UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16

OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of October 2018

 

Commission file number: 001-38307

 

RETO ECO-SOLUTIONS, INC.

(Registrant's name)

 

c/o Beijing REIT Technology Development Co., Ltd.

Building B, 24 th Floor, 60 Anli Road, Chaoyang District, Beijing

People’s Republic of China 100101

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☒       Form 40-F ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

 

 

 

 

 

 

Explanatory Note:

 

On September 26, 2018, ReTo Eco-Solutions, Inc.’s (the “Company”) entered into new employment agreements with its executive officers, Hengfang Li, Guangfeng Dai, Zhizhong Hu and Yuxia Jia (the “ Executive Officers ”). Upon entry into the new employment agreements, the prior employment agreements that were entered into in September 2016 with the Executive Officers were mutually terminated.

 

Hengfang Li

 

The Company entered into an employment agreement with Hengfang Li effective October 1, 2018, providing for Mr. Li to serve as the Company’s Chief Executive Officer. Under the terms of Mr. Li’s employment agreement, Mr. Li is, among other matters, to take overall responsibility for the operational management and financial management of the Company in compliance with all applicable laws and devote a minimum of forty hours per week to the Company’s business and affairs and in return will be entitled to the following:

 

● Annual compensation of RMB 800,000 (approximately $123,000); and
● Reimbursement of reasonable business expenses.

 

Mr. Li will be eligible to receive an annual bonus with a target payout up to 150% of his base salary, subject to achieving Company and individual performance goals established by the Company’s Compensation Committee. Mr. Li’s employment agreement is for an initial term of three years, renewable for an additional 24 months unless either party terminates it in writing at least sixty days before the expiration of the initial term.

 

Additionally, Mr. Li’s employment agreement provides for confidentiality and nondisclosure provisions, whereby Mr. Li is required to keep trade secrets confidential during the course of his employment and for a period of 36 months following the termination of his employment. His employment contract also contains a non-compete clause for a duration of 24 months following his employment.

 

Employment Agreement of Guangfeng Dai

 

The Company into an employment agreement with Guangfeng Dai effective October 1, 2018, providing for Mr. Dai to serve as the Company’s Chief Operating Officer. Under the terms of Mr. Dai’s employment agreement, Mr. Dai is, among other matters, to support the Company’s CEO in developing, executing and managing the Company’s business plan with an emphasis on operations and sales in compliance with all applicable laws and devote a minimum of forty hours per week to the Company’s business and affairs and in return will be entitled to the following:

 

● Annual compensation of RMB 750,000 (approximately $123,000); and
● Reimbursement of reasonable business expenses.

 

Mr. Dai will be eligible to receive an annual bonus with a target payout up to 150% of his base salary, subject to achieving Company and individual performance goals established by the Company’s Compensation Committee. Mr. Dai’s employment agreement is for an initial term of three years, renewable for an additional 24 months unless either party terminates it in writing at least sixty days before the expiration of the initial term.

 

Additionally, Mr. Dai’s employment agreement provides for confidentiality and nondisclosure provisions, whereby Mr. Dai is required to keep trade secrets confidential during the course of his employment and for a period of 36 months following the termination of his employment. His employment contract also contains a non-compete clause for a duration of 24 months following his employment.

 

  1  

 

 

Employment Agreement of Zhizhong Hu

 

The Company into an employment agreement with Zhizhong Hu effective October 1, 2018, providing for Mr. Hu to serve as the Company’s Chief Technology Officer. Under the terms of Mr. Hu’s employment agreement, Mr. Hu is, among other matters, to create overall technology standards and practices, build the Company’s technology team and manage data systems and effectiveness in compliance with all applicable laws and devote a minimum of forty hours per week to the Company’s business and affairs and in return will be entitled to the following:

 

● Annual compensation of RMB 700,000 (approximately $108,000); and
● Reimbursement of reasonable business expenses.

 

Mr. Hu will be eligible to receive an annual bonus with a target payout up to 150% of his base salary, subject to achieving Company and individual performance goals established by the Company’s Compensation Committee. Mr. Hu’s employment agreement is for an initial term of three years, renewable for an additional 24 months unless either party terminates it in writing at least sixty days before the expiration of the initial term.

 

Additionally, Mr. Hu’s employment agreement provides for confidentiality and nondisclosure provisions, whereby Mr. Hu is required to keep trade secrets confidential during the course of his employment and for a period of 36 months following the termination of his employment. His employment contract also contains a non-compete clause for a duration of 24 months following his employment.

 

Employment Agreement of Yuxia Jia

 

The Company into an employment agreement with Yuxia Jia effective October 1, 2018, providing for Ms. Jia to serve as the Company’s Chief Financial Officer. Under the terms of Ms. Jia’s employment agreement, Ms. Jia is, among other matters, to setup and oversee all financial and operational controls and metrics of the Company, maintain responsibility for all financial operations of the Company and develop and direct financial plans for the strategic growth of the Company in compliance with all applicable laws and devote a minimum of forty hours per week to the Company’s business and affairs and in return will be entitled to the following:

 

● Annual compensation of RMB 250,000 (approximately $38,000); and
● Reimbursement of reasonable business expenses.

 

Ms. Jia will be eligible to receive an annual bonus with a target payout up to 150% of his base salary, subject to achieving Company and individual performance goals established by the Company’s Compensation Committee. Ms. Jia’s employment agreement is for an initial term of three years, renewable for an additional 24 months unless either party terminates it in writing at least sixty days before the expiration of the initial term.

 

Additionally, Ms. Jia’s employment agreement provides for confidentiality and nondisclosure provisions, whereby Ms. Jia is required to keep trade secrets confidential during the course of her employment and for a period of 36 months following the termination of her employment. Her employment contract also contains a non-compete clause for a duration of 24 months following her employment.

 

The foregoing description of the employment agreements are qualified in their entirety by reference to the Hengfang Li, Guangfeng Dai, Zhizhong Hu and Yuxia Jia employment agreements, copies of which are attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4 respectively and incorporated herein by reference. 

 

  2  

 

  

EXHIBIT INDEX

 

Number   Description of Exhibit
     
10.1   Hengfang Li Employment Agreement
     
10.2   Guangfeng Dai Employment Agreement
     
10.3   Zhizhong Hu Employment Agreement
     
10.4   Yuxia Jia Employment Agreement

 

  3  

 

 

SIGNATURES

 

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 thereunto duly authorized.

 

  RETO ECO-SOLUTIONS, INC.
   
  By: /s/ Hengfang Li
    Hengfang Li
    Chief Executive Officer

 

Dated: October 1, 2018

 


  4  

Exhibit 10.1

 

Employment Contract – Hengfang Li

 

BETWEEN:    Beijing REIT Technology Development Co., Ltd , a company legally incorporated under the laws of People’s Republic of China, having a mailing address at Room 1611, No.1 Building, No.208, Second Block, Lize Zhongyuan, Wangjing Xinxing Industrial Area, Chaoyang District, Beijing City, acting and represented herein by Mr. Li Hengfang, Legal Representative , declaring duly authorized, (hereinafter called the “COMPANY”)

 

AND:     Mr. Hengfang Li ,

(hereinafter called the “EXECUTIVE”)

 

(COMPANY and EXECUTIVE hereinafter collectively called “Parties”)

 

WHEREAS:

 

COMPANY requires the services of EXECUTIVE as Chief Executive Officer (CEO);

 

EXECUTIVE agrees to provide COMPANY his full-time services as CEO;

 

the Parties wish to confirm their agreement in writing;

 

the Parties have the capacity and quality of exercise all the rights necessary for the conclusion and implementation of the agreement found in this Contract;

 

THEREFORE THE FOREGOING, THE PARTIES AGREE AS FOLLOWS:

 

1. Employment

 

EXECUTIVE agrees to assume full-time for COMPANY (minimum of forty (40) hours per week) the role of CEO during the entire duration of the Contract;

 

2. Term

 

This Contract is for an initial term of 36 months, namely from October 1, 2018 to September 30, 2021 , renewable for an additional period of 24 months unless either party terminates it in writing at least sixty (60) days before the expiration of the initial term;

 

  1  

 

 

3. Responsibilities

 

EXECUTIVE agrees and undertakes to COMPANY to the following: The services must be made full time in a professional manner, according to the rules generally accepted by industry.

 

3.1 Shall be subject to regulatory oversight of the Board, in representation of the COMPANY and take overall responsibility for the operational management and financial management of the COMPANY, to ensure the safety of operation, effective management and the preservation and appreciation of assets.

 

3.2 Shall be strictly compliance with laws, regulations and financial and accounting system, drafting plans on the establishment of the COMPANY’s internal management departments and basic management system of the COMPANY.

 

3.3 Unless agreed by the Board, shall not make change to the legal representative, company name, business scope of the company.

 

3.4 Unless agreed by the Board, shall not dispose the property of the COMPANY, including but not limited to transfer, selling off, mortgaging, pledge, leasing or giving out.

 

3.5 If the COMPANY needs to ask for a loan, consent of the Board shall be made.

 

3.6 Shall not provide external guarantee in the name of the COMPANY.

 

3.7 Shall regularly submit factual financial reports to the Board.

 

3.8 Deciding on the hiring or dismissing of the persons-in-charge other than those who shall be decided by the Board.

 

3.9 Performing other responsibility granted by the articles of association or the Board.

 

4. CONSIDERATION

 

4.1 Service Awards

 

In consideration of the provision of services, COMPANY to pay EXECUTIVE, as compensation;

 

The gross amount of RMB 800,0000 annually (the “Base Salary”) calculated at the rate of twelve (12) equal monthly installments consecutively of RMB 66,666 each.

 

  2  

 

 

4.2 Expenditure incurred

 

COMPANY will reimburse EXECUTIVE all reasonable expenses incurred in connection with this Contract, upon presentation of appropriate documentation. The date of reimburse EXECUTIVE shall be the 20 th of each month.

 

4.3 Bonus

 

Executive will be eligible to receive an annual bonus with a target payout up to 150% of the Base Salary (the “Target Bonus”), subject to achieving Company and individual performance goals established by the Compensation Committee in consultation with the Executive. The Compensation Committee shall have the sole discretion to determine whether Executive is entitled to any such bonus and to determine the amount of any such bonus. Such bonus will be pro-rated for partial year of service.

   

5. Commitment to confidentiality and nondisclosure

 

EXECUTIVE recognizes that certain disclosures to be provided by COMPANY have or may have considerable strategic importance, and therefore represent trade secrets for purposes of this Contract. During the term of this Contract and for a period of 36 months following the end of it, EXECUTIVE is committed to COMPANY to:

 

a) keep confidential and not disclose the information;

 

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

 

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

 

6. Exclusivity of service provider

 

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

 

7. Termination of Contract

 

Either party may terminate this Contract at any time, upon presentation of a sixty (60) days notice given to the other party.

 

8. GENERAL PROVISIONS

 

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

 

8.1 Force Majeure

 

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

 

  3  

 

 

8.2 Severability

 

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

 

8.3 Notices

 

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

 

8.4 No Waiver

 

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

 

8.5 Contract Amendment

 

This Contract may be amended only by a writing signed by all Parties.

 

9. Applicable Laws and Election of domicile

 

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

 

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

 

10. Currencies

 

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

 

11. Effectiveness and Copies

 

This Contract will come into force upon signature and seal by both Parties. This Contract is made in duplicate and both are of equally binding force. The COMPANY and the EXECUTIVE each holds one copy.

 

IN THE CITY OF BEIJING, CHINA, 

 

Beijing REIT Technology Development Co.,  Ltd.
(seal)  
   
   
/s/ Hengfang Li  

  

  4  

 

Exhibit 10.2

 

Employment Contract –Guangfeng Dai

 

BETWEEN:    Beijing REIT Technology Development Co., Ltd , a company legally incorporated under the laws of People’s Republic of China, having a mailing address at Room 1611, No.1 Building, No.208, Second Block, Lize Zhongyuan, Wangjing Xinxing Industrial Area, Chaoyang District, Beijing City, acting and represented herein by Mr. Li Hengfang, Legal Representative , declaring duly authorized, (hereinafter called the “COMPANY”)

 

AND:     Mr. Guangfeng Dai , (hereinafter called the “EXECUTIVE”)

 

(COMPANY and EXECUTIVE hereinafter collectively called “Parties”)

 

WHEREAS:

 

COMPANY requires the services of EXECUTIVE as Chief Operating Officer (COO);

 

EXECUTIVE agreed to provide COMPANY his full-time services as COO;

 

the Parties wish to confirm their agreement in writing;

 

the Parties have the capacity and quality of exercise all the rights necessary for the conclusion and implementation of the agreement found in this Contract;

 

THEREFORE THE FOREGOING, THE PARTIES AGREE AS FOLLOWS:

 

1. Employment

 

EXECUTIVE agrees to assume full-time for COMPANY (minimum of forty (40) hours per week) the role of COO during the entire duration of the Contract;

 

2. Term

 

This Contract is for an initial term of 36 months, namely from October 1, 2018 to September 30, 2021 , renewable for an additional period of 24 months unless either party terminates it in writing at least sixty (60) days before the expiration of the initial term;

 

  1  

 

 

3. Responsibilities

 

EXECUTIVE agrees and undertakes to COMPANY to the following: The services must be made full time in a professional manner, according to the rules generally accepted by industry.

 

3.1 Reporting to the CEO and the Board of Directors, the Chief Operating Officer should be responsible for supporting the CEO in developing, executing and managing the COMPANY’s business plan with a particular emphasis on operational and sales performance.

 

3.2 Responsible for planning and organizing internal company operations and supporting the CEO in maintaining a healthy corporate culture.

 

3.3 Develop, establish, and direct execution of operating policies and procedures to support overall company policies and objectives.

 

3.4 Manage the COMPANY’s revenue and expense goals, day-to-day operations and the continued development and advancement of staff.

 

3.5 Ensure quality control of all COMANY output, refine and enforce the COMPANY’s high standard for customer service.

 

3.6 Ensure the smooth functioning of all the processes in the COMPANY.

 

3.7 Make strategize with the management regarding future plans and profits of the COMPANY.

 

4. CONSIDERATION

 

4.1 Service Awards

 

In consideration of the provision of services, COMPANY to pay EXECUTIVE, as compensation;

 

The gross amount of RMB 750,000 annually (the “Base Salary”) calculated at the rate of twelve (12) equal monthly installments consecutively of RMB 62,500 each.

 

4.2 Expenditure incurred

 

COMPANY will reimburse EXECUTIVE all reasonable expenses incurred in connection with this Contract, upon presentation of appropriate documentation. The date of reimburse EXECUTIVE shall be the 20 th of each month.

 

4.3 Bonus

 

Executive will be eligible to receive an annual bonus with a target payout up to 150% of the Base Salary (the “Target Bonus”), subject to achieving Company and individual performance goals established by the Compensation Committee in consultation with the Executive. The Compensation Committee shall have the sole discretion to determine whether Executive is entitled to any such bonus and to determine the amount of any such bonus. Such bonus will be pro-rated for partial year of service.

 

  2  

 

 

5. Commitment to confidentiality and nondisclosure

 

EXECUTIVE recognizes that certain disclosures to be provided by COMPANY have or may have considerable strategic importance, and therefore represent trade secrets for purposes of this Contract. During the term of this Contract and for a period of 36 months following the end of it, EXECUTIVE is committed to COMPANY to:

 

a) keep confidential and not disclose the information;

 

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

 

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

 

6. Exclusivity of service provider

 

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

 

7. Termination of Contract

 

Either party may terminate this Contract at any time, upon presentation of a sixty (60) days notice given to the other party.

 

8. GENERAL PROVISIONS

 

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

 

8.1 Force Majeure

 

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

 

8.2 Severability

 

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

 

  3  

 

 

8.3 Notices

 

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

 

8.4 No Waiver

 

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

 

8.5 Contract Amendment

 

This Contract may be amended only by a writing signed by all Parties.

 

9. Applicable Laws and Election of domicile

 

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

 

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

 

10. Currencies

 

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

 

11. Effectiveness and Copies

 

This Contract will come into force upon signature and seal by both Parties. This Contract is made in duplicate and both are of equally binding force. The COMPANY and the EXECUTIVE each holds one copy.

 

IN THE CITY OF BEIJING, CHINA, 

 

Beijing REIT Technology Development Co., Ltd.
(seal)  
   
   
/s/ Guangfeng Dai  
Guangfeng Dai  

  

  4  

 

Exhibit 10.3

 

Employment Contract –Zhizhong Hu

 

BETWEEN:    Beijing REIT Technology Development Co., Ltd , a company legally incorporated under the laws of People’s Republic of China, having a mailing address at Room 1611, No.1 Building, No.208, Second Block, Lize Zhongyuan, Wangjing Xinxing Industrial Area, Chaoyang District, Beijing City, acting and represented herein by Mr. Li Hengfang, Legal Representative , declaring duly authorized, (hereinafter called the “COMPANY”)

 

AND:     Mr. Zhizhong Hu , (hereinafter called the “EXECUTIVE

 

(COMPANY and EXECUTIVE hereinafter collectively called “Parties”)

 

WHEREAS:

 

COMPANY requires the services of EXECUTIVE as Chief Technology Officer (CTO);

 

EXECUTIVE agreed to provide COMPANY his full-time services as CTO;

 

the Parties wish to confirm their agreement in writing;

 

the Parties have the capacity and quality of exercise all the rights necessary for the conclusion and implementation of the agreement found in this Contract;

 

THEREFORE THE FOREGOING, THE PARTIES AGREE AS FOLLOWS:

 

1. Employment

 

EXECUTIVE agrees to assume full-time for COMPANY (minimum of forty (40) hours per week) the role of CTO during the entire duration of the Contract;

 

2. Term

 

This Contract is for an initial term of 36 months, namely from October 1, 2018 to September 30, 2021 , renewable for an additional period of 24 months unless either party terminates it in writing at least sixty (60) days before the expiration of the initial term;

 

  1  

 

 

3. Responsibilities

 

EXECUTIVE agrees and undertakes to COMPANY to the following: The services must be made full time in a professional manner, according to the rules generally accepted by industry.

3.1 Creating overall technology standards and practices and ensuring adherence.

 

3.2 Building and managing the COMPANY’s technology team.

 

3.3 Managing data systems implementation and monitoring their effectiveness in meeting business goals.

 

3.4 Collaborate with the appropriate departments to assess and recommend technologies in support of COMPANY needs.

3.5 Work with the CEO and other executives to develop a technical strategy for the COMPANY, involving goal-setting, discussing options and analyzing risks, ensuring the technical strategy align with the COMPANY’s overall business objectives.

 

3.6 Keeps an eye out for new technological developments that can help the COMPANY improve efficiency and customer satisfaction.

 

4. CONSIDERATION

 

4.1 Service Awards

 

In consideration of the provision of services, COMPANY to pay EXECUTIVE, as compensation;

 

The gross amount of RMB 700,000 annually (the “Base Salary”) calculated at the rate of twelve (12) equal monthly installments consecutively of RMB 58,333 each.

 

4.2 Expenditure incurred

 

COMPANY will reimburse EXECUTIVE all reasonable expenses incurred in connection with this Contract, upon presentation of appropriate documentation. The date of reimburse EXECUTIVE shall be the 20 th of each month.

 

4.3 Bonus

 

Executive will be eligible to receive an annual bonus with a target payout up to 150% of the Base Salary (the “Target Bonus”), subject to achieving Company and individual performance goals established by the Compensation Committee in consultation with the Executive. The Compensation Committee shall have the sole discretion to determine whether Executive is entitled to any such bonus and to determine the amount of any such bonus. Such bonus will be pro-rated for partial year of service.

 

  2  

 

 

5. Commitment to confidentiality and nondisclosure

 

EXECUTIVE recognizes that certain disclosures to be provided by COMPANY have or may have considerable strategic importance, and therefore represent trade secrets for purposes of this Contract. During the term of this Contract and for a period of 36 months following the end of it, EXECUTIVE is committed to COMPANY to:

 

a) keep confidential and not disclose the information;

 

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

 

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

 

6. Exclusivity of service provider

 

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

 

7. Termination of Contract

 

Either party may terminate this Contract at any time, upon presentation of a sixty (60) days notice given to the other party.

 

8. GENERAL PROVISIONS

 

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

 

8.1 Force Majeure

 

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

 

8.2 Severability

 

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

 

  3  

 

 

8.3 Notices

 

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

 

8.4 No Waiver

 

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

 

8.5 Contract Amendment

 

This Contract may be amended only by a writing signed by all Parties.

 

9. Applicable Laws and Election of domicile

 

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

 

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

 

10. Currencies

 

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

 

11. Effectiveness and Copies

 

This Contract will come into force upon signature and seal by both Parties. This Contract is made in duplicate and both are of equally binding force. The COMPANY and the EXECUTIVE each holds one copy.

 

IN THE CITY OF BEIJING, CHINA, 

 

Beijing REIT Technology Development Co., Ltd  
(seal)  
   
   
/s/ Zhizhong Hu  
Zhizhong Hu  

 

 

  4  

Exhibit 10.4

 

Employment Contract – Yuxia Jia

 

BETWEEN:    Beijing REIT Technology Development Co., Ltd , a company legally incorporated under the laws of People’s Republic of China, having a mailing address at Room 1611, No.1 Building, No.208, Second Block, Lize Zhongyuan, Wangjing Xinxing Industrial Area, Chaoyang District, Beijing City, acting and represented herein by Mr. Li Hengfang, Legal Representative , declaring duly authorized, (hereinafter called the “COMPANY”)

 

AND:    Mr. Yuxia Jia , (hereinafter called the “EXECUTIVE”)

 

(COMPANY and EXECUTIVE hereinafter collectively called “Parties”)

 

WHEREAS:

 

COMPANY requires the services of EXECUTIVE as Chief Financial Officer (CFO);

 

EXECUTIVE agreed to provide COMPANY his full-time services as CFO;

 

the Parties wish to confirm their agreement in writing;

 

the Parties have the capacity and quality of exercise all the rights necessary for the conclusion and implementation of the agreement found in this Contract;

 

THEREFORE THE FOREGOING, THE PARTIES AGREE AS FOLLOWS:

 

1. Employment

 

EXECUTIVE agrees to assume full-time for COMPANY (minimum of forty (40) hours per week) the role of CFO during the entire duration of the Contract;

 

2. Term

 

This Contract is for an initial term of 36 months, namely from October 1, 2018 to September 30, 2021 , renewable for an additional period of 24 months unless either party terminates it in writing at least sixty (60) days before the expiration of the initial term;

 

  1  

 

 

3. Responsibilities

 

EXECUTIVE agrees and undertakes to COMPANY to the following: The services must be made full time in a professional manner, according to the rules generally accepted by industry.

 

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

 

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

 

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

 

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

 

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

 

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

 

4. CONSIDERATION

 

4.1 Service Awards

 

In consideration of the provision of services, COMPANY to pay EXECUTIVE, as compensation;

 

The gross amount of RMB 250,000 annually (the “Base Salary”) calculated at the rate of twelve (12) equal monthly installments consecutively of RMB 20,833 each.

 

4.2 Expenditure incurred

 

COMPANY will reimburse EXECUTIVE all reasonable expenses incurred in connection with this Contract, upon presentation of appropriate documentation. The date of reimburse EXECUTIVE shall be the 20 th of each month.

 

4.3 Bonus

 

Executive will be eligible to receive an annual bonus with a target payout up to 150% of the Base Salary (the “Target Bonus”), subject to achieving Company and individual performance goals established by the Compensation Committee in consultation with the Executive. The Compensation Committee shall have the sole discretion to determine whether Executive is entitled to any such bonus and to determine the amount of any such bonus. Such bonus will be pro-rated for partial year of service.

 

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5. Commitment to confidentiality and nondisclosure

 

EXECUTIVE recognizes that certain disclosures to be provided by COMPANY have or may have considerable strategic importance, and therefore represent trade secrets for purposes of this Contract. During the term of this Contract and for a period of 36 months following the end of it, EXECUTIVE is committed to COMPANY to:

 

a) keep confidential and not disclose the information;

 

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

 

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

 

6. Exclusivity of service provider

 

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

 

7. Termination of Contract

 

Either party may terminate this Contract at any time, upon presentation of a sixty (60) days notice given to the other party.

 

8. GENERAL PROVISIONS

 

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

 

8.1 Force Majeure

 

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

 

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8.2 Severability

 

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

 

8.3 Notices

 

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

 

8.4 No Waiver

 

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

 

8.5 Contract Amendment

 

This Contract may be amended only by a writing signed by all Parties.

 

9. Applicable Laws and Election of domicile

 

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

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

 

10. Currencies

 

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

 

11. Effectiveness and Copies

 

This Contract will come into force upon signature and seal by both Parties. This Contract is made in duplicate and both are of equally binding force. The COMPANY and the EXECUTIVE each holds one copy.

  

IN THE CITY OF BEIJING CITY, CHINA, 

 

Beijing REIT Technology Development Co.,  Ltd.
(seal)  
   
   
/s/ Yuxia Jia  
Yuxia Jia  

 

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