careful consideration and adequate communications and understanding, the parties hereto have reached the following terms and conditions:

 

Chapter 2 Term

 

2. This Agreement shall have an initial term commencing on September 9, 2016 and ending on December 31, 2016, and shall, subject to Chapter 10 below, automatically renew for successive one year periods.

 

Chapter 3 Scope of Work

 

3. According to Party A’s work requirements, Party B agrees to assume the position of Chief Financial Officer (to carry out works relating to the listed company). With respect to Party B’s job duties, work assignments, responsibility goals, job disciplines, relevant management policies, etc., the rules formulated by Party A for that job and other relevant provisions shall apply.

 

Chapter 4 Party B’s Obligations

 

4. Party B agrees that, in addition to the obligations and responsibilities set forth herein, he or she shall also:

 

4.1. Within the specified work hours, contribute his or her time, energy and skills exclusively in fulfilling the obligations established by Party A and effectively performing his or her duties, in order to exert best efforts to ensure the successful completion of Party A’s assignments; and

 

4.2. Comply with the provisions of this Agreement, Party A’s internal rules and policies and relevant laws and regulations, fulfill his or her duties to Party A, and not to engage in any activities that harm Party A’s interests or to abuse his or her position or duties at Party A to directly or indirectly seek personal benefits.

 

Chapter 5 Primary Work Location, Work Hours, Labor Protection and Work Conditions

 

5. Party B shall principally work at the Party’s A headquarters located at Urumqi, Xinjiang, China, and other cities, including but not limited to Hong Kong. Party B shall be required to work Monday through Friday from 10:00 a.m. to 7:00 p.m. Party B’s work hours shall be mainly for the purpose of meeting the needs of the listed company. CEO may change work hours for the needs of the listed company

 

6. Party A shall provide Party B with proper work conditions and facilities and labor protection up to the local government’s standards. Party B shall comply with Party A’s labor safety policies.

 

 

 

 

7. Party A is responsible for arranging education and trainings to Party B with respect to professional skills, labor safety and hygiene policies and the Company’s articles of association.

 

8. Party A shall reimburse Party B’s business travel, entertainment and other expenses incurred for work purposes, for which Party B is obligated to completely provide supporting voucher documents.

 

Chapter 6 Remunerations

 

9. Party B’s total remunerations include monthly cash payments and performance bonus portion.

 

9.1. Monthly cash payments. Party A will deposit the guaranteed salary and housing allowance with a total of HKD 102,400 (equivalent to about RMB 88,000) due for each month on the tenth day of the next month to a personal account designated by Party B in Hong Kong.

 

9.2. Performance Bonus. Party A shall pay to Party B in January of the next year, subject to Party A’s Compensation Committee’s satisfaction of Party B’s annual performance review and Party A’s performance as a company on the whole.

 

Chapter 7 Benefits and Holidays

 

10. Party B shall be entitled to the Hong Kong SAR public holidays and statutory holidays. Party B who is required to work on public holidays will be compensated by alternative day(s) off as substitution.

 

10.1. Annual Leave. Party B is entitled to the paid annual leave pursuant to Party A’s vacation policy.

 

10.2. Sick Leave must be certified by a registered doctor.

 

10.3. Unauthorized Absences. Without prejudice to the other rights of Party A, Party A may deduct the equivalent amount of basic daily salary from Party B’s salary for every day of absence from employment without the prior permission of Party A.

 

10.4. Insurance. Party B shall be entitled to international medical insurance paid by Party A up to USD 10,000 per year.

 

Chapter 8 Labor Disciplines

 

11. Party B shall comply with Party A’s lawfully formulated labor disciplines and the Company’s articles of association, strictly abide by Party A’s instructions and decisions, safeguard all the assets of Party A and observe professional ethics.

 

12. If Party B violates any relevant laws, labor disciplines or the Company’s articles of association which results in any economic losses to Party A, Party A may impose penalties on Party A pursuant to the relevant provisions.

 

13. In the event of any economic losses caused to Party A due to Party B’s violation of relevant laws, labor disciplines or the Company’s articles of association, Party A has the right to claim compensation from Party B for the losses.

 

14. Party A has the right to make reasonable modifications to the labor disciplines and the Company’s articles of association according to its business needs, provided that Party A shall inform Party B in the forms regarded as proper by Party A, which forms include but not limited to notification, public announcement, e-mail and memorandum.

 

15. Party B shall not hold any concurrent position at any other enterprise or organization during the period of his employment with Party A, unless with the permission of Party A. All service inventions, creations, developments, designs, renovations, production results made by Party B during the period of his or her employment shall be owned by Party A, and all intellectual property rights obtained therefrom, including but not limited to patent rights, copyrights and non-patent technologies, shall be owned by Party A.

  

  2  
 

 

Chapter 9 Confidentiality Obligations

 

16. Party B shall keep confidential Party A’s proprietary information and confidential information concerning Party A and its subsidiaries and affiliates and its and their respective businesses including without limitation, confidential information regarding suppliers, customers, products, and marketing and pricing data, as long as such information is not publicly disclosed, except as required either by law or by a court of competent jurisdiction, and shall comply with Party A’s relevant confidentiality policies. Unless as required either by law or by a court of competent jurisdiction or subject to prior written consent from Party A, Party B shall not use, or disclose to any third party, any materials or information of Party A.

 

17. Non-compete. During the term of Party B’s employment hereunder and for a term of two years following termination, Party B shall not initiate, directly or indirectly, on his own behalf or on behalf of any person, contact with any person who is or was a customer of Party A within the twelve (12) month period preceding the termination of Party B’s employment hereunder, or who was a prospective customer of Party A with whom Party B had dealings with in the twelve (12) month period preceding the termination of Party B’s employment, for the purpose of conducting any business which is the same as or which competes with any part of the business of Party A with which Party B was involved.

 

18. Party B agrees that Party A shall, according to any reasonable operational needs, whether direct or indirect, have the right to disclose Party B’s personal information, including but not limited to his or her name, address, nationality, position, and salary, this Agreement and the renewals and changes thereof with the consent of Party B.

 

Chapter 10 Change and Termination of Agreement

 

19. If any laws and regulations applicable for this Agreement is amended, the corresponding portions hereof or annexes hereto shall be amended accordingly. In the event of any material change to, or any conflict with relevant Chinese laws and regulations by, any objective condition on which the entry into the Agreement was based, which makes the performance of the Agreement impossible, the parties may, after friendly consultation, change the relevant portions of the Agreement pursuant to the relevant laws and regulations.

 

20. In the occurrence of following circumstances, Party A has the right to unilaterally terminate this Agreement without a prior written notice, provided that Party A shall inform Party B of such termination decision, and the termination shall take effect immediately:

 

20.1. Party B materially violates the Company’s labor disciplines or rules and policies (including but not limited to labor disciplines and the Company’s articles of association);

 

20.2. Party B commits gross negligence or engages in malpractices for selfish ends, thereby causing material losses to Party A;

 

20.3. Party B establishes employment relationship concurrently with any other employer, thereby causing material impact on the completion of Party A’s work assignments;

 

20.4. Party B uses such means as fraud, coercion or taking advantage of other’s unfavorable position to cause the execution or change of the Agreement by Party A against its genuine will, thus leading to void the Agreement;

 

20.5. Party B is held criminally liable pursuant to the law.

 

  3  
 

 

21. During the term of this Agreement, Party A may terminate this Agreement at any time by giving Party B 60-day prior written notice.

 

22. During the term of the Agreement, Party B has the right to resign and terminate the Agreement, provided that he or she shall give a 60-day prior written notice to Party A.

 

23. Immediately upon termination of the Agreement, Party B shall cease its engagement in any activities in Party A’s name or complete any business as Party A so requested, and shall settle all the accounts. Party B shall, within 3 days of the termination hereof, return all of Party A’s assets that are in Party B’s possession and deliver all the documents and files (including but not limited to any written documents and electronic documents). Party A will handle the departure formalities for Party B after Party A’s confirmation and issue a departure consent letter. If Party B fails to complete the said transfer formalities, Party A may refuse to handle the departure formalities for Party B.

 

Chapter 11 Economic Compensation and Indemnification

 

24. If Party B terminates this Agreement in violation of any provisions hereof, he or she shall, pursuant to the provisions of laws and regulations, compensate for the losses caused to Party A due to such termination.

 

Chapter 12 Resolution of Labor Disputes

 

25. Any dispute arising from the interpretation and performance hereof shall be resolved through friendly consultation by the parties. If such friendly consultation fails, either or both of the parties may, within one year of the occurrence of the dispute, submit it for arbitration by a labor dispute arbitration committee having jurisdiction over the dispute. In case the parties have no disagreement as to the arbitral award rendered by such labor dispute arbitration commission, such arbitral award is final and binding upon the parties. In case the parties refuse to accept the arbitration award made by that labor dispute arbitration committee, they may file an action with a court of jurisdiction.

 

Chapter 13 Miscellaneous

 

26. The invalidity or non-enforceability of any provision shall not affect the validity of any other provisions hereof.

 

27. Either party’s failure to perform, or delay in performance of, any of the rights hereunder shall not constitute a waiver of such right.

 

28. In the case of any discrepancy between this Agreement and any related laws and regulations, the provisions of such laws and regulations shall prevail.

 

29. This Agreement shall become effective upon signing and affixation of seals by both parties on the date first written above.

 

  4  
 

 

Party A: China Lending Corporation   Party B: Chan Sung Him Stephen
         
By: /s/ Li Jingping   By: /s/ Chan Sung Him Stephen
Name: Li Jingping      
Its: President and Chief Executive Officer      

 

 

5

 

 

Exhibit 10.4

 

Employment Agreement

 

This Employment Agreement (this “Agreement”) is entered into in Urumqi, Xinjiang, China on September 9, 2016 by and between:

 

Party A: China Lending Corporation (“the Company”)

Address: 11th Floor, Satellite Building, 473 Satellite Road, Economic Technological Development Zone, Urumqi, Xinjiang, China, 830000

Legal Representative: Li Jingping, President and Chief Executive Officer

 

Party B: Wang Hong

Address: 1-2-601, Tian Shang Park, No.6 West Bajiahu Road, Xinshi District,Urumqi,Xinjiang,China

 

Chapter 1 General Provisions

 

1.

Pursuant to the Labor Law of the People’s Republic of China, the Labor Contract Law of the People’s Republic of China and other relevant provisions, the parties hereto have, after mutual discussions and consultations and careful consideration and adequate communications and understanding, reached the following terms and conditions:

 

Chapter 2 Term

 

2.

This Agreement shall have an initial term commencing on September 9, 2016 and ending on December 31, 2016, and shall, subject to Chapter 10 below, automatically renew for successive one year periods.

 

Chapter 3 Scope of Work

 

3.

According to Party A’s work requirements, Party B agrees to assume the position of Vice President (to carry out works relating to the listed company). With respect to Party B’s job duties, work assignments, responsibility goals, job disciplines, relevant management policies, etc., the rules formulated by Party A for that job and other relevant provisions shall apply.

 

Chapter 4 Party B’s Obligations

 

4. Party B agrees that, in addition to the obligations and responsibilities set forth herein, he or she shall also:

 

4.1.

Within the specified work hours, contribute his or her time, energy and skills exclusively in fulfilling the obligations established by Party A and effectively performing his or her duties, in order to exert best efforts to ensure the successful completion of Party A’s assignments; and

 

4.2.

Comply with the provisions of this Agreement, Party A’s internal rules and policies and relevant laws and regulations, fulfill his or her duties to Party A, and not to engage in any activities that harm Party A’s interests or to abuse his or her position or duties at Party A to directly or indirectly seek personal benefits.

 

Chapter 5 Primary Work Location, Work Hours, Labor Protection and Work Conditions

 

5.

Party B shall principally work at the Party’s A headquarters located in Urumqi, Xinjiang, China and other cities. Party B shall be required to work Monday through Friday from 10:00 a.m. to 7:00 p.m. Party B’s work hours shall be mainly for the purpose of meeting the needs of the listed company. CEO may change work hours for the needs of the listed company.

 

6.

Party A shall provide Party B with proper work conditions and facilities and labor protection up to the local government’s standards. Party B shall comply with Party A’s labor safety policies.

 

7. Party A is responsible for arranging education and trainings to Party B with respect to professional skills, labor safety and hygiene policies and the Company’s articles of association.

 

 

 

 

8.

Party A shall reimburse Party B’s business travel, entertainment and other expenses incurred for work purposes, for which Party B is obligated to completely provide supporting voucher documents.

 

Chapter 6 Remunerations

 

9. Party B’s total remunerations include monthly cash payments and performance bonus portion.

 

9.1.

Monthly payments. Party A will deposit the RMB 45,750 due for each month on the tenth day of the next month to a personal account designated by Party B in PRC, subject to Party B’s individual performance review and Party A’s performance as a company on the whole.

 

9.2.

Performance bonus. Party A shall pay to Party B an annual bonus in the amount of RMB 270,000 , payable in January of the next year, subject to Party A’s Compensation Committee’s satisfaction of Party B’s annual performance review and Party A’s performance as a company on the whole.

 

Chapter 7 Benefits and Holidays

 

10.

Party B shall be entitled to the China public holidays and statutory holidays. Party B who is required to work on public holidays will be compensated by alternative day(s) off as substitution.

 

10.1. Annual Leave. Party B is entitled to the paid annual leave pursuant to Party A’s vacation policy.
   
10.2. Sick Leave must be certified by a registered doctor.

 

10.3.

Unauthorized Absences. Without prejudice to the other rights of Party A, Party A may deduct the equivalent amount of basic daily salary from Party B’s salary for every day of absence from employment without the prior permission of Party A.

 

Chapter 8 Labor Disciplines

 

11.

Party B shall comply with Party A’s lawfully formulated labor disciplines and the Company’s articles of association, strictly abide by Party A’s instructions and decisions, safeguard all the assets of Party A and observe professional ethics.

 

12.

If Party B violates any relevant laws, labor disciplines or the Company’s articles of association which results in any economic losses to Party A, Party A may impose penalties on Party A pursuant to the relevant provisions.

 

13.

In the event of any economic losses caused to Party A due to Party B’s violation of relevant laws, labor disciplines or the Company’s articles of association, Party A has the right to claim compensation from Party B for the losses.

 

14.

Party A has the right to make reasonable modifications to the labor disciplines and the Company’s articles of association according to its business needs, provided that Party A shall inform Party B in the forms regarded as proper by Party A, which forms include but not limited to notification, public announcement, e-mail and memorandum.

 

15.

Party B shall not hold any concurrent position at any other enterprise or organization during the period of his employment with Party A, unless with the permission of Party A. All service inventions, creations, developments, designs, renovations, production results made by Party B during the period of his or her employment shall be owned by Party A, and all intellectual property rights obtained therefrom, including but not limited to patent rights, copyrights and non-patent technologies, shall be owned by Party A.

 

  2  

 

 

Chapter 9 Confidentiality Obligations

 

16.

Party B shall keep confidential Party A’s proprietary information and confidential information concerning Party A and its subsidiaries and affiliates and its and their respective businesses including without limitation, confidential information regarding suppliers, customers, products, and marketing and pricing data, as long as such information is not publicly disclosed, except as required either by law or by a court of competent jurisdiction, and shall comply with Party A’s relevant confidentiality policies. Unless as required either by law or by a court of competent jurisdiction or subject to prior written consent from Party A, Party B shall not use, or disclose to any third party, any materials or information of Party A.

 

17.

Non-compete. During the term of Party B’s employment hereunder and for a term of two years following termination, Party B shall not initiate, directly or indirectly, on his own behalf or on behalf of any person, contact with any person who is or was a customer of Party A within the twelve (12) month period preceding the termination of Party B’s employment hereunder, or who was a prospective customer of Party A with whom Party B had dealings with in the twelve (12) month period preceding the termination of Party B’s employment, for the purpose of conducting any business which is the same as or which competes with any part of the business of Party A with which Party B was involved.

 

18.

Party B agrees that Party A shall, according to any reasonable operational needs, whether direct or indirect, have the right to disclose Party B’s personal information, including but not limited to his or her name, address, nationality, position, and salary, this Agreement and the renewals and changes thereof.

 

Chapter 10 Change and Termination of Agreement

 

19.

If any laws and regulations applicable for this Agreement is amended, the corresponding portions hereof or annexes hereto shall be amended accordingly. In the event of any material change to, or any conflict with relevant Chinese laws and regulations by, any objective condition on which the entry into the Agreement was based, which makes the performance of the Agreement impossible, the parties may, after friendly consultation, change the relevant portions of the Agreement pursuant to the relevant laws and regulations.

 

20.

In the occurrence of following circumstances, Party A has the right to unilaterally terminate this Agreement without a prior written notice, provided that Party A shall inform Party B of such termination decision, and the termination shall take effect immediately:

 

20.1.

Party B materially violates the Company’s labor disciplines or rules and policies (including but not limited to labor disciplines and the Company’s articles of association);

 

20.2.

Party B commits gross negligence or engages in malpractices for selfish ends, thereby causing material losses to Party A;

 

20.3.

Party B establishes employment relationship concurrently with any other employer, thereby causing material impact on the completion of Party A’s work assignments;

 

20.4.

Party B uses such means as fraud, coercion or taking advantage of other’s unfavorable position to cause the execution or change of the Agreement by Party A against its genuine will, thus leading to void the Agreement;

 

20.5. Party B is held criminally liable pursuant to the law.

 

21.

During the term of this Agreement, Party A may terminate this Agreement at any time by giving Party B 30-day prior written notice.

 

22.

During the term of the Agreement, Party B has the right to resign and terminate the Agreement, provided that he or she shall give a 30-day prior written notice to Party A.

 

  3  

 

 

23. Immediately upon termination of the Agreement, Party B shall cease its engagement in any activities in Party A’s name or complete any business as Party A so requested, and shall settle all the accounts. Party B shall, within 3 days of the termination hereof, return all of Party A’s assets that are in Party B’s possession and deliver all the documents and files (including but not limited to any written documents and electronic documents). Party A will handle the departure formalities for Party B after Party A’s confirmation and issue a departure consent letter. If Party B fails to complete the said transfer formalities, Party A may refuse to handle the departure formalities for Party B.

 

Chapter 11 Economic Compensation and Indemnification

 

24.

If Party B terminates this Agreement in violation of any provisions hereof, he or she shall, pursuant to the provisions of laws and regulations, compensate for the losses caused to Party A due to such termination.

 

Chapter 12 Resolution of Labor Disputes

 

25.

Any dispute arising from the interpretation and performance hereof shall be resolved through friendly consultation by the parties. If such friendly consultation fails, either or both of the parties may, within one year of the occurrence of the dispute, submit it for arbitration by a labor dispute arbitration committee having jurisdiction over the dispute. In case the parties have no disagreement as to the arbitral award rendered by such labor dispute arbitration commission, such arbitral award is final and binding upon the parties. In case the parties refuse to accept the arbitration award made by that labor dispute arbitration committee, they may file an action with a court of jurisdiction.

 

Chapter 13 Miscellaneous

 

26. The invalidity or non-enforceability of any provision shall not affect the validity of any other provisions hereof.
   
27. Either party’s failure to perform, or delay in performance of, any of the rights hereunder shall not constitute a waiver of such right.
   
28. In the case of any discrepancy between this Agreement and any related laws and regulations, the provisions of such laws and regulations shall prevail.

 

29.

This Agreement shall become effective upon signing and affixation of seals by both parties on the date first written above.

 

  4  

 

 

Party A: China Lending Corporation   Party B: Wang Hong
     
By: /s/ Li Jingping   By: /s/ Wang Hong
Name: Li Jingping      
Its: President and Chief Executive Officer      

 

 

5

 

 

Exhibit 10.5

 

Employment Agreement

 

This Employment Agreement (this “Agreement”) is entered into in Urumqi, Xinjiang, China on September 9, 2016 by and between:

 

Party A: China Lending Corporation (“the Company”)

Address: 11th Floor, Satellite Building, 473 Satellite Road, Economic Technological Development Zone, Urumqi, Xinjiang, China, 830000

Legal Representative: Li Jingping, President and Chief Executive Officer

 

Party B: Zhou Quan

Address: Room 303, Unit 11, Builiding 2, No.9 Tai Zhu Community, No.40 Altai Road, Shayibake District,Urumqi

  

Chapter 1 General Provisions

 

1.

Pursuant to the Labor Law of the People’s Republic of China, the Labor Contract Law of the People’s Republic of China and other relevant provisions, the parties hereto have, after mutual discussions and consultations and careful consideration and adequate communications and understanding, reached the following terms and conditions:

 

Chapter 2 Term

 

2.

This Agreement shall have an initial term commencing on September 9 , 2016 and ending on December 31, 2016, and shall, subject to Chapter 10 below, automatically renew for successive one year periods.

 

Chapter 3 Scope of Work

 

3.

According to Party A’s work requirements, Party B agrees to assume the position of Vice President (to carry out works relating to the listed company). With respect to Party B’s job duties, work assignments, responsibility goals, job disciplines, relevant management policies, etc., the rules formulated by Party A for that job and other relevant provisions shall apply.

 

Chapter 4 Party B’s Obligations

 

4. Party B agrees that, in addition to the obligations and responsibilities set forth herein, he or she shall also:

 

4.1.

Within the specified work hours, contribute his or her time, energy and skills exclusively in fulfilling the obligations established by Party A and effectively performing his or her duties, in order to exert best efforts to ensure the successful completion of Party A’s assignments; and

 

4.2.

Comply with the provisions of this Agreement, Party A’s internal rules and policies and relevant laws and regulations, fulfill his or her duties to Party A, and not to engage in any activities that harm Party A’s interests or to abuse his or her position or duties at Party A to directly or indirectly seek personal benefits.

 

Chapter 5 Primary Work Location, Work Hours, Labor Protection and Work Conditions

 

5.

Party B shall principally work at the Party’s A headquarters located in Urumqi, Xinjiang, China and other cities. Party B shall be required to work Monday through Friday from 10:00 a.m. to 7:00 p.m. Party B’s work hours shall be mainly for the purpose of meeting the needs of the listed company. CEO may change work hours for the needs of the listed company.

 

6.

Party A shall provide Party B with proper work conditions and facilities and labor protection up to the local government’s standards. Party B shall comply with Party A’s labor safety policies.

 

7. Party A is responsible for arranging education and trainings to Party B with respect to professional skills,  labor safety and hygiene policies and the Company’s articles of association.

 

 

 

 

8.

Party A shall reimburse Party B’s business travel, entertainment and other expenses incurred for work purposes, for which Party B is obligated to completely provide supporting voucher documents.

 

Chapter 6 Remunerations

 

9. Party B’s total remunerations include monthly cash payments and performance bonus portion.

 

9.1.

Monthly payments. Party A will deposit the RMB 45,750 due for each month on the tenth day of the next month to a personal account designated by Party B in PRC, subject to Party B’s individual performance review and Party A’s performance as a company on the whole.

 

9.2.

Performance bonus. Party A shall pay to Party B an annual bonus in the amount of RMB 270,000 , payable in January of the next year, subject to Party A’s Compensation Committee’s satisfaction of Party B’s annual performance review and Party A’s performance as a company on the whole.

 

Chapter 7 Benefits and Holidays

 

10.

Party B shall be entitled to the China public holidays and statutory holidays. Party B who is required to work on public holidays will be compensated by alternative day(s) off as substitution.

 

10.1. Annual Leave. Party B is entitled to the paid annual leave pursuant to Party A’s vacation policy.
   
10.2. Sick Leave must be certified by a registered doctor.

 

10.3.

Unauthorized Absences. Without prejudice to the other rights of Party A, Party A may deduct the equivalent amount of basic daily salary from Party B’s salary for every day of absence from employment without the prior permission of Party A.

  

Chapter 8 Labor Disciplines

 

11.

Party B shall comply with Party A’s lawfully formulated labor disciplines and the Company’s articles of association, strictly abide by Party A’s instructions and decisions, safeguard all the assets of Party A and observe professional ethics.

 

12.

If Party B violates any relevant laws, labor disciplines or the Company’s articles of association which results in any economic losses to Party A, Party A may impose penalties on Party A pursuant to the relevant provisions.

 

13.

In the event of any economic losses caused to Party A due to Party B’s violation of relevant laws, labor disciplines or the Company’s articles of association, Party A has the right to claim compensation from Party B for the losses.

 

14.

Party A has the right to make reasonable modifications to the labor disciplines and the Company’s articles of association according to its business needs, provided that Party A shall inform Party B in the forms regarded as proper by Party A, which forms include but not limited to notification, public announcement, e-mail and memorandum.

 

15.

Party B shall not hold any concurrent position at any other enterprise or organization during the period of his employment with Party A, unless with the permission of Party A. All service inventions, creations, developments, designs, renovations, production results made by Party B during the period of his or her employment shall be owned by Party A, and all intellectual property rights obtained therefrom, including but not limited to patent rights, copyrights and non-patent technologies, shall be owned by Party A.

 

  2  

 

 

Chapter 9 Confidentiality Obligations

 

16.

Party B shall keep confidential Party A’s proprietary information and confidential information concerning Party A and its subsidiaries and affiliates and its and their respective businesses including without limitation, confidential information regarding suppliers, customers, products, and marketing and pricing data, as long as such information is not publicly disclosed, except as required either by law or by a court of competent jurisdiction, and shall comply with Party A’s relevant confidentiality policies. Unless as required either by law or by a court of competent jurisdiction or subject to prior written consent from Party A, Party B shall not use, or disclose to any third party, any materials or information of Party A.

 

17.

Non-compete. During the term of Party B’s employment hereunder and for a term of two years following termination, Party B shall not initiate, directly or indirectly, on his own behalf or on behalf of any person, contact with any person who is or was a customer of Party A within the twelve (12) month period preceding the termination of Party B’s employment hereunder, or who was a prospective customer of Party A with whom Party B had dealings with in the twelve (12) month period preceding the termination of Party B’s employment, for the purpose of conducting any business which is the same as or which competes with any part of the business of Party A with which Party B was involved.

  

18.

Party B agrees that Party A shall, according to any reasonable operational needs, whether direct or indirect, have the right to disclose Party B’s personal information, including but not limited to his or her name, address, nationality, position, and salary, this Agreement and the renewals and changes thereof.

 

Chapter 10 Change and Termination of Agreement

 

19.

If any laws and regulations applicable for this Agreement is amended, the corresponding portions hereof or annexes hereto shall be amended accordingly. In the event of any material change to, or any conflict with relevant Chinese laws and regulations by, any objective condition on which the entry into the Agreement was based, which makes the performance of the Agreement impossible, the parties may, after friendly consultation, change the relevant portions of the Agreement pursuant to the relevant laws and regulations.

 

20.

In the occurrence of following circumstances, Party A has the right to unilaterally terminate this Agreement without a prior written notice, provided that Party A shall inform Party B of such termination decision, and the termination shall take effect immediately:

 

20.1.

Party B materially violates the Company’s labor disciplines or rules and policies (including but not limited to labor disciplines and the Company’s articles of association);

 

20.2.

Party B commits gross negligence or engages in malpractices for selfish ends, thereby causing material losses to Party A;

 

20.3.

Party B establishes employment relationship concurrently with any other employer, thereby causing material impact on the completion of Party A’s work assignments;

 

20.4.

Party B uses such means as fraud, coercion or taking advantage of other’s unfavorable position to cause the execution or change of the Agreement by Party A against its genuine will, thus leading to void the Agreement;

 

20.5. Party B is held criminally liable pursuant to the law.

 

21.

During the term of this Agreement, Party A may terminate this Agreement at any time by giving Party B 30-day prior written notice.

 

22.

During the term of the Agreement, Party B has the right to resign and terminate the Agreement, provided that he or she shall give a 30-day prior written notice to Party A.

 

  3  

 

 

23. Immediately upon termination of the Agreement, Party B shall cease its engagement in any activities in Party A’s name or complete any business as Party A so requested, and shall settle all the accounts. Party B shall, within 3 days of the termination hereof, return all of Party A’s assets that are in Party B’s possession and deliver all the documents and files (including but not limited to any written documents and electronic documents). Party A will handle the departure formalities for Party B after Party A’s confirmation and issue a departure consent letter. If Party B fails to complete the said transfer formalities, Party A may refuse to handle the departure formalities for Party B.

   

Chapter 11 Economic Compensation and Indemnification

 

24.

If Party B terminates this Agreement in violation of any provisions hereof, he or she shall, pursuant to the provisions of laws and regulations, compensate for the losses caused to Party A due to such termination.

 

Chapter 12 Resolution of Labor Disputes

 

25.

Any dispute arising from the interpretation and performance hereof shall be resolved through friendly consultation by the parties. If such friendly consultation fails, either or both of the parties may, within one year of the occurrence of the dispute, submit it for arbitration by a labor dispute arbitration committee having jurisdiction over the dispute. In case the parties have no disagreement as to the arbitral award rendered by such labor dispute arbitration commission, such arbitral award is final and binding upon the parties. In case the parties refuse to accept the arbitration award made by that labor dispute arbitration committee, they may file an action with a court of jurisdiction.

 

Chapter 13 Miscellaneous

 

26. The invalidity or non-enforceability of any provision shall not affect the validity of any other provisions hereof.
   
27. Either party’s failure to perform, or delay in performance of, any of the rights hereunder shall not constitute a waiver of such right.
   
28. In the case of any discrepancy between this Agreement and any related laws and regulations, the provisions of such laws and regulations shall prevail.

 

29.

This Agreement shall become effective upon signing and affixation of seals by both parties on the date first written above.

 

  4  

 

 

Party A: China Lending Corporation   Party B: Zhou Quan
     
By: /s/ Li Jingping   By: /s/ Zhou Quan
Name: Li Jingping      
Its: President and Chief Executive Officer      

 

 

5

 

 

Exhibit 10.6

 

Employment Agreement

 

This Employment Agreement (this “Agreement”) is entered into in Urumqi, Xinjiang, China on September 9, 2016 by and between:

 

Party A: China Lending Corporation (“the Company”)

Address: 11th Floor, Satellite Building, 473 Satellite Road, Economic Technological Development Zone, Urumqi, Xinjiang, China, 830000

Legal Representative: Li Jingping, President and Chief Executive Officer

 

Party B: Qiao Yonggang

Address: Room1301,Unit2,Building3,Xiang Yang Community (Second Section),78 Xinquan Street,Tianshan District, Urumqi, Xinjiang, China

  

Chapter 1 General Provisions

 

1.

Pursuant to the Labor Law of the People’s Republic of China, the Labor Contract Law of the People’s Republic of China and other relevant provisions, the parties hereto have, after mutual discussions and consultations and careful consideration and adequate communications and understanding, reached the following terms and conditions:

 

Chapter 2 Term

 

2.

This Agreement shall have an initial term commencing on September 9, 2016 and ending on December 31, 2016, and shall, subject to Chapter 10 below, automatically renew for successive one year periods.

 

Chapter 3 Scope of Work

 

3.

According to Party A’s work requirements, Party B agrees to assume the position of Chief Risk Management Advisor (to carry out works relating to the listed company). With respect to Party B’s job duties, work assignments, responsibility goals, job disciplines, relevant management policies, etc., the rules formulated by Party A for that job and other relevant provisions shall apply.

 

Chapter 4 Party B’s Obligations

 

4. Party B agrees that, in addition to the obligations and responsibilities set forth herein, he or she shall also:

 

4.1.

Within the specified work hours, contribute his or her time, energy and skills exclusively in fulfilling the obligations established by Party A and effectively performing his or her duties, in order to exert best efforts to ensure the successful completion of Party A’s assignments; and

 

4.2.

Comply with the provisions of this Agreement, Party A’s internal rules and policies and relevant laws and regulations, fulfill his or her duties to Party A, and not to engage in any activities that harm Party A’s interests or to abuse his or her position or duties at Party A to directly or indirectly seek personal benefits.

 

Chapter 5 Primary Work Location, Work Hours, Labor Protection and Work Conditions

 

5.

Party B shall principally work at the Party’s A headquarters located in Urumqi, Xinjiang, China and other cities. Party B shall be required to work Monday through Friday from 10:00 a.m. to 7:00 p.m. Party B’s work hours shall be mainly for the purpose of meeting the needs of the listed company. CEO may change work hours for the needs of the listed company.

 

6.

Party A shall provide Party B with proper work conditions and facilities and labor protection up to the local government’s standards. Party B shall comply with Party A’s labor safety policies.

 

 

 

 

7.

Party A is responsible for arranging education and trainings to Party B with respect to professional skills, labor safety and hygiene policies and the Company’s articles of association.

 

8.

Party A shall reimburse Party B’s business travel, entertainment and other expenses incurred for work purposes, for which Party B is obligated to completely provide supporting voucher documents.

 

Chapter 6 Remunerations

 

9. Party B’s total remunerations include monthly cash payments and performance bonus portion.

 

9.1.

Monthly payments. Party A will deposit the RMB 45,750 due for each month on the tenth day of the next month to a personal account designated by Party B in PRC, subject to Party B’s individual performance review and Party A’s performance as a company on the whole.

 

9.2.

Performance bonus. Party A shall pay to Party B an annual bonus in the amount of RMB 270,000 , payable in January of the next year, subject to Party A’s Compensation Committee’s satisfaction of Party B’s annual performance review and Party A’s performance as a company on the whole.

 

Chapter 7 Benefits and Holidays

 

10.

Party B shall be entitled to the China public holidays and statutory holidays. Party B who is required to work on public holidays will be compensated by alternative day(s) off as substitution.

 

10.1. Annual Leave. Party B is entitled to the paid annual leave pursuant to Party A’s vacation policy.
   
10.2. Sick Leave must be certified by a registered doctor.

 

10.3.

Unauthorized Absences. Without prejudice to the other rights of Party A, Party A may deduct the equivalent amount of basic daily salary from Party B’s salary for every day of absence from employment without the prior permission of Party A.

  

Chapter 8 Labor Disciplines

 

11.

Party B shall comply with Party A’s lawfully formulated labor disciplines and the Company’s articles of association, strictly abide by Party A’s instructions and decisions, safeguard all the assets of Party A and observe professional ethics.

 

12.

If Party B violates any relevant laws, labor disciplines or the Company’s articles of association which results in any economic losses to Party A, Party A may impose penalties on Party A pursuant to the relevant provisions.

 

13.

In the event of any economic losses caused to Party A due to Party B’s violation of relevant laws, labor disciplines or the Company’s articles of association, Party A has the right to claim compensation from Party B for the losses.

 

14.

Party A has the right to make reasonable modifications to the labor disciplines and the Company’s articles of association according to its business needs, provided that Party A shall inform Party B in the forms regarded as proper by Party A, which forms include but not limited to notification, public announcement, e-mail and memorandum.

 

15.

Party B shall not hold any concurrent position at any other enterprise or organization during the period of his employment with Party A, unless with the permission of Party A. All service inventions, creations, developments, designs, renovations, production results made by Party B during the period of his or her employment shall be owned by Party A, and all intellectual property rights obtained therefrom, including but not limited to patent rights, copyrights and non-patent technologies, shall be owned by Party A.

 

  2  

 

 

Chapter 9 Confidentiality Obligations

 

16.

Party B shall keep confidential Party A’s proprietary information and confidential information concerning Party A and its subsidiaries and affiliates and its and their respective businesses including without limitation, confidential information regarding suppliers, customers, products, and marketing and pricing data, as long as such information is not publicly disclosed, except as required either by law or by a court of competent jurisdiction, and shall comply with Party A’s relevant confidentiality policies. Unless as required either by law or by a court of competent jurisdiction or subject to prior written consent from Party A, Party B shall not use, or disclose to any third party, any materials or information of Party A.

 

17.

Non-compete. During the term of Party B’s employment hereunder and for a term of two years following termination, Party B shall not initiate, directly or indirectly, on his own behalf or on behalf of any person, contact with any person who is or was a customer of Party A within the twelve (12) month period preceding the termination of Party B’s employment hereunder, or who was a prospective customer of Party A with whom Party B had dealings with in the twelve (12) month period preceding the termination of Party B’s employment, for the purpose of conducting any business which is the same as or which competes with any part of the business of Party A with which Party B was involved.

  

18.

Party B agrees that Party A shall, according to any reasonable operational needs, whether direct or indirect, have the right to disclose Party B’s personal information, including but not limited to his or her name, address, nationality, position, and salary, this Agreement and the renewals and changes thereof.

 

Chapter 10 Change and Termination of Agreement

 

19.

If any laws and regulations applicable for this Agreement is amended, the corresponding portions hereof or annexes hereto shall be amended accordingly. In the event of any material change to, or any conflict with relevant Chinese laws and regulations by, any objective condition on which the entry into the Agreement was based, which makes the performance of the Agreement impossible, the parties may, after friendly consultation, change the relevant portions of the Agreement pursuant to the relevant laws and regulations.

 

20.

In the occurrence of following circumstances, Party A has the right to unilaterally terminate this Agreement without a prior written notice, provided that Party A shall inform Party B of such termination decision, and the termination shall take effect immediately:

 

20.1.

Party B materially violates the Company’s labor disciplines or rules and policies (including but not limited to labor disciplines and the Company’s articles of association);

 

20.2.

Party B commits gross negligence or engages in malpractices for selfish ends, thereby causing material losses to Party A;

 

20.3.

Party B establishes employment relationship concurrently with any other employer, thereby causing material impact on the completion of Party A’s work assignments;

 

20.4.

Party B uses such means as fraud, coercion or taking advantage of other’s unfavorable position to cause the execution or change of the Agreement by Party A against its genuine will, thus leading to void the Agreement;

 

20.5. Party B is held criminally liable pursuant to the law.

 

21.

During the term of this Agreement, Party A may terminate this Agreement at any time by giving Party B 30-day prior written notice.

 

22.

During the term of the Agreement, Party B has the right to resign and terminate the Agreement, provided that he or she shall give a 30-day prior written notice to Party A.

 

  3  

 

 

23.

Immediately upon termination of the Agreement, Party B shall cease its engagement in any activities in Party A’s name or complete any business as Party A so requested, and shall settle all the accounts. Party B shall, within 3 days of the termination hereof, return all of Party A’s assets that are in Party B’s possession and deliver all the documents and files (including but not limited to any written documents and electronic documents). Party A will handle the departure formalities for Party B after Party A’s confirmation and issue a departure consent letter. If Party B fails to complete the said transfer formalities, Party A may refuse to handle the departure formalities for Party B.

 

Chapter 11 Economic Compensation and Indemnification

 

24.

If Party B terminates this Agreement in violation of any provisions hereof, he or she shall, pursuant to the provisions of laws and regulations, compensate for the losses caused to Party A due to such termination.

 

Chapter 12 Resolution of Labor Disputes

 

25.

Any dispute arising from the interpretation and performance hereof shall be resolved through friendly consultation by the parties. If such friendly consultation fails, either or both of the parties may, within one year of the occurrence of the dispute, submit it for arbitration by a labor dispute arbitration committee having jurisdiction over the dispute. In case the parties have no disagreement as to the arbitral award rendered by such labor dispute arbitration commission, such arbitral award is final and binding upon the parties. In case the parties refuse to accept the arbitration award made by that labor dispute arbitration committee, they may file an action with a court of jurisdiction.

 

Chapter 13 Miscellaneous

 

26. The invalidity or non-enforceability of any provision shall not affect the validity of any other provisions hereof.
   
27. Either party’s failure to perform, or delay in performance of, any of the rights hereunder shall not constitute a waiver of such right.
   
28. In the case of any discrepancy between this Agreement and any related laws and regulations, the provisions of such laws and regulations shall prevail.

 

29.

This Agreement shall become effective upon signing and affixation of seals by both parties on the date first written above.

 

  4  

 

   

Party A: China Lending Corporation   Party B: Qiao Yonggang
     
By: /s/ Li Jingping   By: /s/ Qiao Yonggang
Name: Li Jingping      
Its: President and Chief Executive Officer      

 

 

5

 

 

Exhibit 10.7

 

Employment Agreement

 

This Employment Agreement (this “Agreement”) is entered into in Urumqi, Xinjiang, China on September 9, 2016 by and between:

 

Party A: China Lending Corporation (“the Company”)

Address: 11th Floor, Satellite Building, 473 Satellite Road, Economic Technological Development Zone, Urumqi, Xinjiang, China, 830000

Legal Representative: Li Jingping, President and Chief Executive Officer

 

Party B: Li Jie

Address: Room 303, Unit 3, Building 4, N0.123 Yan An Road, Tianshan District, Urumqi, Xinjiang, China

 

Chapter 1 General Provisions

 

1.

Pursuant to the Labor Law of the People’s Republic of China, the Labor Contract Law of the People’s Republic of China and other relevant provisions, the parties hereto have, after mutual discussions and consultations and careful consideration and adequate communications and understanding, reached the following terms and conditions:

 

Chapter 2 Term

 

2.

This Agreement shall have an initial term commencing on September 9, 2016 and ending on December 31, 2016, and shall, subject to Chapter 10 below, automatically renew for successive one year periods.

 

Chapter 3 Scope of Work

 

3.

According to Party A’s work requirements, Party B agrees to assume the position of Director of Sales (to carry out works relating to the listed company). With respect to Party B’s job duties, work assignments, responsibility goals, job disciplines, relevant management policies, etc., the rules formulated by Party A for that job and other relevant provisions shall apply.

 

Chapter 4 Party B’s Obligations

 

4. Party B agrees that, in addition to the obligations and responsibilities set forth herein, he or she shall also:

 

4.1.

Within the specified work hours, contribute his or her time, energy and skills exclusively in fulfilling the obligations established by Party A and effectively performing his or her duties, in order to exert best efforts to ensure the successful completion of Party A’s assignments; and

 

4.2.

Comply with the provisions of this Agreement, Party A’s internal rules and policies and relevant laws and regulations, fulfill his or her duties to Party A, and not to engage in any activities that harm Party A’s interests or to abuse his or her position or duties at Party A to directly or indirectly seek personal benefits.

 

Chapter 5 Primary Work Location, Work Hours, Labor Protection and Work Conditions

 

5.

Party B shall principally work at the Party’s A headquarters located in Urumqi, Xinjiang, China and other cities. Party B shall be required to work Monday through Friday from 10:00 a.m. to 7:00 p.m. Party B’s work hours shall be mainly for the purpose of meeting the needs of the listed company. CEO may change work hours for the needs of the listed company.

 

6.

Party A shall provide Party B with proper work conditions and facilities and labor protection up to the local government’s standards. Party B shall comply with Party A’s labor safety policies.

 

7. Party A is responsible for arranging education and trainings to Party B with respect to professional skills, labor safety and hygiene policies and the Company’s articles of association.

 

 

 

 

8.

Party A shall reimburse Party B’s business travel, entertainment and other expenses incurred for work purposes, for which Party B is obligated to completely provide supporting voucher documents.

 

Chapter 6 Remunerations

 

9. Party B’s total remunerations include monthly cash payments and performance bonus portion.

 

9.1.

Monthly payments. Party A will deposit the RMB 32,250 due for each month on the tenth day of the next month to a personal account designated by Party B in PRC, subject to Party B’s individual performance review and Party A’s performance as a company on the whole.

 

9.2.

Performance bonus. Party A shall pay to Party B an annual bonus in the amount of RMB 202,500 , payable in January of the next year, subject to Party A’s Compensation Committee’s satisfaction of Party B’s annual performance review and Party A’s performance as a company on the whole.

 

Chapter 7 Benefits and Holidays

 

10.

Party B shall be entitled to the China public holidays and statutory holidays. Party B who is required to work on public holidays will be compensated by alternative day(s) off as substitution.

 

10.1. Annual Leave. Party B is entitled to the paid annual leave pursuant to Party A’s vacation policy.
   
10.2. Sick Leave must be certified by a registered doctor.

 

10.3.

Unauthorized Absences. Without prejudice to the other rights of Party A, Party A may deduct the equivalent amount of basic daily salary from Party B’s salary for every day of absence from employment without the prior permission of Party A.

 

Chapter 8 Labor Disciplines

 

11.

Party B shall comply with Party A’s lawfully formulated labor disciplines and the Company’s articles of association, strictly abide by Party A’s instructions and decisions, safeguard all the assets of Party A and observe professional ethics.

 

12.

If Party B violates any relevant laws, labor disciplines or the Company’s articles of association which results in any economic losses to Party A, Party A may impose penalties on Party A pursuant to the relevant provisions.

 

13.

In the event of any economic losses caused to Party A due to Party B’s violation of relevant laws, labor disciplines or the Company’s articles of association, Party A has the right to claim compensation from Party B for the losses.

 

14.

Party A has the right to make reasonable modifications to the labor disciplines and the Company’s articles of association according to its business needs, provided that Party A shall inform Party B in the forms regarded as proper by Party A, which forms include but not limited to notification, public announcement, e-mail and memorandum.

 

15.

Party B shall not hold any concurrent position at any other enterprise or organization during the period of his employment with Party A, unless with the permission of Party A. All service inventions, creations, developments, designs, renovations, production results made by Party B during the period of his or her employment shall be owned by Party A, and all intellectual property rights obtained therefrom, including but not limited to patent rights, copyrights and non-patent technologies, shall be owned by Party A.

 

  2  
 

 

Chapter 9 Confidentiality Obligations

 

16.

Party B shall keep confidential Party A’s proprietary information and confidential information concerning Party A and its subsidiaries and affiliates and its and their respective businesses including without limitation, confidential information regarding suppliers, customers, products, and marketing and pricing data, as long as such information is not publicly disclosed, except as required either by law or by a court of competent jurisdiction, and shall comply with Party A’s relevant confidentiality policies. Unless as required either by law or by a court of competent jurisdiction or subject to prior written consent from Party A, Party B shall not use, or disclose to any third party, any materials or information of Party A.

 

17.

Non-compete. During the term of Party B’s employment hereunder and for a term of two years following termination, Party B shall not initiate, directly or indirectly, on his own behalf or on behalf of any person, contact with any person who is or was a customer of Party A within the twelve (12) month period preceding the termination of Party B’s employment hereunder, or who was a prospective customer of Party A with whom Party B had dealings with in the twelve (12) month period preceding the termination of Party B’s employment, for the purpose of conducting any business which is the same as or which competes with any part of the business of Party A with which Party B was involved.

 

18.

Party B agrees that Party A shall, according to any reasonable operational needs, whether direct or indirect, have the right to disclose Party B’s personal information, including but not limited to his or her name, address, nationality, position, and salary, this Agreement and the renewals and changes thereof.

 

Chapter 10 Change and Termination of Agreement

 

19.

If any laws and regulations applicable for this Agreement is amended, the corresponding portions hereof or annexes hereto shall be amended accordingly. In the event of any material change to, or any conflict with relevant Chinese laws and regulations by, any objective condition on which the entry into the Agreement was based, which makes the performance of the Agreement impossible, the parties may, after friendly consultation, change the relevant portions of the Agreement pursuant to the relevant laws and regulations.

 

20.

In the occurrence of following circumstances, Party A has the right to unilaterally terminate this Agreement without a prior written notice, provided that Party A shall inform Party B of such termination decision, and the termination shall take effect immediately:

 

20.1.

Party B materially violates the Company’s labor disciplines or rules and policies (including but not limited to labor disciplines and the Company’s articles of association);

 

20.2.

Party B commits gross negligence or engages in malpractices for selfish ends, thereby causing material losses to Party A;

 

20.3.

Party B establishes employment relationship concurrently with any other employer, thereby causing material impact on the completion of Party A’s work assignments;

 

20.4.

Party B uses such means as fraud, coercion or taking advantage of other’s unfavorable position to cause the execution or change of the Agreement by Party A against its genuine will, thus leading to void the Agreement;

 

20.5. Party B is held criminally liable pursuant to the law.

 

21.

During the term of this Agreement, Party A may terminate this Agreement at any time by giving Party B 30-day prior written notice.

 

22.

During the term of the Agreement, Party B has the right to resign and terminate the Agreement, provided that he or she shall give a 30-day prior written notice to Party A.

 

  3  
 

 

23. Immediately upon termination of the Agreement, Party B shall cease its engagement in any activities in Party A’s name or complete any business as Party A so requested, and shall settle all the accounts. Party B shall, within 3 days of the termination hereof, return all of Party A’s assets that are in Party B’s possession and deliver all the documents and files (including but not limited to any written documents and electronic documents). Party A will handle the departure formalities for Party B after Party A’s confirmation and issue a departure consent letter. If Party B fails to complete the said transfer formalities, Party A may refuse to handle the departure formalities for Party B.

 

Chapter 11 Economic Compensation and Indemnification

 

24.

If Party B terminates this Agreement in violation of any provisions hereof, he or she shall, pursuant to the provisions of laws and regulations, compensate for the losses caused to Party A due to such termination.

 

Chapter 12 Resolution of Labor Disputes

 

25.

Any dispute arising from the interpretation and performance hereof shall be resolved through friendly consultation by the parties. If such friendly consultation fails, either or both of the parties may, within one year of the occurrence of the dispute, submit it for arbitration by a labor dispute arbitration committee having jurisdiction over the dispute. In case the parties have no disagreement as to the arbitral award rendered by such labor dispute arbitration commission, such arbitral award is final and binding upon the parties. In case the parties refuse to accept the arbitration award made by that labor dispute arbitration committee, they may file an action with a court of jurisdiction.

 

Chapter 13 Miscellaneous

 

26. The invalidity or non-enforceability of any provision shall not affect the validity of any other provisions hereof.
   
27. Either party’s failure to perform, or delay in performance of, any of the rights hereunder shall not constitute a waiver of such right.
   
28. In the case of any discrepancy between this Agreement and any related laws and regulations, the provisions of such laws and regulations shall prevail.

 

29.

This Agreement shall become effective upon signing and affixation of seals by both parties on the date first written above.

 

  4  
 

 

Party A: China Lending Corporation   Party B: Li Jie
         
By: /s/ Li Jingping   By: /s/ Li Jie
Name: Li Jingping      
Its: President and Chief Executive Officer      

 

 

5

 

 

Exhibit 10.8

 

Employment Agreement

 

This Employment Agreement (this “Agreement”) is entered into in Urumqi, Xinjiang, China on September 9, 2016 by and between:

 

Party A: China Lending Corporation (“the Company”)

Address: 11th Floor, Satellite Building, 473 Satellite Road, Economic Technological Development Zone, Urumqi, Xinjiang, China, 830000

Legal Representative: Li Jingping, President and Chief Executive Officer

 

Party B: Wang Wen

Address: RM2202, Unit 1, Building 3, 477 Satellite Building, Urumqi, Xinjiang, China

 

Chapter 1 General Provisions

 

1.

Pursuant to the Labor Law of the People’s Republic of China, the Labor Contract Law of the People’s Republic of China and other relevant provisions, the parties hereto have, after mutual discussions and consultations and careful consideration and adequate communications and understanding, reached the following terms and conditions:

 

Chapter 2 Term

 

2.

This Agreement shall have an initial term commencing on September 9, 2016 and ending on December 31, 2016, and shall, subject to Chapter 10 below, automatically renew for successive one year periods.

 

Chapter 3 Scope of Work

 

3.

According to Party A’s work requirements, Party B agrees to assume the position of Corporate Secretary and Capital Market Director (to carry out works relating to the listed company). With respect to Party B’s job duties, work assignments, responsibility goals, job disciplines, relevant management policies, etc., the rules formulated by Party A for that job and other relevant provisions shall apply.

 

Chapter 4 Party B’s Obligations

 

4. Party B agrees that, in addition to the obligations and responsibilities set forth herein, he or she shall also:

 

4.1.

Within the specified work hours, contribute his or her time, energy and skills exclusively in fulfilling the obligations established by Party A and effectively performing his or her duties, in order to exert best efforts to ensure the successful completion of Party A’s assignments; and

 

4.2.

Comply with the provisions of this Agreement, Party A’s internal rules and policies and relevant laws and regulations, fulfill his or her duties to Party A, and not to engage in any activities that harm Party A’s interests or to abuse his or her position or duties at Party A to directly or indirectly seek personal benefits.

 

Chapter 5 Primary Work Location, Work Hours, Labor Protection and Work Conditions

 

5.

Party B shall principally work at the Party’s A headquarters located in Urumqi, Xinjiang, China and other cities. Party B shall be required to work Monday through Friday from 10:00 a.m. to 7:00 p.m. Party B’s work hours shall be mainly for the purpose of meeting the needs of the listed company. CEO may change work hours for the needs of the listed company.

 

6.

Party A shall provide Party B with proper work conditions and facilities and labor protection up to the local government’s standards. Party B shall comply with Party A’s labor safety policies.

 

7.

Party A is responsible for arranging education and trainings to Party B with respect to professional skills, labor safety and hygiene policies and the Company’s articles of association.

 

 

 

 

8.

Party A shall reimburse Party B’s business travel, entertainment and other expenses incurred for work purposes, for which Party B is obligated to completely provide supporting voucher documents.

 

Chapter 6 Remunerations

 

9. Party B’s total remunerations include monthly cash payments and performance bonus portion.

 

9.1.

Monthly payments. Party A will deposit the RMB 32,250 due for each month on the tenth day of the next month to a personal account designated by Party B in PRC, subject to Party B’s individual performance review and Party A’s performance as a company on the whole.

 

9.2.

Performance bonus. Party A shall pay to Party B an annual bonus in the amount of RMB 202,500 , payable in January of the next year, subject to Party A’s Compensation Committee’s satisfaction of Party B’s annual performance review and Party A’s performance as a company on the whole.

 

Chapter 7 Benefits and Holidays

 

10.

Party B shall be entitled to the China public holidays and statutory holidays. Party B who is required to work on public holidays will be compensated by alternative day(s) off as substitution.

 

10.1. Annual Leave. Party B is entitled to the paid annual leave pursuant to Party A’s vacation policy.
   
10.2. Sick Leave must be certified by a registered doctor.

 

10.3.

Unauthorized Absences. Without prejudice to the other rights of Party A, Party A may deduct the equivalent amount of basic daily salary from Party B’s salary for every day of absence from employment without the prior permission of Party A.

 

Chapter 8 Labor Disciplines

 

11.

Party B shall comply with Party A’s lawfully formulated labor disciplines and the Company’s articles of association, strictly abide by Party A’s instructions and decisions, safeguard all the assets of Party A and observe professional ethics.

 

12.

If Party B violates any relevant laws, labor disciplines or the Company’s articles of association which results in any economic losses to Party A, Party A may impose penalties on Party A pursuant to the relevant provisions.

 

13.

In the event of any economic losses caused to Party A due to Party B’s violation of relevant laws, labor disciplines or the Company’s articles of association, Party A has the right to claim compensation from Party B for the losses.

 

14.

Party A has the right to make reasonable modifications to the labor disciplines and the Company’s articles of association according to its business needs, provided that Party A shall inform Party B in the forms regarded as proper by Party A, which forms include but not limited to notification, public announcement, e-mail and memorandum.

 

15.

Party B shall not hold any concurrent position at any other enterprise or organization during the period of his employment with Party A, unless with the permission of Party A. All service inventions, creations, developments, designs, renovations, production results made by Party B during the period of his or her employment shall be owned by Party A, and all intellectual property rights obtained therefrom, including but not limited to patent rights, copyrights and non-patent technologies, shall be owned by Party A.

 

  2  

 

 

Chapter 9 Confidentiality Obligations

 

16.

Party B shall keep confidential Party A’s proprietary information and confidential information concerning Party A and its subsidiaries and affiliates and its and their respective businesses including without limitation, confidential information regarding suppliers, customers, products, and marketing and pricing data, as long as such information is not publicly disclosed, except as required either by law or by a court of competent jurisdiction, and shall comply with Party A’s relevant confidentiality policies. Unless as required either by law or by a court of competent jurisdiction or subject to prior written consent from Party A, Party B shall not use, or disclose to any third party, any materials or information of Party A.

 

17.

Non-compete. During the term of Party B’s employment hereunder and for a term of two years following termination, Party B shall not initiate, directly or indirectly, on his own behalf or on behalf of any person, contact with any person who is or was a customer of Party A within the twelve (12) month period preceding the termination of Party B’s employment hereunder, or who was a prospective customer of Party A with whom Party B had dealings with in the twelve (12) month period preceding the termination of Party B’s employment, for the purpose of conducting any business which is the same as or which competes with any part of the business of Party A with which Party B was involved.

 

18.

Party B agrees that Party A shall, according to any reasonable operational needs, whether direct or indirect, have the right to disclose Party B’s personal information, including but not limited to his or her name, address, nationality, position, and salary, this Agreement and the renewals and changes thereof.

 

Chapter 10 Change and Termination of Agreement

 

19.

If any laws and regulations applicable for this Agreement is amended, the corresponding portions hereof or annexes hereto shall be amended accordingly. In the event of any material change to, or any conflict with relevant Chinese laws and regulations by, any objective condition on which the entry into the Agreement was based, which makes the performance of the Agreement impossible, the parties may, after friendly consultation, change the relevant portions of the Agreement pursuant to the relevant laws and regulations.

 

20.

In the occurrence of following circumstances, Party A has the right to unilaterally terminate this Agreement without a prior written notice, provided that Party A shall inform Party B of such termination decision, and the termination shall take effect immediately:

 

20.1.

Party B materially violates the Company’s labor disciplines or rules and policies (including but not limited to labor disciplines and the Company’s articles of association);

 

20.2.

Party B commits gross negligence or engages in malpractices for selfish ends, thereby causing material losses to Party A;

 

20.3.

Party B establishes employment relationship concurrently with any other employer, thereby causing material impact on the completion of Party A’s work assignments;

 

20.4.

Party B uses such means as fraud, coercion or taking advantage of other’s unfavorable position to cause the execution or change of the Agreement by Party A against its genuine will, thus leading to void the Agreement;

 

20.5. Party B is held criminally liable pursuant to the law.

 

21.

During the term of this Agreement, Party A may terminate this Agreement at any time by giving Party B 30-day prior written notice.

 

22.

During the term of the Agreement, Party B has the right to resign and terminate the Agreement, provided that he or she shall give a 30-day prior written notice to Party A.

 

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23.

Immediately upon termination of the Agreement, Party B shall cease its engagement in any activities in Party A’s name or complete any business as Party A so requested, and shall settle all the accounts. Party B shall, within 3 days of the termination hereof, return all of Party A’s assets that are in Party B’s possession and deliver all the documents and files (including but not limited to any written documents and electronic documents). Party A will handle the departure formalities for Party B after Party A’s confirmation and issue a departure consent letter. If Party B fails to complete the said transfer formalities, Party A may refuse to handle the departure formalities for Party B.

 

Chapter 11 Economic Compensation and Indemnification

 

24.

If Party B terminates this Agreement in violation of any provisions hereof, he or she shall, pursuant to the provisions of laws and regulations, compensate for the losses caused to Party A due to such termination.

 

Chapter 12 Resolution of Labor Disputes

 

25.

Any dispute arising from the interpretation and performance hereof shall be resolved through friendly consultation by the parties. If such friendly consultation fails, either or both of the parties may, within one year of the occurrence of the dispute, submit it for arbitration by a labor dispute arbitration committee having jurisdiction over the dispute. In case the parties have no disagreement as to the arbitral award rendered by such labor dispute arbitration commission, such arbitral award is final and binding upon the parties. In case the parties refuse to accept the arbitration award made by that labor dispute arbitration committee, they may file an action with a court of jurisdiction.

 

Chapter 13 Miscellaneous

 

26. The invalidity or non-enforceability of any provision shall not affect the validity of any other provisions hereof.
   
27. Either party’s failure to perform, or delay in performance of, any of the rights hereunder shall not constitute a waiver of such right.
   
28. In the case of any discrepancy between this Agreement and any related laws and regulations, the provisions of such laws and regulations shall prevail.

 

29.

This Agreement shall become effective upon signing and affixation of seals by both parties on the date first written above.

 

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Party A: China Lending Corporation   Party B: Wang Wen
         
By: /s/ Li Jingping   By: /s/ Wang Wen  
Name: Li Jingping      
Its: President and Chief Executive Officer      

 

 

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