EXHIBIT 10.2
DATED 29 NOVEMBER 2005
(1) CANADIAN SOLAR INC.
and
(2) MR. QU XIAO HUA
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EMPLOYMENT AGREEMENT
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THIS AGREEMENT is made the 29th day of November 2005.
BETWEEN:
(1) CANADIAN SOLAR INC., a corporation incorporated under the laws of the
Province of Ontario, Canada with its registered office at 4056 Jefton
Crescent, Mississauga, Ontario, Canada L5L 1Z3 (the "COMPANY"); and
(2) MR. QU XIAO HUA, holder of Canadian Passport Number BC289772 and whose
residential address being at 4056 Jefton Crescent, Mississauga, Ontario,
Canada L5L 1Z3 (the "EXECUTIVE");
WHEREAS the Company has employed the Executive and the Executive has been
employed by the Company since November 29th, 2005 as the President and Chief
Executive Officer and the parties now wish to record the terms of this
engagement.
WHEREBY IT IS AGREED as follows:-
1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement, unless the context otherwise requires, the following
words shall have the following meanings:
"AFFILIATE" of the Executive means (a) any company or corporation that,
directly or indirectly, through one or more intermediaries, is controlled
by the Executive and/or any of his spouse, parents or descendants (whether
by blood or adoption and including stepchildren); and (b) the Executive's
spouse, parents and descendants (whether by blood or adoption and
including stepchildren);
"BOARD" means the board of directors from time to time of the Company or
(as the context may require) the majority of directors present and voting
at any meeting of the board of directors of the Company duly convened and
held or a duly authorised committee thereof;
"BUSINESS" means all the business and affairs carried out by the Group or
any company in the Group from time to time;
"BY-LAWS" means the by-laws of the Company as amended from time to time;
"COMMENCEMENT DATE" means the date of commencement of the Employment being
November 29th, 2005;
"COMPENSATION COMMITTEE" means the compensation committee of the board of
the Company;
"CONFIDENTIAL INFORMATION" means all information, know-how and records (in
whatever form held) in any way connected with the Business including
(without
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prejudice to the generality of the foregoing) without limitation all
formulae, designs, specifications, drawings, data, operations and testing
procedures, manuals and instructions and all customer and supplier lists,
sales information, business plans and forecasts and all technical or other
expertise and all computer software and all accounting and tax records,
correspondence, orders and enquiries that are confidential or not
generally known;
"EMPLOYMENT" means the employment of the Executive as President and Chief
Executive Officer of the Company or such other position as may be
designated by the Company;
"GROUP" means the Company and any subsidiaries from time to time of the
Company;
"GROUP COMPANY" means any company in the Group;
"HONG KONG" means the Hong Kong Special Administrative Region of the
People's Republic of China;
"INCAPACITY" means any illness (whether mental or physical), injury or
accident; and
"TRANSACTION DOCUMENTS" means (a) the subscription agreement dated 16
November 2005 between, among others, the Company and the Executive; and
(b) the investment agreement to be entered into on or about November 30th,
2005 between, among others, the Company and the Executive.
1.2 References herein to Clauses are references to the clauses of this
Agreement. The headings in this Agreement are inserted for convenience of
reference only and do not affect the interpretation of this Agreement.
1.3 References herein to one gender include references to all other genders.
References herein to persons include references to individuals, firms,
companies, corporations and unincorporated bodies of persons and vice
versa. References herein to the singular number include references to the
plural and vice versa.
2. EMPLOYMENT
2.1 The Company has, from the Commencement Date, employed the Executive and
the Executive shall continue to faithfully serve the Company as President
and Chief Executive Officer of the Company (or such other position as the
Company may from time to time designate) subject to and upon the terms
hereinafter set out.
2.2 Subject to the provisions for termination set out in Clause 9, the
Employment shall continue unless and until terminated by either the
Company or the Executive giving to the other not less than three (3)
months' prior notice in writing to terminate the Employment, provided that
such notice may only be given by the Executive any time after December
31st, 2008.
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2.3 The Executive represents and warrants that he is not bound by or subject
to any court order, agreement, arrangement or undertaking which in any way
restricts or prohibits him from entering into this Agreement or the
Employment nor from performing his duties hereunder.
3. EXECUTIVE'S DUTIES AND SERVICES
3.1 The Executive hereby undertakes with the Company that during the term of
the Employment he shall use his best endeavours to carry out his duties
hereunder and to protect, promote and act in the best interests of the
Group.
3.2 Without prejudice to the generality of Clause 3.1 above, the Executive in
his office as President and Chief Executive Officer of the Company (or
such other position as the Company may from time to time designate)
shall:-
3.2.1 devote the whole of his attention, skill and time to the interests
and affairs of the Group in the discharge of his duties as President
and Chief Executive Officer (or such other position as the Company
may from time to time designate) in relation to the Group, both
during his hours of work (being the normal business hours of the
Group together with such additional hours as the Executive may spend
on the performance of his duties) and at such other times as the
Executive may spend for the proper and efficient conduct of the
Business (subject to appropriate holidays and vacation time as
provided in this Agreement);
3.2.2 in the discharge of such duties and in the exercise of such powers
comply with all and any lawful directions and instructions from time
to time made or given to him by the Board according to the best of
his skills and ability and comply with all resolutions and
regulations from time to time passed or made by the Board;
3.2.3 in pursuance of his duties hereunder perform such services for any
company in the Group and (without further remuneration unless
otherwise agreed) accept such offices (including being appointed as
director thereof) in any company in the Group as the Board may from
time to time reasonably require; and
3.2.4 faithfully and diligently perform such duties and exercise only such
powers as are consistent with his office in relation to the Company
and/or any company in the Group and use his best endeavours to
promote the interests of the Group.
3.3 The Executive shall at all times keep the Board promptly and fully
informed of the Executive's conduct of the Business or affairs of the
Group and give promptly to the Board (in writing if so requested) all such
information as the Board may reasonably require in relation to his conduct
of the Business insofar as such information is or ought to be within the
knowledge of the Executive and provide such written explanations as the
Board may require in connection therewith.
3.4 The Executive shall carry out his duties and exercise his powers jointly
with any other directors or executives as shall from time to time be
appointed by the Board to
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act jointly with the Executive and the Board may at any time require the
Executive to cease performing or exercising any of his duties or powers
under this Agreement.
3.5 The Executive shall work in any place in the People's Republic of China or
Canada or any part of the world which the Board may from time to time
require for the proper performance and exercise of his duties and powers
under this Agreement.
4. REMUNERATION AND OTHER BENEFITS
4.1 In consideration for the performance of his duties hereunder and subject
to the provisions of Clause 4.4, the Executive shall be entitled to
receive with effect from the Commencement Date during the term of the
Employment a salary at the rate of [*] Canadian dollars per annum
(including any sum payable to the Executive as directors' fees from any
company in the Group, any tax and duties payable by the Executive pursuant
to the applicable laws) payable by 12 monthly instalments, each such
instalment being payable in arrears into a bank account in the name of the
Executive designated by the Executive to the Company on the last business
day of each calendar month provided that if the Employment is terminated
prior to the end of a calendar month, the Executive shall only be entitled
to a proportionate part of such salary in respect of the period of
Employment during the relevant month up to the date of termination.
4.2 Payment of such salary to the Executive referred to in Clause 4.1 shall be
made by the Company.
4.3 The salary referred in Clause 4.1 shall be subject to review by the
Compensation Committee on November 30th of each calendar year from 2006
onwards.
4.4 The Executive shall continue to receive his salary during any period of
absence on grounds of medical or physical ill-health up to a maximum of 90
days in any period of twelve (12) months or such number of days not more
than that prescribed by law (whichever is longer) provided that the
Executive shall, if required by the Company, supply the Company with
medical certificates covering the period of absence and/or undergo at the
Company's expense a medical examination by a Executive appointed by the
Company.
4.5 The payment of tax, duties, social security and like payments arising out
of the Employment shall be dealt with by the parties in accordance with
the applicable laws and regulations. The Executive undertakes to the
Company promptly to discharge any payments which shall be paid by him
pursuant to the applicable laws as they fall due and to indemnify the
Company against any liability in respect thereof which may fall upon the
Company as a result of his failure to pay.
4.6 The Executive shall be entitled to bonus as approved by the Compensation
Committee.
4.7 The Company shall provide the Executive, his spouse and children benefits
to health, medical and accidental insurance policies which will be taken
out by the Company in accordance with its human resources policy and
subject to approval by the Compensation Committee. The Company will
reimburse the Executive, his
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spouse and children reasonable medical and emergency expenses before such
policies are taken out.
4.8 The Company shall provide the Executive reasonable housing or housing
allowance in accordance with its human resources policy and subject to
approval by the Compensation Committee.
4.9 The Company shall provide each of the Executive, his spouse and children
two (2) return business class airfares between Canada and the People's
Republic of China in a year.
5. EXPENSES
The Executive shall be reimbursed all reasonable out-of-pocket business
expenses (including entertainment, travelling, telephone and hotel
expenses) properly and reasonably incurred by him in relation to the
Business or in the discharge of his duties under this Agreement, providing
the Executive complies with directions of the Board as may from time to
time be made in relation to such expenses and such expenses shall be
evidenced in such manner as the Board may require.
6. LEAVE
6.1 The Executive shall (in addition to Sundays and statutory holidays) be
entitled, at the absolute discretion of the Company, to paid holiday of
twenty-five (25) working days in each holiday year during the continuance
of the Employment to be taken at such time or times convenient to the
Company as the Board may agree. The Executive may cash out or carry
forward up to one year's unused holiday entitlement to a subsequent
holiday year and no payment in lieu will be paid therefor.
6.2 The Executive will be entitled on termination to pay in lieu of any unused
holiday entitlement. Where the Executive has taken holiday in excess of
his accrued entitlement, the Executive will be required to repay any
excess salary received in respect of such holiday at the rate of 1/365th
of the Executive's salary for each day.
7. SHARE DEALINGS
The Executive shall comply where relevant with every rule of law and every
regulation applicable to the Company and its securities and every
regulation contained in the By-Laws and the Transaction Documents or
otherwise applicable to the Company in force in relation to dealings in
shares, debentures or other securities of the companies in the Group and
in relation to unpublished price-sensitive information affecting the
shares, debentures or other securities of any company in the Group
provided always that in relation to overseas dealings the Executive shall
also comply with all laws of the state and all regulations of the stock
exchange, market or dealing system in which such dealings take place.
8. INCAPACITY
8.1 If the Executive is absent from work because of Incapacity such fact
should, where practicable, be reported by the Executive to another
director of the Company and, after three continuous days' absence, the
Executive must provide, for sickness
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allowance purposes, a medical practitioners' certificate(s) of his
Incapacity and its cause covering the whole of the Executive's period of
absence.
8.2 If the Executive is absent from work due to Incapacity and has complied
with the provisions of Clause 8.1, he will continue to be paid sickness
allowance in accordance with the applicable laws or Clause 4.4 whichever
is more favourable to the Executive. If the Executive's absence exceeds 30
consecutive days, the Company will be entitled to appoint a temporary
replacement to cover the Executive's absence.
8.3 The Executive will, whenever requested by the Board (in circumstances
where the Board has reasonable grounds to believe that the Executive may
be suffering from any Incapacity or that the Executive may not be fit to
carry out his duties), submit to examination by a medical practitioner
selected and paid for by the Company. The Executive hereby authorises such
medical practitioner to disclose to and discuss with the Board any matters
which, in the opinion of the medical practitioner, might hinder or prevent
the Executive (if during a period of Incapacity) from returning to work or
(in other circumstances) from properly performing his duties at any time.
9. TERMINATION
9.1 If at any time during the term of the Employment, the Executive shall:
9.1.1 be guilty of fraud or other gross or wilful misconduct, or gross
incompetence or habitual neglect of duty, or commit any other
serious breach of this Agreement; or
9.1.2 act in any manner (whether in the course of his duties or otherwise)
which is likely to bring him or any Group Company into disrepute or
prejudice the interests of any Group Company; or
9.1.3 commit any act of bankruptcy or become insolvent or make any
arrangements or composition with his creditors generally; or
9.1.4 fail to pay his personal debts generally; or
9.1.5 be convicted of any criminal offence involving his integrity or
honesty; or
9.1.6 refuse to carry out any reasonable lawful order given to him by the
Board in the course of the Employment or fail diligently to attend
to his duties hereunder (including without limitation, absent
himself of meetings of the Board during a continuous period of 6
months without special leave of absence from the Board); or
9.1.7 be guilty of continuing unsatisfactory conduct or poor performance
of his duties, after having received a written warning from the
Company relating to the same; or
9.1.8 resign as a director of any Group Company without the Board's
written consent; or
9.1.9 be or become prohibited by law from being a director,
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the Company may terminate the Executive's employment hereunder forthwith
without any notice or payment in lieu of notice and upon such termination
the Executive shall not be entitled to any payment whatsoever (other than
in respect of unpaid salary and unused annual leave actually accrued) or
to claim any compensation or damages in respect of such termination.
9.2 Any delay or forbearance by the Company in exercising any right to
terminate this Agreement shall not constitute a waiver of such right.
9.3 Subject to provisions set out in Clauses 2.2 and 9.1, upon termination of
the Employment, the Company will compensate the Executive one month salary
for every year of services.
9.4 Forthwith upon the termination of the Employment hereunder, and/or at any
other time if the Company shall so request, the Executive shall deliver to
the Company all documents (including correspondence, lists of customers,
notes, memoranda, plans, drawings and other documents of whatsoever
nature), models or samples made or compiled by or delivered to the
Executive during the Employment and concerning the Business. For the
avoidance of doubt it is hereby declared that the property in all such
documents as aforesaid shall at all times be vested in the relevant Group
Company.
9.5 The Executive acknowledges that the Company may, during all or any part of
any period of notice whether given by the Company or the Executive to
terminate the Executive's employment under this Agreement require the
Executive not to attend work and/or not to undertake all or any of his
duties and/or exclude him from any premises of the Company, provided that
for the avoidance of doubt during such period the Executive shall continue
to receive salary and other contractual benefits provided by this
Agreement.
9.6 The Executive agrees that he will not, at any time after the termination
of the Employment, represent himself as still having any connection with
the Company or any other Group Companies, save as a former employee for
the purpose of communicating with prospective employers or complying with
any applicable statutory requirements.
9.7 The Executive shall forthwith resign in writing from all directorships,
trusteeships and other offices he may hold from time to time with the
Company or any other Group Companies without compensation for loss of
office in the event of:
9.7.1 the termination of the Employment; or
9.7.2 either the Company or the Executive serving on the other notice of
termination of the Employment.
9.8 In the event of the Executive failing to comply with his obligations under
Clause 9.6, he hereby irrevocably and unconditionally authorises the
Company to appoint another person in his name and on his behalf to sign or
execute any documents and/or do all things necessary or requisite to give
effect to such resignations as referred to in Clause 9.6.
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10. UNDERTAKINGS OF THE EXECUTIVE
10.1 The Executive undertakes to the Company that:
10.1.1 for so long as he remains being employed by any Group Company or
remains as an officer of any Group Company, and for a period of
twelve (12) months after he ceases to be an employment or officer
of any Group Company (as the case may be), he will not, without the
prior written consent of the Board:
(a) in the People's Republic of China and such other territories
where the Group carries on its business or part thereof (the
"TERRITORY") either on his own account or through any of his
Affiliates, or in conjunction with or on behalf of any other
person, carry on or be engaged, concerned or interested
directly or indirectly whether as shareholder, director,
employee, partner, adviser, agent or otherwise carry on any
business in direct competition with the business or proposed
business of the Group;
(b) either on his own account or through any of his Affiliates or
in conjunction with or on behalf of any other person, solicit
or entice away or attempt to solicit or entice away from any
Group Company, the custom of any person, firm, company or
organization who is or shall at any time within twelve (12)
months prior to such cessation have been a customer, client,
representative, agent or correspondent of such Group Company;
(c) either on his own account or through any of his Affiliates or
in conjunction with or on behalf of any other person, employ,
solicit or entice away or attempt to employ, solicit or entice
away from any Group Company any person who is or shall have
been at the date of or within twelve (12) months prior to such
cessation an officer, manager, consultant or employee of any
such Group Company, whether or not such person would commit a
breach of contract by reason of leaving such employment; and
(d) either on his own account or through any of his Affiliates, in
relation to any trade, business or company, use a name
including any word used by any Group Company in its name or in
the name of any of its products, services or their derivative
terms, or the Chinese or English equivalent or any similar
word in such a way as to be capable of or likely to be
confused with the name of any Group Company or the product or
services or any other products or services of any Group
Company, and the Executive shall use all reasonable endeavours
to procure that no such name shall be used by any of his
Affiliates or otherwise by any person with which he is
connected; and
10.1.2 any expansion, development or evolution of the activities of any
business or any appropriate opportunity offered to him shall
(unless the Company
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otherwise agrees) only be pursued or taken up through the Company or
another Group Company.
10.2 Each of Clauses 10.1.1(a), 10.1.1(b), 10.1.1(c), 10.1.1(d) and 10.1.2
shall be deemed to constitute a separate undertaking and shall be
construed independently of each other, and so that if any such undertaking
is held to be void or invalid, but would not have been so held if part of
the wording were deleted, or its extent reduced or modified, then such
undertaking shall apply with such modification(s) as may be necessary to
make the same valid and enforceable.
11. CONFIDENTIAL INFORMATION
11.1 The Executive shall not, at any time during the term of the Employment or
after the termination of the Employment without limit in point of time,
except authorised or required by his duties:-
11.1.1 use, take away, conceal or destroy any Confidential Information for
his own purpose or for any purpose other than that of the Group; or
11.1.2 divulge or communicate to any person any Confidential Information
except to those of the employees of a Group Company on a
need-to-know basis; or
11.1.3 through any failure to exercise all due care and diligence, cause
any unauthorised disclosure of any Confidential Information
(including without limitation):-
(a) relating to the dealings, organisation, business, finance,
transactions or any other affairs of the Group or its clients
or customers; or
(b) in respect of which any such company in the Group is bound by
an obligation of confidence to any third party; or
(c) relating to the working of any process or invention which is
carried on or used by any company in the Group or which he may
discover or make during his Employment; including anything
which by virtue of Clause 12 becomes the absolute property of
the Group,
but so that these restrictions shall cease to apply to any
information or knowledge which may (otherwise than through the
default of the Executive) become available to the public generally
or otherwise required by law or any applicable regulations to be
disclosed.
11.2 Since the Executive may obtain in the course of the Employment by reason
of services rendered for or offices held in any Group Company knowledge of
the trade secrets or other confidential information of such company, the
Executive hereby agrees that he will at the request and cost of the
Company or such other company enter into a direct agreement or undertaking
with such company whereby he will accept restrictions corresponding to the
restrictions herein contained (or such of them as may be appropriate in
the circumstances) in relation to such products and
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services and such area and for such period as such company may reasonably
require for the protection of its legitimate interests.
11.3 All notes, memoranda, records and writings made by the Executive in
relation to the Business or concerning any of its dealings or affairs or
the dealings or affairs of any clients or customers of the Group shall be
and remain the property of the Group and shall be handed over by him to
the Company (or to such other company in the Group as the Company may
direct) from time to time on demand and in any event upon his leaving the
service of the Company and the Executive shall not retain any copy
thereof.
12. INTELLECTUAL PROPERTY
12.1 The parties foresee that the Executive has created and may create designs
or other intellectual property in the course of his duties hereunder and
agree that in this respect the Executive has a special responsibility to
further the interests of the Company and the Group.
12.2 Any invention, production, improvement or design made or process or
information discovered or copyright work or trade mark or trade name or
get-up source code or any other intellectual property created by the
Executive during the continuance of his Employment hereunder (whether
before or after the date hereof or whether capable of being patented or
registered or not and whether or not made or discovered in the course of
his employment hereunder) in conjunction with or in any way affecting or
relating to the business of any company in the Group or capable of being
used or adapted for use therein or in connection therewith shall forthwith
be disclosed to the Company and shall belong to and be the absolute
property of such company in the Group as the Company may direct.
12.3 The Executive, if and whenever required to do by the Company, shall at the
expense of a company in the Group apply or join with such company in
applying for letters patent or other protection or registration for any
such invention improvement design process information work trade mark name
or get-up source code or other intellectual property rights as aforesaid
which belongs to such company and shall at the expense of such company
execute and do all instruments and things necessary for vesting the said
letters patent or other protection or registration when obtained and all
right title and interest to and in the same in such company absolutely and
as sole beneficial owner.
12.4 The Executive hereby irrevocably appoints the Company to be his Attorney
in his name and on his behalf to execute and do any such instrument or
thing and generally to use his name for the purpose of giving to the
Company the full benefit of this Clause 12 and in favour of any third
party a certificate in writing signed by any director of the Company that
any instrument or act falls within the authority hereby conferred shall be
conclusive evidence that such is the case.
13. REASONABLENESS
While the restrictions and obligations contained in Clauses 10, 11 and 12
(on which the Executive has had the opportunity to take independent
advice, as the Executive hereby acknowledges) are considered by the
parties to be reasonable in all the
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circumstances. It is recognised by the parties that restrictions and
obligations of the nature in question may fail for technical and/or
unforeseen reasons and accordingly it is hereby agreed and declared that
if any such restrictions or obligations shall be adjudged to be void as
going beyond what is reasonable in all the circumstances for the
protection of the interest of the Company or any other company in the
Group but would not be void if part of the wording thereof were deleted or
the periods (if any) thereof were reduced the said restriction shall apply
with such modifications as may be necessary to make it valid and
effective.
14. WAIVER AND REMEDIES
14.1 No failure or delay on the part of either party to exercise any power,
right or remedy hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise by either party of any power, right or remedy
preclude any other or further exercise of the remaining part thereof or
the exercise of any other available power, right or remedy by that party.
14.2 The remedies provided herein are cumulative and are not exclusive of any
remedies provided by law.
15. FORMER SERVICE AGREEMENTS
15.1 This Agreement shall be in substitution for and supersedes any previous
service agreement, arrangements or undertakings entered into between any
company in the Group and the Executive or any of his Affiliates and any
terms of employment previously in force between any such company and the
Executive or any of his Affiliates, whether or not on a legal or formal
basis and the Executive now acknowledges that such agreements, arrangement
or undertakings are now terminated.
15.2 The Executive hereby acknowledges that he has no claim of any kind against
any company in the Group (other than in respect of accrued but unpaid
management fees, director loan and retained earnings as a shareholder) and
without prejudice to the generality of the foregoing he further
acknowledges that he has no claim for damages against any company in the
Group for the termination of any previous service agreements, arrangements
or undertakings in accordance with Clause 15.1 for the sole purpose of
entering into this Agreement.
15.3 The terms of this Agreement may not be modified, altered, varied or added
to except by agreement in writing signed by the parties to this Agreement.
None of the rights or duties of the Executive under this Agreement may be
assigned, transferred or sub-contracted.
15.4 This Agreement embodies all of the terms and provisions of and relating to
the employment of the Executive by the Company.
16. REPRESENTATIONS AND WARRANTIES
The Executive represents and warrants to the Company, as follows:
16.1 that he has no criminal convictions;
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16.2 that he has not been investigated by any regulatory or government
authority,
16.3 that he has the necessary work permits (if required) to work for the
Group; and
16.4 that he had the benefit of independent legal advice before signing this
Agreement.
17. SEVERABILITY
The provisions of this Agreement are severable and if any provision is
held to be invalid or unenforceable by any court of competent jurisdiction
then such invalidity or unenforceability shall not affect the remaining
provisions of this Agreement.
18. NOTICES
18.1 Any notice to be given hereunder to the Executive may be served by being
handed to him personally or by being sent by registered post to him at the
address provided at the head of this Agreement (save that, where such
address is outside the People's Republic of China, such notice may be sent
by airmail) and any notice to be given to the Company may be served by
being left at or sent by registered post to its place of business in China
for the time being.
18.2 Any notice served by registered post in the city to which is addressed
shall be deemed to have been served on the second day (excluding Sundays
and statutory holidays) following the date of posting and any notice
served by airmail shall be deemed to have been served on the seventh day
(excluding Sundays and statutory holidays) following the date of posting
and in proving such service it shall be sufficient proof that the notice
was properly addressed and posted as a prepaid letter by registered post
or airmail (as the case may be).
18.3 All notices or communications required to be served or given pursuant to
this Agreement shall be in writing.
19. LAW
This Agreement is governed by and shall be construed in all respects in
accordance with the laws of Ontario, Canada.
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IN WITNESS whereof this Agreement has been executed as a deed and delivered by
the parties on the day and year first above written.
SIGNED BY THE PARTIES ON THE DATE FIRST ABOVE WRITTEN.
/s/
________________________________________
Name:
For and on behalf of
CANADIAN SOLAR INC.
in the presence of:
/s/
________________________________________
Witness
/s/
________________________________________
QU XIAO HUA
in the presence of:
/s/
_______________________________________
Witness
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