Shandong Missile Biologic Products Co., Ltd Shandong Institute of Biologic Products Group Secondment Agreement (Summary Translation)
EXHIBIT
10.1
Shandong
Missile Biologic Products Co., Ltd
Shandong
Institute of Biologic Products
Group
Secondment Agreement
(Summary
Translation)
In
order
to protect the legal interests of Shandong Missile Biologic Products Co., Ltd.
(Party A: Employing Unit), Shandong Institute of Biological Products (Party
B:
Entrusting Unit) and their employees and ascertain the rights and obligations
of
Party A and B, in reference to the Joint Venture agreement (“Agreement”) and
Bylaws of Party A (“Bylaws”), laws and regulations promulgated by the State and
Shandong Province Labour contract regulations, Party A&B reached a consensus
voluntarily and agreed to enter into this agreement and committed to observe
all
the clauses in this agreement.
I.
|
This
agreement is to supplement and perfect the Agreement. It’s a supplemental
document. It’s an agreement about group secondment which becomes effective
after signing. From the day this agreement becomes effective, Party
B
entrust Party A to carry out human resources management. Party B’s
employees work for Party A. But their status in the system remains
unchanged. They are still considered employees of Party B in the
system.
|
II.
|
Except
for those approved by Provincial Health Bureau to stay or those retired
voluntarily, all other employees will join Party A (except those
choose
not to). Party A should arrange suitable positions for these employees.
Through negotiation, the people in the attached list are seconded
from
Party B.
|
III.
|
The
agreement starts from _______, 2002 and ends on
_________
|
IV.
|
Production,
duties and terms
|
1.
|
Party
B agrees Party A can assign work according to the needs in research,
production, operation and other work requirements. The workers should
finish the duties assigned in consistency with their
roles.
|
2.
|
Party
A must provide protection gears, required equipment to ensure work
safety
and hygiene working environment.
|
V.
|
Party
A’s rights and obligations
|
a.
|
Party
A’s obligations:
|
1)
|
Comply
with PRC laws, regulations and policy, respect the employees and
provide
conducive working environment, protect the legal rights of Party
B’s
employees
|
2)
|
Responsible
for training and educating the employees in the areas of law compliance,
work ethics, techincal skills, production safety and company policy,
protecting the rights of the employees and ensuring their fulfillment
of
duties
|
3)
|
Establish
a structured labour union, protect the legal rights of
employees
|
4)
|
In
accordance with the regulations promulgated by the State, province
and Tai
An city and the Agreement, Party A pays the seconded employees in
cash on
a monthly basis. Party A pays Party B in full the old age pension,
medical
insurance, unemployment insurance, housing provident fund, education
fund
etc every month. Party B will submit to the relevant government
departments every month.
|
a)
|
Total
of the salaries paid by Party A must not be lower than the total
amount on
payroll as at December, 2001.
|
b)
|
Provided
that the employee does not violate company regulations during the
secondment term and works in the same or similar capacity, his personal
income should not be reduced in principle. If the position has been
changed, his salary should not be lower than 80% of the original.
Retired
people should be taken care off as
well.
|
c)
|
Party
A pays Party B various society security fees monthly according to
base
amount and standard per regulations of the state, province and
city
|
d)
|
When
the enterprise unit adjusts the salary and benefits due to a policy
change, Party A adjusts the seconded employees’ salary individually and in
total
|
5)
|
Party
A should comply with the state’s regulations on working hours. If working
hours are required to be prolonged to meet production needs, overtime
pay
should be made and state regulations should not be
violated.
|
Under
the
following conditions, Party A pay the employees a higher rate:
a)
|
Overtime
working is paid at 150% of the normal
rate
|
b)
|
Working
on a rest day without compensated leave is paid at 200% of the normal
rate
|
c)
|
Working
on a statutory holiday is paid at 300% of the normal
rate
|
6)
|
Party
A bears the relevant costs resulting from work injuries or job related
disease
|
6)
|
Party
A cannot send the employees back to Party B under the following
circumstances:
|
a)
|
During
the secondment period, an employee suffers from job related disease
or
work injuries. He is diagnosed of losing all or part of working
abilities
|
b)
|
The
employee is in his permitted medical leave after suffering from job
related disease or work injuries
|
c)
|
Female
employees in her maternity leave or breasting
period
|
b. Party
A’s
rights
1)
|
Rewards
and punishes the employees according to company regulations provided
that
these regulations don’t violate regulations promulgated by state,
provincial and city governments
|
2)
|
Reassign
positions or assign temporary or special duties (allowed by laws)
in
consideration of production needs,
reasonableness
|
3)
|
Party
A can send back the employee to Party B under any of the
conditions
|
a)
|
Seriously
violate disciplines or company
regulations
|
b)
|
Fail
to perform or embezzle resulting in major damages to the benefits
of Party
A
|
c)
|
Being
sued for compensation or educated in a labor camp because of damages
inflicted on Party B
|
d)
|
Due
to illness or injuries unrelated to job, the employee loses the ability
to
perform duties assigned by Party A after medical
leave
|
e)
|
The
employee fails to perform satisfactorily even after retraining and
reassignment of duties
|
Under
conditions d) or e) above, Party A should notify Party B and the employee in
writing.
VI.
|
Party
B’s rights and obligations
|
a.
|
Party
B’s obligations
|
1)
|
Educate
the employees to observe laws and protect the interests of Party
A
|
2)
|
When
there is dispute between the employee and Party, work with Party
A’s
labour union to resolve the dispute
|
3)
|
As
the employer, participate in the legal process started by the employee
against Party A
|
b.
|
Party
B’s seconded employees’ obligations
|
1)
|
Actively
participate in various training arranged by Party A including work
ethics,
technical skills, observe work safety procedures, disciplines and
work
ethics
|
2)
|
Accept
and finish production duties assigned by Party A, reach the required
standard and improve on technical
skills
|
3)
|
Observe
Party A’s various regulations, obey to Party A’s
management
|
4)
|
Never
leak technical and commercial
secrets
|
5)
|
Observe
rules and regulations as specified in the laws or
agreed
|
6)
|
Under
any of the following conditions, the employee cannot leave his position
without approval
|
a)
|
Party
A paid for a specific training and the employee has not completed
his term
of employment as agreed
|
b)
|
The
employee has not completed a project on hand while holding an important
position in research or operation
|
c)
|
A
compensation agreement has not been reached when the employee caused
economic damages
|
c.
|
Party
B (the employees)’s rights
|
1)
|
Protect
Party B and its employees as allowed by
laws
|
2)
|
Receive
remuneration for work performed under
laws
|
3)
|
Enjoy
resting time and holiday
|
4)
|
Enjoy
salary adjustment, fringe benefits, social security, safety protection,
clean working environment, receipt of technical
training
|
5)
|
Raise
dispute on labour issues
|
6)
|
In
case the relevant departments confirm that the working environment
is
unsafe and unclean to the extent that health is jeopardized, the
employees
can refuse to report duties until the conditions are
corrected
|
7)
|
Rights
granted by laws and regulations
|
8)
|
Under
one of the following conditions, the employee has the right to ask
Party B
to arrange his return to Party B with Party
A:
|
a)
|
Party
A uses force or other threatening or freedom restricting measures
to keep
the employees working
|
b)
|
Party
A did not pay salary according to what was
agreed
|
c)
|
The
working environment provided by Party A was determined to be health
hazardous
|
d)
|
Party
A infringes on the Party B’s legal
rights
|
Except
under the conditions specified in this clause, Party B’s employees need to give
30 days’ notice in writing before leaving Party A
VII.
|
Both
parties agreed that upon the regulations pertaining to the reform
of
enterprise unit be promulgated by Shandong provincial government,
this
Agreement will terminate automatically on the day approved by the
direct
reporting department. Party A and Labor Union or individual will
then
refer to Section 5, Clause 4 and item 2 for making the arrangement.
|
VIII.
|
When
Party B undergoes reform, Party A should assist Party B in resolving
the
issues including reassignment, social security, status changing and
compensation and other matters related to the welfare of the
employees
|
IX.
|
Once
signed, this Agreement is legally binding, both parties must observe
strictly. The party that breaches the contract must bear the obligations
as defined in the contract and compensate the other party for economic
losses incurred.
|
X.
|
When
dispute arises during the execution of the Agreement, Party A and
B should
negotiate to resolve. When it fails, Shandong provincial health bureau
will facilitate the negotiation. When negotiation fails, either party
can
apply for arbitration within the allowed time limit. The party which
disagrees with the arbitration results can file the case with the
local
court within the allowed time
limit.
|
XI.
|
Any
details not specified in this Agreement should be referred to state,
provincial or municipal regulations if applicable. Otherwise, Party
A
& B should negotiate for supplementary clauses to address
them.
|
XII.
|
This
Agreement has 3 originals and 3 carbon
copies
|
XIII.
|
Any
of the above clause in violation of state laws would be overridden
by the
relevant laws.
|
XIV.
|
This
Agreement becomes effective upon signing or chopping by both
sides.
|
Party
A
Shandong
Missile Biologic Products Co., Ltd.
Legal
representative: Du Zu ing
Party
B
Shandong
Institute of Biologic Products
Legal
representative: Xxxx Xxxxx Li