Exhibit 10.6
CHINA GRENTECH CORPORATION LIMITED
(incorporated in the Cayman Islands with limited liability)
[Name of the independent director]
[Address of the independent director]
[Date]
Dear [*]
APPOINTMENT AS AN INDEPENDENT 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
independent director of the Company:-
1. Subject to Clause 8 herein, your appointment as an independent director of
the Company will be for an initial term of three years and will take effect
from the date hereof, and will continue thereafter for successive
three-year terms 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 independent director, bringing an objectivity
and independence of view borne by your outside experience, helping 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. As an
independent director, the Board may ask you to become a member of the
various committees of the Board including the audit committee whose
principal duties include, inter alia, the review and supervision of the
Company's financial reporting process and internal controls.
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 independent director. The Board
may ask you 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 will be fully reimbursed for all reasonable out-of-pocket expenses you
incur in discharging your duties on production of appropriate proofs of
payment. The Company's procedures require you to obtain authorisation in
advance from the Chairman for any item of expenditure that are to be
reasonably incurred by you and any
expenses to be reasonably incurred overseas or for foreign travel.
6. Because of your independent status, you are not eligible to participate in
any share option, bonus schemes or other benefits of the kind available to
executive and other directors of the Company, except as expressly approved
by the Board at its sole discretion.
7. You shall be entitled to an annual fee of HK$[_] payable in arrears in
December each year, which shall accrue on a daily basis.
8. Your appointment will, in any event, cease at the annual General Meeting of
the Company immediately before the expiration of your initial term or any
subsequent three-year term, as the case may be, 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.
9. Your appointment will terminate automatically and immediately upon written
notice to you without further compensation (for avoidance of doubt, you
will be entitled to compensation for your past service as set forth herein)
if you:-
9.1 vacate your office under the terms of the Company's articles of
association;
9.2 are removed for cause 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
9.3 are not re-elected as a director when you submit yourself to
re-election.
10. Your fiduciary duties to the Company require you at all times:-
10.1 to maintain the confidentiality of all information you acquire by
virtue of your appointment;
10.2 to act in good faith in the Company's interests at all times;
10.3 to act at all times for the proper purposes of the Company;
10.4 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
10.5 to act only with the proper authority of the Company.
11. You must not make any statements on the Company's behalf or concerning the
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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.
12. 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.
13. You have the responsibility to act in the best interests of the Company and
the Group and to refrain from any conduct that would be, or may appear to
be, adverse or contrary to the interests of the Company or the Group. You
shall avoid not only conflicts of interest, but also the appearance of a
conflict of interest. You shall disclose to the Board any potential
conflicts of interest that you, any member of your family or any persons
affiliated with you, may have with respect to any matter under discussion
by the Board or proposed to be discussed by the Board and, if appropriate,
refrain from voting on a matter in which you, any member of your family or
any persons affiliated with you, may have a conflict. A "conflict of
interest" exists when the private interest of yourself, any member of your
family or any persons affiliated with you, is inconsistent with or opposed
to, or gives the appearance of being inconsistent with or opposed to, the
interests of the Company or the Group.
14. You shall not, either during the term of your appointment as an independent
director of the Company or thereafter:-
14.1 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
14.2 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).
15. 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.
16. You shall promptly upon request by the Company or in any event upon your
ceasing to be an independent director of the Company deliver up to the
Company all lists of clients
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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.
17. By accepting this appointment, you will be deemed to have represented to
the Company that you have, to the best of your knowledge, satisfied the
independence and other requirements of the Securities and Exchange
Commission of the United States.
18. 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 faithfully,
[*]
FOR AND ON BEHALF OF
CHINA GRENTECH CORPORATION LIMITED
________________________________________________________________________________
I agree to the terms and conditions set out above relating to my appointment as
an independent 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 INDEPENDENT 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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