CONTRACT

The engaging party:        The Institute of                    , Chinese Academy of Sciences
The engaged party:   Dr.

1.The Institute of ______________, Chinese Academy of Sciences, (Hereinafter referred to as Party A) wishes to engage the service of Dr. ____________ (Hereinafter referred as Party B) as a Visiting Scholar for one year. The two parties, in a spirit of friendly cooperation, agree to sign this contract and pledge to fulfill conscientiously all the obligations stipulated in it.
2.The period of service will be from _____________ to ______________.
3.The temporary title of the engaged party is Visiting Scholar . Part B is required to be disciplined to the related regulation of Part A during the contract period.
4.The duties of Party B are ___________________________________________ _________________________________________________________________________________________________________________. ( more details refer to the attached pages)
5.Part B chooses Mr./Ms. _______________ as his/her co-researcher, and is required carry out the co-research actively.
6.Party B’s monthly stipend will be ￥_______ yuan RMB. There will be additional￥_______ yuan RMB per month for accommodation and￥_______ yuan RMB per month for the medical and social insurances. ( more details refer to the attached pages)
7.Party A’s Obligations
a)Party A shall introduce to Party B the laws, decrees and relevant regulations enacted by the Chinese government, the Party A’ work system and regulations concerning administration of foreign experts.
b)Party A shall conduct direction, supervision and evaluation of Party B’s work.
c)Party A shall provide Party B with necessary working and living conditions.
d)Party A shall pay Party B’s salary regularly by the month.
8.Party B’s Obligations:
a)Party B shall observe the laws, decrees and relevant regulations enacted by the Chinese government and shall not interfere in China’s internal affairs.
b)Party B shall observe Party A’s work system and regulations concerning administration of foreign experts and shall accept Party A’s arrangement, direction, supervision and evaluation in regard to his/her work. Without Party A’s written consent, Party B shall not render service elsewhere or hold concurrently any post unrelated to the work agreed on with Party A.
c)Party B shall complete the tasks agreed on schedule and guarantee the quality of work.
d)Party B shall respect China’s religious policy, and shall not conduct religious activities incompatible with the status of an expert.
e)Party B shall observe China’s security stipulations about the relevant technology and research, and shall not conduct any activities incompatible with the status of an expert.
f)Party B shall respect the Chinese people’s moral standards and customs.
9.The right of production, including the copyright of paper, patents etc. based upon the contract work belongs to Party A. Party B is entitled to the reward policy or publication in place at Party A. Publication in refereed journals is highly encouraged. Part B should acknowledge the Fellowship as follows: “supported by the CAS Research Fellowship for International Young Researchers “( more details refer to the attached agreement on the right of production)
10.Party B will enjoy the official holidays in China during the contract period. In addition, Part B will be entitled to holidays not exceeding 5 days, based on his/her domestic country’s custom.
11.Written application is prerequisite for absence from duty, for sick absence the application shall be presented with proof from hospital. Payment during sickness absence within 10 days is issued at normal rate. If the Party B is unable to continue the employment due to health problem, the contract can be terminated on basis of negotiation on merits of each case.
12.Revision, Cancellation and Termination of the Contract:
a)Both parties should abide by the contract and should refrain from revising, canceling, or terminating the contract without mutual consent.
b)The contract can be revised, canceled, or terminated with mutual consent. Before both parties have reached an agreement, the contract should be strictly observed.
c)Party A has the right to cancel the contract with a written notice to Party B under the following conditions:
i.Party B does not fulfill the contract or does not fulfill the contract obligations according to the terms stipulated, and has failed to amend after Party A has pointed it out.
ii.According to the doctor’s diagnosis, Party B cannot resume normal work after a continued 30-day sick leave.
d)Party B has the right to cancel the contract with a written notice to Party A under the following conditions:
i.Party A has not provided Party B with necessary working and living conditions as stipulated in the contract.
ii.Party A has not paid Party B as scheduled.
13.Breach Penalty: When either of the two parties fails to fulfill the contract or fails to fulfill the contract obligations according to the terms stipulated, that is, breaks the contract, it must pay a breach penalty of US$_________________ (or the equivalent in RMB￥____________).If Party B asks to cancel the contract due to events beyond control, it should produce certifications by the department concerned, obtain Party A’s consent, and pay its own return expenses; If Party B cancels the contract without valid reason, it should pay its own return expenses and pay breach penalty to Party A. If Party A asks to cancel the contract due to events beyond control, with the consent of Party B, it should pay Party B’s return expenses; if Party A cancels the contract without valid reason, it should pay Party B’s return expenses and pay a breach penalty to Party B.
14.The appendixes of this contract _________________________________________________ _____________________________________________________________________________________________________are inseparable parts of the contract and have equal effect.
15.This contract takes effect on the date signed by both parties and will automatically expire when the contract ends. Party A shall pay half-month salary to Party B as an allowance. If either of the two parties asks for a new contract, it should forward its request to another party 90 days prior to the expiration of the contract, and sign the new contract with mutual consent. Party B shall bear all expenses incurred when staying on after the contract expires.
16.The two parties shall consult with each other and mediate any disputes which may arise about the contract. If all attempts fail, the two parties can appeal for legal procedure.
17.This Contract is signed at_____________, ___(day) of __(month), 200_(year) in the Chinese and English languages in duplicate, both texts being equally authentic.
18.CAS has the sole right to interpret the Contract.

Party A：Prof.                The Engaged Party：Dr.
Institute of,
Chinese Academy of Sciences   I’ve read the contract and agree with all terms.
(Address of the Party B)

Signed：Signed：

Date：Date：

合同编号(Contract No.): _______________

签订日期(Date) :＿＿＿＿＿＿＿＿＿＿_

签订地点(Signed at) :＿＿＿＿＿＿＿____

买方：＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿

The Buyer:＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿

地址： ＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿

Address: ＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿

电话(Tel):___＿＿＿＿＿＿＿＿ 传真(Fax):＿＿＿＿＿＿＿＿＿＿

电子邮箱(E-mail):＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿

卖方：＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿

The Seller:＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿

地址：＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿

Address: ＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿_＿

电话(Tel):_＿＿＿＿＿＿＿＿ 传真(Fax):＿＿＿＿＿＿＿＿＿＿＿

电子邮箱(E-mail):＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿＿

买卖双方同意按照下列条款签订本合同：

The Seller and the Buyer agree to conclude this Contract subject to the terms and conditions stated below:

1. 货物名称、规格和质量（Name, Specifications and Quality of Commodity）：

2. 数量（Quantity）：

允许＿＿＿＿的溢短装（＿＿＿% more or less allowed）

3. 单价（Unit Price）：

4. 总值（Total Amount）：

5. 交货条件(Terms of Delivery) FOB/CFR/CIF＿＿＿＿＿＿＿

6. 原产地国与制造商 (Country of Origin and Manufacturers):

7. 包装及标准（Packing）：

货物应具有防潮、防锈蚀、防震并适合于远洋运输的包装，由于货物包装不良而造成的货物残损、灭失应由卖方负责。卖方应在每个包装箱上用不褪色的颜色标明尺码、包装箱号码、毛重、净重及“此端向上”、“防潮”、“小心轻放”等标记。

The packing of the goods shall be preventive from dampness, rust, moisture, erosion and shock, and shall be suitable for ocean transportation/ multiple transportation. The Seller shall be liable for any damage and loss of the goods attributable to the inadequate or improper packing. The measurement, gross weight, net weight and the cautions such as “Do not stack up side down”, “Keep away from moisture”, “Handle with care” shall be stenciled on the surface of each package with fadeless pigment.

8. 唛头（Shipping Marks）：

9. 装运期限（Time of Shipment）：

10. 装运口岸（Port of Loading）：

11. 目的口岸（Port of Destination）：

12. 保险（Insurance）：

由＿＿＿＿按发票金额110%投保＿＿＿＿＿险和＿＿＿＿＿附加险。

Insurance shall be covered by the ________ for 110% of the invoice value against _______ Risks and __________ Additional Risks.

13. 付款条件（Terms of Payment）：

(1) 信用证方式：买方应在装运期前/合同生效后＿＿日，开出以卖方为受益人的不可撤销的议付信用证，信用证在装船完毕后＿＿日内到期。

Letter of Credit: The Buyer shall, ______ days prior to the time of shipment /after this Contract comes into effect, open an irrevocable Letter of Credit in favor of the Seller. The Letter of Credit shall expire ____ days after the completion of loading of the shipment as stipulated.

(2) 付款交单：货物发运后，卖方出具以买方为付款人的付款跟单汇票，按即期付款交单（D/P）方式，通过卖方银行及＿＿＿＿＿银行向买方转交单证，换取货物。

Documents against payment: After shipment, the Seller shall draw a sight bill of exchange on the Buyer and deliver the documents through Sellers bank and ______ Bank to the Buyer against payment, i.e D/P. The Buyer shall effect the payment immediately upon the first presentation of the bill(s) of exchange.

(3) 承兑交单：货物发运后，卖方出具以买方为付款人的付款跟单汇票，付款期限为＿＿＿＿后＿＿日，按即期承兑交单(D/A＿＿日)方式，通过卖方银行及＿＿＿＿＿＿银行，经买方承兑后，向买方转交单证，买方在汇票期限到期时支付货款。

Documents against Acceptance: After shipment, the Seller shall draw a sight bill of exchange, payable_____ days after the Buyers delivers the document through Seller’s bank and _________Bank to the Buyer against acceptance (D/A ___ days). The Buyer shall make the payment on date of the bill of exchange.

(4) 货到付款：买方在收到货物后＿＿天内将全部货款支付卖方（不适用于FOB、CRF、CIF术语）。

Cash on delivery (COD): The Buyer shall pay to the Seller total amount within ______ days after the receipt of the goods (This clause is not applied to the Terms of FOB, CFR, CIF).

14. 单据（Documents Required）：

卖方应将下列单据提交银行议付/托收：

The Seller shall present the following documents required to the bank for negotiation/collection:

(1) 标明通知收货人/受货代理人的全套清洁的、已装船的、空白抬头、空白背书并注明运费已付/到付的海运/联运/陆运提单。

Full set of clean on board Ocean/Combined Transportation/Land Bills of Lading and blank endorsed marked freight prepaid/ to collect;

(2) 标有合同编号、信用证号（信用证支付条件下）及装运唛头的商业发票一式＿＿份；

Signed commercial invoice in ______copies indicating Contract No., L/C No. (Terms of L/C) and shipping marks;

(3) 由＿＿＿＿＿＿出具的装箱或重量单一式＿＿份；

Packing list/weight memo in ______ copies issued by＿＿；

(4) 由＿＿＿＿＿＿出具的质量证明书一式＿＿份；

Certificate of Quality in _______ copies issued by＿＿＿＿；

(5) 由＿＿＿＿＿＿出具的数量证明书一式＿＿份；

Certificate of Quantity in ___ copies issued by＿＿＿＿；

(6) 保险单正本一式＿＿份(CIF 交货条件)；

Insurance policy/certificate in ___ copies (Terms of CIF)；

(7)＿＿＿＿签发的产地证一式＿＿份；

Certificate of Origin in ___ copies issued by＿＿＿＿；

(8) 装运通知(Shipping advice): 卖方应在交运后_____小时内以特快专递方式邮寄给买方上述第＿＿项单据副本一式一套。

The Seller shall, within ____ hours after shipment effected, send by courier each copy of the above-mentioned documents No. ＿＿.

15. 装运条款（Terms of Shipment）：

(1) FOB交货方式

卖方应在合同规定的装运日期前30天，以＿＿＿＿方式通知买方合同号、品名、数量、金额、包装件、毛重、尺码及装运港可装日期，以便买方安排租船/订舱。装运船只按期到达装运港后，如卖方不能按时装船，发生的空船费或滞期费由卖方负担。在货物越过船弦并脱离吊钩以前一切费用和风险由卖方负担。

The Seller shall, 30 days before the shipment date specified in the Contract, advise the Buyer by _______ of the Contract No., commodity, quantity, amount, packages, gross weight, measurement, and the date of shipment in order that the Buyer can charter a vessel/book shipping space. In the event of the Seller’s failure to effect loading when the vessel arrives duly at the loading port, all expenses including dead freight and/or demurrage charges thus incurred shall be for the Seller’s account.

(2) CIF或CFR交货方式

卖方须按时在装运期限内将货物由装运港装船至目的港。在CFR术语下，卖方应在装船前2天以＿＿＿＿方式通知买方合同号、品名、发票价值及开船日期，以便买方安排保险。

The Seller shall ship the goods duly within the shipping duration from the port of loading to the port of destination. Under CFR terms, the Seller shall advise the Buyer by _________ of the Contract No., commodity, invoice value and the date of dispatch two days before the shipment for the Buyer to arrange insurance in time.

16. 装运通知（Shipping Advice）：

一俟装载完毕，卖方应在＿＿小时内以＿＿＿＿方式通知买方合同编号、品名、已发运数量、发票总金额、毛重、船名/车/机号及启程日期等。

The Seller shall, immediately upon the completion of the loading of the goods, advise the Buyer of the Contract No., names of commodity, loading quantity, invoice values, gross weight, name of vessel and shipment date by _________ within ________hours.

17. 质量保证（Quality Guarantee）：

货物品质规格必须符合本合同及质量保证书之规定，品质保证期为货到目的港＿＿个月内。在保证期限内，因制造厂商在设计制造过程中的缺陷造成的货物损害应由卖方负责赔偿。

The Seller shall guarantee that the commodity must be in conformity with the quatity, specifications and quantity specified in this Contract and Letter of Quality Guarantee. The guarantee period shall be ______ months after the arrival of the goods at the port of destination, and during the period the Seller shall be responsible for the damage due to the defects in designing and manufacturing of the manufacturer.

18. 检验（Inspection） （以下两项任选一项）：

（1）卖方须在装运前＿＿日委托＿＿＿＿＿＿检验机构对本合同之货物进行检验并出具检验证书，货到目的港后，由买方委托＿＿＿＿＿＿＿＿检验机构进行检验。

The Seller shall have the goods inspected by ______ days before the shipment and have the Inspection Certificate issued by____. The Buyer may have the goods reinspected by ________ after the goods誥rrival at the destination.

(2) 发货前，制造厂应对货物的质量、规格、性能和数量/重量作精密全面的检验，出具检验证明书，并说明检验的技术数据和结论。货到目的港后，买方将申请中国商品检验局(以下简称商检局)对货物的规格和数量/重量进行检验，如发现货物残损或规格、数量与合同规定不符，除保险公司或轮船公司的责任外，买方得在货物到达目的港后＿＿日内凭商检局出具的检验证书向卖方索赔或拒收该货。在保证期内，如货物由于设计或制造上的缺陷而发生损坏或品质和性能与合同规定不符时，买方将委托中国商检局进行检验。

The manufacturers shall, before delivery, make a precise and comprehensive inspection of the goods with regard to its quality, specifications, performance and quantity/weight, and issue inspection certificates certifying the technical data and conclusion of the inspection. After arrival of the goods at the port of destination, the Buyer shall apply to China Commodity Inspection Bureau (hereinafter referred to as CCIB) for a further inspection as to the specifications and quantity/weight of the goods. If damages of the goods are found, or the specifications and/or quantity are not in conformity with the stipulations in this Contract, except when the responsibilities lies with Insurance Company or Shipping Company, the Buyer shall, within _____ days after arrival of the goods at the port of destination, claim against the Seller, or reject the goods according to the inspection certificate issued by CCIB. In case of damage of the goods incurred due to the design or manufacture defects and/or in case the quality and performance are not in conformity with the Contract, the Buyer shall, during the guarantee period, request CCIB to make a survey.

19. 索赔（Claim）：

买方凭其委托的检验机构出具的检验证明书向卖方提出索赔（包括换货），由此引起的全部费用应由卖方负担。若卖方收到上述索赔后______天未予答复，则认为卖方已接受买方索赔。

The buyer shall make a claim against the Seller (including replacement of the goods) by the further inspection certificate and all the expenses incurred therefrom shall be borne by the Seller. The claims mentioned above shall be regarded as being accepted if the Seller fail to reply within ______days after the Seller received the Buyer’s claim.

20. 迟交货与罚款（Late delivery and Penalty）:

除合同第21条不可抗力原因外，如卖方不能按合同规定的时间交货，买方应同意在卖方支付罚款的条件下延期交货。罚款可由议付银行在议付货款时扣除，罚款率按每＿＿天收＿＿%，不足＿＿天时以＿＿天计算。但罚款不得超过迟交货物总价的____%。如卖方延期交货超过合同规定＿＿天时，买方有权撤销合同，此时，卖方仍应不迟延地按上述规定向买方支付罚款。

买方有权对因此遭受的其它损失向卖方提出索赔。

Should the Seller fail to make delivery on time as stipulated in the Contract, with the exception of Force Majeure causes specified in Clause 21 of this Contract, the Buyer shall agree to postpone the delivery on the condition that the Seller agree to pay a penalty which shall be deducted by the paying bank from the payment under negotiation. The rate of penalty is charged at______% for every ______ days, odd days less than _____days should be counted as ______ days. But the penalty, however, shall not exceed_______% of the total value of the goods involved in the delayed delivery. In case the Seller fail to make delivery ______ days later than the time of shipment stipulated in the Contract, the Buyer shall have the right to cancel the Contract and the Seller, in spite of the cancellation, shall nevertheless pay the aforesaid penalty to the Buyer without delay.

The buyer shall have the right to lodge a claim against the Seller for the losses sustained if any.

21. 不可抗力（Force Majeure）：

凡在制造或装船运输过程中，因不可抗力致使卖方不能或推迟交货时，卖方不负责任。在发生上述情况时，卖方应立即通知买方，并在＿＿天内，给买方特快专递一份由当地民间商会签发的事故证明书。在此情况下，卖方仍有责任采取一切必要措施加快交货。如事故延续＿＿天以上，买方有权撤销合同。

The Seller shall not be responsible for the delay of shipment or non-delivery of the goods due to Force Majeure, which might occur during the process of manufacturing or in the course of loading or transit. The Seller shall advise the Buyer immediately of the occurrence mentioned above and within_____ days thereafter the Seller shall send a notice by courier to the Buyer for their acceptance of a certificate of the accident issued by the local chamber of commerce under whose jurisdiction the accident occurs as evidence thereof. Under such circumstances the Seller, however, are still under the obligation to take all necessary measures to hasten the delivery of the goods. In case the accident lasts for more than _____ days the Buyer shall have the right to cancel the Contract.

22. 争议的解决 (Arbitration):

凡因本合同引起的或与本合同有关的任何争议应协商解决。若协商不成，应提交中国国际经济贸易仲裁委员会深圳分会，按照申请仲裁时该会现行有效的仲裁规则进行仲裁。仲裁裁决是终局的，对双方均有约束力。

Any dispute arising from or in connection with the Contract shall be settled through friendly negotiation. In case no settlement is reached, the dispute shall be submitted to China International Economic and Trade Arbitration Commission (CIETAC),Shenzhen Commission for arbitration in accordance with its rules in effect at the time of applying for arbitration. The arbitral award is final and binding upon both parties.

23. 通知（Notices):

所有通知用＿＿＿＿文写成，并按照如下地址用传真/电子邮件/快件送达给各方。如果地址有变更，一方应在变更后＿＿日内书面通知另一方。

All notice shall be written in _____ and served to both parties by fax/courier according to the following addresses. If any changes of the addresses occur, one party shall inform the other party of the change of address within ____days after the change.

24. 本合同使用的FOB、CFR、CIF术语系根据国际商会《2000年国际贸易 术语解释通则》。

The terms FOB、CFR、CIF in the Contract are based on INCOTERMS 2000 of the International Chamber of Commerce.

25. 附加条款 (Additional clause)：

本合同上述条款与本附加条款抵触时，以本附加条款为准。

Conflicts between Contract clause hereabove and this additional clause, if any, it is subject to this additional clause.

26. 本合同用中英文两种文字写成，两种文字具有同等效力。本合同共＿＿ 份，自双方代表签字（盖章）之日起生效。

This Contract is executed in two counterparts each in Chinese and English, each of which shall deemed equally authentic. This Contract is in ______ copies, effective since being signed/sealed by both parties.

买方代表（签字）：

Representative of the Buyer

(Authorized signature):

卖方代表（签字）：

Representative of the Seller

(Authorized signature):

(Xi’an, September 5th， 2001)

Distinguished guests,

Ladies and gentlemen,

In the golden autumn, I am very happy to welcome the distinguished guests
to China West Forum 2001 in the ancient capital Xi’an, an age-old and mysterious
city full of dynamism of the modern era. Taking this opportunity, I would
like to brief you on the new opportunities for foreign investment in the
west after China joins the WTO. I hope that foreign businesspeople could
take part in the development of western regions more actively to advance
the economic and social development of the vast western areas.

Ladies and gentlemen,

China has gone through a journey of 15 years in order to first resume the
contracting party status in GATT and later to enter the WTO. The twists
and turns over the past 15 years have been deeply embedded in the minds
of the Chinese people and witnessed by each and every foreign friend who
cares for and supports China’s cause of modernization. However, it is a
comfort to see that China’s accession to the WTO has been noticeably accelerated
with the concerted efforts of various relevant parties over recent years.

In May and June this year, China held consultations and reached comprehensive
consensus with US and EU on the outstanding issues in the multilateral
negotiation of China’s WTO accession. In early and mid July, the WTO held
the 16th and 17th sessions of the China Working Party Meeting, at which
the substantive negotiation on China’s WTO entry was concluded with the
drafting of the Protocol, Working Party Report and other multilateral legal
documents regarding China’s WTO accession completed. I believe at the 18th
Working Party Meeting to be convened in September, all the legal documents
on China’s accession will be eventually adopted and submitted to the WTO
General Council for review, thus wrapping up the historic mission of the
WTO Working Party on China. Hard endeavor of 15 years is about to turn
China’s entry to the WTO into a reality.

Ladies and gentlemen,

FDI absorption constitutes an important component of China’s basic state
policy of reform and opening up. As the reform and opening up going into
depth over the past two decades and more, China has been constantly improving
its FDI utilization in terms of scale and quality. As of the end of July
2001, China had cumulatively approved 378,000 foreign funded enterprises
with a contractual value of USD 717.01 billion, of which USD 372.83 billion
had been actually paid in.

China has maintained a good momentum in its FDI attraction since this year.
January through July, 14,000 foreign-invested enterprises were approved
to establish, 18.2% higher than the corresponding period of last year,
the contractual value of foreign investment grew by 45.8% to USD 40.29
billion and the actually utilized value climbed by 21.7% to USD 24.21 billion.

While the FDI absorption of the eastern areas is growing at a rapid speed,
the western regions have also made obvious headway in its FDI attraction.
Up to the end of June 2001, the project number, contractual value and actually
utilized value of FDI in the west accounted for 7.3%, 6% and 5.3% of the
national total. In the first 6 months of this year, 742 new foreign invested
enterprises were set up in the western regions with the contractual value
amounting to USD 1.91 billion and actually utilized value, USD 710 million.

Joining the WTO is an inherent requirement of China’s development of its
socialist market economy which also complies with the objective trend of
the world economic progress, and it will bring about unprecedented opportunities
to the economic and trade cooperation between China and various countries
and regions in the world. After becoming a member of the WTO, China will
open service areas such as banking, insurance, telecommunication, foreign

[2] Illustration: Assuming that the selling price of an office premises is say RMB11,000,000 and the cost of purchase including taxes is RMB4,000,000. The appreciation is RMB7,000,000. Calculate the amount of the land appreciation tax.

The tax rates range from 30% to 60%, but the highest appreciated portion only reaches 50% (300 in this example).

[3] Simple calculation method: The land appreciation tax rules provide for a simple calculation method. There is an applicable quick calculation coefficient associated with each tax rate. The quick calculation formula is as follows: tax amount = appreciation value x applicable tax rate – amount of deduction x quick calculation coefficient. One can arrive at the same tax amount using the formula: 7,000,000 x 50% – 4,000,000 x 15% = 2,900,000; where 15% is the quick calculation coefficient corresponding to the 50% tax rate.

Employer:

Legal Representative:

Address:

Employee:

Name:

Gender:male

Address:

Nationality:P.R.China                               ID Card No.:

This Contract is signed on a mutuality voluntary basis by and between the following Employer and Employee in accordance with the Labour Law of People’s Republic of China.”

1.Term of the Contract:

The term of this contract is for one year and shall commence on_____,_____, and shall continue until _____,_____,unless earlier terminated pursuant to this Contract. The Employee shall undergo a probationary period of three months.

2.Job Description:

The Employer agrees to employ Mr./Ms.________(name)as ________(job title) in ________Department, located in________(office location and city).

3. Remuneration of Labour

a.The salary of the Employee shall bemonthly paid by the Employer in accordance with applicable laws and regulations of P.R.C. It shall be paid by legal tender and not less than the standard minimum salary in Tianjin.

b. The salary of the Employee is RMB$______ per month in the probationary period and RMB$ _____ after the probationary period.

c. If the delay or default of salary takes place,the Employer shall pay the economic compensation except the salary itself in accordance with the relevant laws and regulations.

4.Working Hours & Rest & Vocation

a.The normal working hours of the Employee shall be eight hours each day, excluding meals and rest for an average of five days per week, for an average of forty hours per week.

b.The Employee is entitled to all legal holidays and other paid leaves of absence in accordance with the laws and regulations of the PRC and the company ‘s work rules.

c. The Employer may extend working hours due to the requirements of its production or business after consultation with the trade union and the Employee ,but the extended working hour for a day shall generally not exceed one hour; If such extension is called for due to special reasons, the
extended hours shall not exceed three hours a day.However, the total extension in a month shall not exceed thirty-six hours.

5.Social Security & Welfare

a.The Employer will pay for all mandatory social security programs such pension insurance, unemployment insurance, medical insurance of the Employee according to the relevant government and city regulations.

b.During the period of the Contract, the Employee’s welfare shall be implemented accordance with the lawsand relevant regulations of P.R.C.

6.Working Protection & Working Conditions

a.The Employer should provide the Employee with occupational safety and health conditions conforming to the provisions of the State and necessary articles of labor protection to guarantee the safety and health during the working process.

b.The Employer should provide the Employee with safety education and technique training; The Employee to be engaged in specialized operations should receive specialized training and acquire qualifications for such special operations.

c. The Employee should strictly abide by the rules of safe operation in the process of their work.

7.Labour Discipline

a.The Employer may draft bylaws and labour disciplines of the Company, According to which, the
Employer shall have the right to give rewards or take disciplinary actions to the Employee;
b.The Employee shall comply with the management directions of the Employer and obey the bylaws and labour disciplines of the Employer.

c.The Employee shall undertake the obligation to keep and not to disclose the trade secret for the
Employer during the period of this Contract; This obligation of confidentiality shall survive the
termination of this Contract for a period of two (2)years.

8.Termination, Modification, Renew and Discharge of the Contract

a. The relevant clauses of the Contract may be modified by the parties:

i.The specific clause is required to be modified by the parties through

consultation;

ii.Due to the force majeure, the Contract can not be executed;

iii.The relevant laws and regulations have been modified or abolished by the time of signing the
Contract.

b.The Contract may be automatically terminated:

i) This Contract is not renewed at the expiration of this Contract;

ii) The Employer is legally announced to be bankruptcy, dismissed, or canceled;

iii)The death of the Employee occurs;

iv) The force majeure takes place;

v)The conditions of termination agreed in the Contract by the parties arise.

c.The Contract may be renewed at the expiration through consultation by the parties with the fulfillment of the procedure within 15 days to the expiration;

d. The Contract may be discharged through consultation by the parties;

e.The Contract may be discharged by the Employer with immediate effect and the Employee will not be compensated:

i.The Employee does not meet the job requirements during the probationaryperiod;

ii.The Employee seriously violates disciplines or bylaws of the Employer;

iii.The Employee seriously neglects his duty, engages in malpractice for selfish ends and brings
significant loss to the Employer;

iv.The Employee is being punished by physical labour for its misfeasance

v.The Employee is being charged with criminal offences:

f.The Contract may be terminated by the Employer by giving notice in written form 30(thirty) days in advance:

i.The Employee fails ill or is injured to (other than due to work) and after completion of medical
treatment, is not able to perform his previous function or any other function the Employer assigns to him;

ii.The Employee does not show satisfactory performance and after training and adjusting measures is still not able to perform satisfactorily;

iii.The circumstances have materially changed from the date this Contract was signed to the extent that it is impossible to execute the Contract provided, however,that the parties cannot reach an agreement to amend the contract to reflect the changed circumstances.

iv.The Employer is being consolidated in the legal consolidation period on the brink of bankruptcy or the situation of business is seriously in trouble, under such condition, it is required to reduce the
emplouee.(in legal procedure)

g.The Employee shall not be dismissed :

i. The Contract has neither expired nor conformed to 8.d,8.e,8.f,8.g;

ii.The Employee is ill with occupational disease or injured due to work and has been authenticated fully or partly disabled by the Labour Authentication Commission in Baodi County, Tianjin.

iii. The Employee is ill or injured (other than due to work) and is within the period of medical leave provided for by applicable PRC law and regulations and Company policy;

iv.The Employee is woman who is pregnant, on maternity leave, or nursing a baby under one year of age; or

iii.The applicable PRC laws and regulations otherwise prohibit the termination of this Contract.

h.The Contract may be dicharged by the Employee by giving notice in written form 30(thirty) days in advance. However, the Employee may inform the Employer to discharge the Contract at random under the following occasions:

i.The Employee is still in the probationary period;

ii.The Employer force the Employee to work by violence, duress or illegal restriction to physical
freedom;

iii. The Employer does not pay the remuneration of the Employee accordance with the relevant clause in the Contract;

iv.The Employer violates the relevant regulations of State or Tianjin for its terrible safe and health
condition, which is harmful to the Employee’s health.

I.The Contract can not be terminated by the Employee before the expiration if not conforming to 8.d, 8.h,

j. The Employer shall pay the economic compensation to the Employer if the Contract is terminated conforming to 8.d,8.f,8.h.i-8.h.iv. Additional fee for medical allowance should be paid to the Employee if the Contract is terminated conforming to 8.f.i.

9.Breach Liabilities

a. Due to either party’s fault, if breaching the Contract, that party shall undertake the breach
liability according to the extent to the performance of the Contract; if the parties both breach the Contract,they shall undertake its separate liability according to the concrete situation.

b. Due to either party’s fault, if breaching the Contract to damage the other party. The damage should be compensated by the faulty party accordance with the relevant laws and regulations of PRC.

c.Due to the force majeure, causing the non-performance or the damages to either party, the other party may not undertake the breach liability;

c.The Employee wants to resign and has received training provided by the Employer, the Employee shall compensate for the training cost. The method of compensation should be fixed according to the relevant company regulations as follows:

The Employee shall compensate RMB_______ within___year(s) in the Company if the Contract is terminated by the Employee at his cause;

The Employee shall compensate RMB_______ within___year(s) in the Company if the Contract is terminated by the Employee at his cause;

The Employee shall compensate RMB_______ within___year(s) in the Company if the Contract is terminated by the Employee at his cause;

10.Labor Disputes

Where a labor dispute between the parties takes place during the performance of this Contract, the
parties concerned may seek for a settlement through consultation; or either party may apply to the labor dispute mediation committee of their unit for mediation; if the mediation fails and one of the parties requests for arbitration, that party may apply to the labor dispute arbitration committee for arbitration. Either party may also directly apply to the labor dispute arbitration committee for arbitration within 60 days starting from the date of the occurrence of a labor dispute. If one of the parties is not satisfied with the adjudication of arbitration, the party may bring the case to a people’s court within 15 days of the date of receiving the ruling of arbitration

11.The verification of this Contract shall be made in Baodi Labour Bureau, Tianjin within 30 days after being signed by the parties.

Employer: (official stamp)                                            Employee:

Representative :

Address:Address:

Date: July ,2003

It’s verified herein that the Contract conforms to the relevant laws and regulations through examination and review.

Authority；

Clerk: