Exhibit 10.5
CHINA GRENTECH CORPORATION LIMITED
(incorporated in the Cayman Islands with limited liability)
[Name of the executive director]
[Address of the executive director]
[Date]
Dear [*]
APPOINTMENT AS AN EXECUTIVE DIRECTOR OF
CHINA GRENTECH CORPORATION LIMITED
(THE "COMPANY" TOGETHER WITH ITS SUBSIDIARIES, THE "GROUP")
We hereby write to confirm the terms and conditions of your appointment as an
executive director of the Company:-
1. Subject to Clause 6 herein, your appointment as an executive director of
the Company will be for an initial term of three year and will take effect
from the date hereof, and will continue thereafter from year to year until
terminated by you or removed by our shareholders with three months' notice
in writing served on the other party.
2. Your role will be that of an executive director, helping the the board of
directors of the Company (the "BOARD") to provide the Company with
effective leadership and ensuring the continuing effectiveness of the
management team and the high standards of probity within the Company.
3. In addition to your general fiduciary responsibilities, you shall
faithfully and diligently perform such functions and exercise such powers
as are appropriate to your position as an executive director. The Board may
need you to serve on various committees of the Board and/or to accept
additional appointments in or on behalf of the Company.
4. In order to satisfy the requirements of a public company, you are expected
to attend general meetings (the "GENERAL MEETINGS") of the Company, each
meeting of the Board and of any committees to which you are appointed as a
member. If you are unavoidably unable to attend, as much prior notice as
possible should be given to the chairman of the Board (the "CHAIRMAN").
5. You shall not be entitled to any compensation for your appointment
hereunder in addition to the compensation for your appointment as the
[insert the management position] of the Company; provided, however, that
you will be reimbursed for any out-of-pocket expenses you reasonably incur
in performing your functions as a director, including attending Board
meetings and participating in Board functions.
6. Your appointment hereunder will, in any event, cease at the Annual General
Meeting of the Company immediately following the expiration of your initial
term as set forth in Clause 1 and you will be eligible for re-election at
the Annual General Meeting. In
addition to these requirements, your appointment will at all times be
terminable by [three] months' prior written notice given by either side.
Upon the expiry of notice served on you to terminate your appointment, you
will resign from your office as a director (and from each and every other
office or appointment you then hold in or on behalf of the Company) and, if
you have not done so within seven days, you hereby irrevocably appoint any
one of your fellow directors for the time being as your attorney to effect
such resignation(s) on your behalf by signing any document(s) and doing any
other act(s) or thing(s) as may be necessary or requisite.
7. Your appointment hereunder will terminate automatically without any
requirement for notice or compensation if you:-
7.1 vacate your office under the terms of the Company's articles of
association;
7.2 are removed from office as a director by any resolution duly proposed
and resolved by the members of the Company in General Meeting
(provided always that, where a poll is demanded, the result of the
poll will count); or
7.3 are not re-elected as a director when you submit yourself to
re-election.
8. Your fiduciary duties as a director to the Company require you at all
times:-
8.1 to maintain the confidentiality of all information you acquire by
virtue of your appointment hereunder;
8.2 to act in good faith in the Company's interests at all times;
8.3 to act at all times for the proper purposes of the Company;
8.4 to carry out your responsibilities with the care, skill and diligence
which the Company is reasonably entitled to expect from someone of
your experience and expertise; and
8.5 to act only with the proper authority of the Company.
9. You must not make any statements on the Company's behalf or concerning the
Company to the press, media, venture capitalists, brokers, banks, financial
analysts and/or anyone associated with the stock market or investor
community without the authorisation of the Board.
10. You shall disclose to the Board all other directorships and other (direct
or indirect) interests, employments, consultancies or associations held by
you or members of your family. You must also keep the Board informed on a
continuing basis of all changes to such arrangements. During your
appointment, you will not be free, unless prior written approval has been
given by the Board, to take up new directorships or hold other interests in
the same industry as the Group or which could give rise to a conflict of
interest in some other way.
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11. You shall not, either during the term of your appointment as an executive
director of the Company or thereafter:-
11.1 use to the detriment or prejudice of the Group or divulge or
communicate to any person any trade secret or confidential information
concerning the business or affairs of the Group (except to employees
or directors of the Group whose province is to know the same) which
may have come to your knowledge during the term of your appointment
hereunder; or
11.2 use for your own purpose or for any purposes other than those of the
Group or disclose to any third party (except to regulatory authorities
or required by any applicable law) any information or knowledge of a
confidential nature which you may from time to time acquire in
relation to any member of the Group but so that this restriction shall
cease to apply to any information or knowledge which may come into the
public domain (otherwise than through your fault).
12. Save as disclosed or to be disclosed in the prospectus of the Company for
the listing of the shares of the Company on any stock exchange as may be
approved by the Board, you shall not, during the term of your appointment
and for one year thereafter, be a director or employee or agent of, or have
any other material financial interest or involvement in, any business or
enterprise which competes or is likely to compete (directly or indirectly)
or has a significant business relationship with any Group company without
the prior written consent of the Board.
13. You shall promptly upon request by the Company or in any event upon your
ceasing to be an executive director of the Company deliver up to the
Company all lists of clients or customers, correspondence and all other
documents, papers and records which may have been prepared by you or have
come into your possession as a director of the Company, and you shall not
be entitled to and shall not retain any copies thereof. Title and copyright
therein shall vest in the Company.
14. This letter shall be governed by and construed in accordance with the laws
of the Cayman Islands.
Please sign, date and return the attached copy of this letter to us, confirming
your acceptance of the appointment and its terms set out herein. If the terms of
this appointment cause you any difficulty, please let us know.
Yours sincerely,
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[*]
FOR AND ON BEHALF OF
CHINA GRENTECH CORPORATION LIMITED
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________________________________________________________________________________
I agree to the terms and conditions set out above relating to my appointment as
an executive director of China GrenTech Corporation Limited.
IN WITNESS WHEREOF I HAVE EXECUTED THIS DOCUMENT AS A DEED ON THE DATE SET OUT
BELOW:-
SIGNED, SEALED AND DELIVERED BY )
)
[NAME OF EXECUTIVE DIRECTOR] )
)
in the presence of: )
Witness's name:
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Witness's address:
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Witness's occupation:
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Date:
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