0001213900-15-004556.txt : 20150618 0001213900-15-004556.hdr.sgml : 20150618 20150618130837 ACCESSION NUMBER: 0001213900-15-004556 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20150612 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150618 DATE AS OF CHANGE: 20150618 FILER: COMPANY DATA: COMPANY CONFORMED NAME: China Commercial Credit Inc CENTRAL INDEX KEY: 0001556266 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 454077653 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36055 FILM NUMBER: 15939724 BUSINESS ADDRESS: STREET 1: No. 1688 Yunli Road, Tongli STREET 2: Wujiang, Jiangsu Province CITY: People's Republic of China STATE: F4 ZIP: 215200 BUSINESS PHONE: 86-0512 6396-0022 MAIL ADDRESS: STREET 1: No. 1688 Yunli Road, Tongli STREET 2: Wujiang, Jiangsu Province CITY: People's Republic of China STATE: F4 ZIP: 215200 8-K 1 f8k06122015_chinacommercial.htm CURRENT REPORT FILING.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): June 18, 2015 (June 12, 2015)

 

China Commercial Credit, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware 001-36055 45-4077653

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 

No. 1688, Yunli Road, Tongli

Wujiang, Jiangsu Province

People’s Republic of China

 (Address of Principal Executive Offices)

 

 (86-0512) 6396-0022

(Issuer’s telephone number)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 

 

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Resignation of Xiaofang Shen and Chunjiang Yu

 

On June 12, 2015, Ms. Xiaofang Shen and Mr. Chunjiang Yu notified China Commercial Credit, Inc. (the “Company”) of their resignation from the board of directors of the Company (the “Board”), effective immediately.  

 

Appointment of Qinyan Yang and Bo Xu

 

Effective June 12, 2015, the Board appointed Ms. Qinyan Yang and Mr. Bo Xu to fill the vacancies created by the resignations of Ms. Shen and Mr. Yu. In addition to serving on the Board, Ms. Yang and Mr. Xu will each serve on the Board’s Audit, Nominating and Corporate Governance, and Compensation committees. Ms. Yang will serve as the chair of the Compensation Committee and Mr. Xu will serve as the chair of the Nominating and Corporate Governance Committee.

 

The biographical information of Ms. Yang and Mr. Xu is set forth below.

 

Ms. Yang, age 42, is the vice president and founder of Beijing Ruibo Culture and Entertainment, which was founded in May of 2015. From January to May of 2015, Ms. Yang served as a director on the compensation committee of China Tycoon Beverage Co., Ltd (HKEX 0209), a beverage manufacturer based in China. From September 2003 until April 2015, Ms. Yang served as General Manager at Shangyang Media Group, also known as MEC, a subsidiary of WPP plc (Nasdaq:WPPGY; LSE:WPP), a company engaged in global media agency services. Ms. Yang is a graduate of the Beijing Institute of Fashion Technology.

 

Ms. Yang does not have a family relationship with any director or executive officer of the Company and has not been involved in any transaction with the Company during the past two years that would require disclosure under Item 404(a) of Regulation S-K.

 

Mr. Xu, age 52, has served as the chief executive officer of Dishen International Travel Agency since May 2014. From 2008 until present, Mr. Xu has also served as a director at Shanghai Jun Qian Legal Consulting Firm. From 2006 until 2008, Mr. Xu was engaged in various portfolio investment transactions. From 2003 until 2006, Mr. Xu was general manager at Xin Hongjun Investment Company and Huichan Investment Company. Mr. Xu received his master’s degree in economics at the Shanghai Academy of Social Sciences.

 

Mr. Xu does not have a family relationship with any director or executive officer of the Company and has not been involved in any transaction with the Company during the past two years that would require disclosure under Item 404(a) of Regulation S-K.

 

Ms. Yang and Mr. Xu have each entered into independent director agreements (the “Offer Letters”) with the Company, which sets their annual compensation at $15,000 each and establishes other terms and conditions governing their service on the Company’s Board. The Offer Letters are qualified in their entirety by reference to the complete text of the agreements, which are filed hereto as Exhibits 10.1 and 10.2.

 

 
 

 

Appointment of Long Yi as Director

 

Mr. Long Yi, age 37, the Company’s Chief Financial Officer and Secretary, was appointed to serve as a director on the Board effective June 12, 2015. Mr. Yi has served as the Company’s Chief Financial Officer and Secretary since January 1, 2013. During that time, Mr. Yi also served as the Company’s acting Chief Executive Officer from August 21, 2014 until December 29, 2014. Prior to joining the Company, Mr. Yi was the senior financial manager at Sutor Technology Group Ltd. (Nasdaq: SUTR) from 2008 until 2012. From 2006 until 2008, Mr. Yi served as an accounting manager at Forterra Inc. in Canada. Mr. Yi received a bachelor’s degree in accounting from Northeastern University, a master’s degree in accounting and finance from University of Rotterdam, and a graduate diploma in accounting from McGill University.

 

Mr. Yi does not have a family relationship with any director or executive officer of the Company and has not been involved in any transaction with the Company during the past two years that would require disclosure under Item 404(a) of Regulation S-K.

 

Item 9.01Financial Statements and Exhibits.

 

       (d) Exhibits

 

Exhibit

No.Description

 

10.1Director Offer Letter, dated June 12, 2015, by and between the Company and Qinyan Yang.

 

10.2Director Offer Letter, dated June 12, 2015, by and between the Company and Bo Xu.

  

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  CHINA COMMERCIAL CREDIT, INC.  
       
Date: June 18, 2015 By: /s/ Long Yi  
  Name:  Long Yi  
  Title:  Chief Financial Officer  

 

 
 

 

EXHIBITS

 

Exhibit

No.Description

 

10.1Director Offer Letter, dated June 12, 2015, by and between the Company and Qinyan Yang.

 

10.2Director Offer Letter, dated June 12, 2015, by and between the Company and Bo Xu. 

 

 

EX-10.1 2 f8k06122015ex10i_chinacom.htm DIRECTOR OFFER LETTER, DATED JUNE 12, 2015, BY AND BETWEEN THE COMPANY AND QINYAN YANG.

Exhibit 10.1

 

CHINA COMMERCIAL CREDIT, INC.

No. 1688, Yunli road, Tongli

Wujiang, Jiangsu Province

People’s Republic of China

(86-0512) 6396-0022

 

            June 12, 2015

Ms. Qinyan Yang

Room 1801, Unit 2, Building 10

No. 2 Taiyanggong

Chaoyang District, Beijing 100121

P.R. China

 

Re: Director Offer Letter

 

Dear Ms. Yang,

 

China Commercial Credit, Inc., a Delaware corporation (the “Company”), is pleased to offer you a position as of member of its Board of Directors (the “Board”).  We believe your background and experience will be a significant asset to the Company and we look forward to your participation on the Board. Should you choose to accept this position as a member of the Board, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company.

 

1.           Term.  This Agreement is effective upon your acceptance and signature below. Your term as director shall continue subject to the provisions in Section 9 below or until your successor is duly elected and qualified.  The position shall be up for re-election each year at the annual shareholder’s meeting and upon re-election, the terms and provisions of this Agreement shall remain in full force and effect.

 

2.           Services.  You shall render services as a member of the Board and the Board’s committees set forth on Schedule A attached hereto (hereinafter your “Duties”). During the term of this Agreement, you shall attend and participate in such number of meetings of the Board and of the committee(s) of which you are a member as regularly or specially called. You may attend and participate at each such meeting via teleconference, video conference or in person. You shall consult with the other members of the Board and committee(s) as necessary via telephone, electronic mail or other forms of correspondence.

 

3.           Compensation.  As compensation for your services to the Company, you will receive $15,000 in cash per year for serving on the Board. The cash compensation shall be paid to you quarterly in arrears as determined by the Company.

 

You shall be reimbursed for reasonable and approved expenses incurred by you in connection with the performance of your Duties

 

4.           D&O Insurance Policy. During the term under this Agreement, the Company shall include you as an insured under its officers and directors insurance policy, which the Company shall use its best effort to maintain at a minimum coverage of $3 million.

 
 

 

5.           No Assignment.  Because of the personal nature of the services to be rendered by you, this Agreement may not be assigned by you without the prior written consent of the Company.

 

6.           Confidential Information; Non-Disclosure.  In consideration of your access to certain Confidential Information (as defined below) of the Company, in connection with your business relationship with the Company, you hereby represent and agree as follows:

 

a.           Definition.  For purposes of this Agreement the term “Confidential Information” means:

 

i.           Any information which the Company possesses that has been created, discovered or developed by or for the Company, and which has or could have commercial value or utility in the business in which the Company is engaged; or

 

ii.           Any information which is related to the business of the Company and is generally not known by non-Company personnel.

 

iii.           Confidential Information includes, without limitation, trade secrets and any information concerning services provided by the Company, concepts, ideas, improvements, techniques, methods, research, data, know-how, software, formats, marketing plans, and analyses, business plans and analyses, strategies, forecasts, customer and supplier identities, characteristics and agreements.

 

b.           Exclusions.  Notwithstanding the foregoing, the term Confidential Information shall not include:

 

i.           Any information which becomes generally available to the public other than as a result of a breach of the confidentiality portions of this Agreement, or any other agreement requiring confidentiality between the Company and you;

 

ii.           Information received from a third party in rightful possession of such information who is not restricted from disclosing such information; and

 

iii.           Information known by you prior to receipt of such information from the Company, which prior knowledge can be documented.

 

c.           Documents. You agree that, without the express written consent of the Company, you will not remove from the Company's premises, any notes, formulas, programs, data, records, machines or any other documents or items which in any manner contain or constitute Confidential Information, nor will you make reproductions or copies of same.  You shall promptly return any such documents or items, along with any reproductions or copies, to the Company upon the earliest of Company's demand, termination of this Agreement, or your termination or Resignation, as defined in Section 9 herein.

 

d.           Confidentiality.  You agree that you will hold in trust and confidence all Confidential Information and will not disclose to others, directly or indirectly, any Confidential Information or anything relating to such information without the prior written consent of the Company, except as maybe necessary in the course of your business relationship with the Company.  You further agree that you will not use any Confidential Information without the prior written consent of the Company, except as may be necessary in the course of your business relationship with the Company, and that the provisions of this paragraph (d) shall survive termination of this Agreement.

 

2
 

 

e.           Ownership.  You agree that Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights, and all other intellectual and industrial property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by you during the term of this Agreement and that arise out of your Duties (collectively, “Inventions”) and you will promptly disclose and provide all Inventions to the Company. You agree to assist the Company, at its expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights assigned.

 

7.           Non-Competition. You agree and undertake that you will not, so long as you are a member of the Board and for a period of 12 months following termination of this Agreement for whatever reason, directly or indirectly as owner, partner, joint venturer, stockholder, employee, broker, agent principal, corporate officer, director, licensor or in any other capacity whatsoever, engage in, become financially interested in, be employed by, or have any connection with any business or venture that is engaged in any activities involving services or products which compete, directly or indirectly, with the services or products provided or proposed to be provided by the Company or its subsidiaries or affiliates; provided, however, that you may own securities of any public corporation which is engaged in such business but in an amount not to exceed at any one time, one percent of any class of stock or securities of such company, so long as you has no active role in the publicly owned company as director, employee, consultant or otherwise.

 

8.            Non-Solicitation.   So long as you are a member of the Board and for a period of 12 months thereafter, you shall not directly or indirectly solicit for employment any individual who was an employee of the Company during your tenure.

 

9.            Termination and Resignation.  Your membership on the Board may be terminated for any or no reason by a vote of the stockholders holding at least a majority of the shares of the Company’s issued and outstanding shares entitled to vote. Your membership on the Board or on a Board committee may be terminated for any or no reason by a majority of the Board at any time, if you have been declared incompetent by an order of a court of competent jurisdiction or convicted of a felony. You may also terminate your membership on the Board or on a committee for any or no reason by delivering your written notice of resignation to the Company (“Resignation”), and such Resignation shall be effective upon the time specified therein or, if no time is specified, upon receipt of the notice of resignation by the Company. Upon the effective date of the termination or Resignation, your right to compensation hereunder will terminate subject to the Company's obligations to pay you any compensation (including the vested portion of the Shares) that you have already earned and to reimburse you for approved expenses already incurred in connection with your performance of your Duties as of the effective date of such termination or Resignation. Any Shares that have not vested as of the effective date of such termination or Resignation shall be forfeited and cancelled.

 

10.           Governing Law.  All questions with respect to the construction and/or enforcement of this Agreement, and the rights and obligations of the parties hereunder, shall be determined in accordance with the law of the State of New York applicable to agreements made and to be performed entirely in the State of New York.

 

11.           Entire Agreement; Amendment; Waiver; Counterparts.  This Agreement expresses the entire understanding with respect to the subject matter hereof and supersedes and terminates any prior oral or written agreements with respect to the subject matter hereof.  Any term of this Agreement may be amended and observance of any term of this Agreement may be waived only with the written consent of the parties hereto.  Waiver of any term or condition of this Agreement by any party shall not be construed as a waiver of any subsequent breach or failure of the same term or condition or waiver of any other term or condition of this Agreement.  The failure of any party at any time to require performance by any other party of any provision of this Agreement shall not affect the right of any such party to require future performance of such provision or any other provision of this Agreement.  This Agreement may be executed in separate counterparts each of which will be an original and all of which taken together will constitute one and the same agreement, and may be executed using facsimiles of signatures, and a facsimile of a signature shall be deemed to be the same, and equally enforceable, as an original of such signature.

 

3
 

 

12.       Indemnification.  The Company shall, to the maximum extent provided under applicable law, indemnify and hold you harmless from and against any expenses, including reasonable attorney’s fees, judgments, fines, settlements and other legally permissible amounts (“Losses”), incurred in connection with any proceeding arising out of, or related to, your performance of your Duties, other than any such Losses incurred as a result of your negligence or willful misconduct.  The Company shall advance to you any expenses, including reasonable attorneys’ fees and costs of settlement, incurred in defending any such proceeding to the maximum extent permitted by applicable law.  Such costs and expenses incurred by you in defense of any such proceeding shall be paid by the Company in advance of the final disposition of such proceeding promptly upon receipt by the Company of (a) written request for payment; (b) appropriate documentation evidencing the incurrence, amount and nature of the costs and expenses for which payment is being sought; and (c) an undertaking adequate under applicable law made by or on your behalf to repay the amounts so advanced if it shall ultimately be determined pursuant to any non-appealable judgment or settlement that you are not entitled to be indemnified by the Company.

 

13.       Not an Employment Agreement.   This Agreement is not an employment agreement, and shall not be construed or interpreted to create any right for you to continue employment with the Company.

 

14.       Acknowledgement.   You accept this Agreement subject to all the terms and provisions of this Agreement. You agree to accept as binding, conclusive, and final all decisions or interpretations of the Board of Directors of the Company of any questions arising under this Agreement.

 

The Agreement has been executed and delivered by the undersigned and is made effective as of the date set first set forth above.

 

 

  Sincerely,    
         
  CHINA COMMERCIAL CREDIT, INC.  
         
         
  By: /s/ Jingen  Ling  
    Name: Jingen Ling  
    Title: Chief Executive Officer  

 

 

AGREED AND ACCEPTED:

 

 

/s/ Qinyan Yang

Qinyan Yang

 

4
 

 

Schedule A

 

The director is offered to serve on the following Board committee(s):

  

 

  Audit Committee
 

Nominating and Governance Committee

Compensation Committee

 

5

 

 

EX-10.2 3 f8k06122015ex10ii_chinacom.htm DIRECTOR OFFER LETTER, DATED JUNE 12, 2015, BY AND BETWEEN THE COMPANY AND BO XU.

Exhibit 10.2

 

CHINA COMMERCIAL CREDIT, INC.

No. 1688, Yunli road, Tongli

Wujiang, Jiangsu Province

People’s Republic of China

(86-0512) 6396-0022

 

            June 12, 2015

Mr. Bo Xu

CIMIC Building 1115 – Room 1116

No. 800 Shangcheng Road

Pudong, Shanghai

P.R. China

 

Re: Director Offer Letter

 

Dear Mr. Xu,

 

China Commercial Credit, Inc., a Delaware corporation (the “Company”), is pleased to offer you a position as of member of its Board of Directors (the “Board”).  We believe your background and experience will be a significant asset to the Company and we look forward to your participation on the Board. Should you choose to accept this position as a member of the Board, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company.

 

1.           Term.  This Agreement is effective as of the closing of the Company’s initial public offering. Your term as director shall continue subject to the provisions in Section 9 below or until your successor is duly elected and qualified.  The position shall be up for re-election each year at the annual shareholder’s meeting and upon re-election, the terms and provisions of this Agreement shall remain in full force and effect.

 

2.           Services.  You shall render services as a member of the Board and the Board’s committees set forth on Schedule A attached hereto (hereinafter your “Duties”). During the term of this Agreement, you shall attend and participate in such number of meetings of the Board and of the committee(s) of which you are a member as regularly or specially called. You may attend and participate at each such meeting via teleconference, video conference or in person. You shall consult with the other members of the Board and committee(s) as necessary via telephone, electronic mail or other forms of correspondence.

 

3.           Compensation.  As compensation for your services to the Company, you will receive $15,000 in cash per year for serving on the Board. The cash compensation shall be paid to you quarterly in arrears as determined by the Company.

 

You shall be reimbursed for reasonable and approved expenses incurred by you in connection with the performance of your Duties

 

4.           D&O Insurance Policy. During the term under this Agreement, the Company shall include you as an insured under its officers and directors insurance policy, which the Company shall use its best effort to maintain at a minimum coverage of $3 million.

 

 
 

 

5.           No Assignment.  Because of the personal nature of the services to be rendered by you, this Agreement may not be assigned by you without the prior written consent of the Company.

 

6.           Confidential Information; Non-Disclosure.  In consideration of your access to certain Confidential Information (as defined below) of the Company, in connection with your business relationship with the Company, you hereby represent and agree as follows:

 

a.           Definition.  For purposes of this Agreement the term “Confidential Information” means:

 

i.           Any information which the Company possesses that has been created, discovered or developed by or for the Company, and which has or could have commercial value or utility in the business in which the Company is engaged; or

 

ii.           Any information which is related to the business of the Company and is generally not known by non-Company personnel.

 

iii.           Confidential Information includes, without limitation, trade secrets and any information concerning services provided by the Company, concepts, ideas, improvements, techniques, methods, research, data, know-how, software, formats, marketing plans, and analyses, business plans and analyses, strategies, forecasts, customer and supplier identities, characteristics and agreements.

 

b.           Exclusions.  Notwithstanding the foregoing, the term Confidential Information shall not include:

 

i.           Any information which becomes generally available to the public other than as a result of a breach of the confidentiality portions of this Agreement, or any other agreement requiring confidentiality between the Company and you;

 

ii.           Information received from a third party in rightful possession of such information who is not restricted from disclosing such information; and

 

iii.          Information known by you prior to receipt of such information from the Company, which prior knowledge can be documented.

 

c.           Documents. You agree that, without the express written consent of the Company, you will not remove from the Company's premises, any notes, formulas, programs, data, records, machines or any other documents or items which in any manner contain or constitute Confidential Information, nor will you make reproductions or copies of same.  You shall promptly return any such documents or items, along with any reproductions or copies, to the Company upon the earliest of Company's demand, termination of this Agreement, or your termination or Resignation, as defined in Section 9 herein.

 

d.           Confidentiality.  You agree that you will hold in trust and confidence all Confidential Information and will not disclose to others, directly or indirectly, any Confidential Information or anything relating to such information without the prior written consent of the Company, except as maybe necessary in the course of your business relationship with the Company.  You further agree that you will not use any Confidential Information without the prior written consent of the Company, except as may be necessary in the course of your business relationship with the Company, and that the provisions of this paragraph (d) shall survive termination of this Agreement.

 

2
 

 

e.           Ownership.  You agree that Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights, and all other intellectual and industrial property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by you during the term of this Agreement and that arise out of your Duties (collectively, “Inventions”) and you will promptly disclose and provide all Inventions to the Company. You agree to assist the Company, at its expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights assigned.

 

7.           Non-Competition. You agree and undertake that you will not, so long as you are a member of the Board and for a period of 12 months following termination of this Agreement for whatever reason, directly or indirectly as owner, partner, joint venturer, stockholder, employee, broker, agent principal, corporate officer, director, licensor or in any other capacity whatsoever, engage in, become financially interested in, be employed by, or have any connection with any business or venture that is engaged in any activities involving services or products which compete, directly or indirectly, with the services or products provided or proposed to be provided by the Company or its subsidiaries or affiliates; provided, however, that you may own securities of any public corporation which is engaged in such business but in an amount not to exceed at any one time, one percent of any class of stock or securities of such company, so long as you has no active role in the publicly owned company as director, employee, consultant or otherwise.

 

8.            Non-Solicitation.   So long as you are a member of the Board and for a period of 12 months thereafter, you shall not directly or indirectly solicit for employment any individual who was an employee of the Company during your tenure.

 

9.            Termination and Resignation.  Your membership on the Board may be terminated for any or no reason by a vote of the stockholders holding at least a majority of the shares of the Company’s issued and outstanding shares entitled to vote. Your membership on the Board or on a Board committee may be terminated for any or no reason by a majority of the Board at any time, if you have been declared incompetent by an order of a court of competent jurisdiction or convicted of a felony. You may also terminate your membership on the Board or on a committee for any or no reason by delivering your written notice of resignation to the Company (“Resignation”), and such Resignation shall be effective upon the time specified therein or, if no time is specified, upon receipt of the notice of resignation by the Company. Upon the effective date of the termination or Resignation, your right to compensation hereunder will terminate subject to the Company's obligations to pay you any compensation (including the vested portion of the Shares) that you have already earned and to reimburse you for approved expenses already incurred in connection with your performance of your Duties as of the effective date of such termination or Resignation. Any Shares that have not vested as of the effective date of such termination or Resignation shall be forfeited and cancelled.

 

10.           Governing Law.  All questions with respect to the construction and/or enforcement of this Agreement, and the rights and obligations of the parties hereunder, shall be determined in accordance with the law of the State of New York applicable to agreements made and to be performed entirely in the State of New York.

 

11.           Entire Agreement; Amendment; Waiver; Counterparts.  This Agreement expresses the entire understanding with respect to the subject matter hereof and supersedes and terminates any prior oral or written agreements with respect to the subject matter hereof.  Any term of this Agreement may be amended and observance of any term of this Agreement may be waived only with the written consent of the parties hereto.  Waiver of any term or condition of this Agreement by any party shall not be construed as a waiver of any subsequent breach or failure of the same term or condition or waiver of any other term or condition of this Agreement.  The failure of any party at any time to require performance by any other party of any provision of this Agreement shall not affect the right of any such party to require future performance of such provision or any other provision of this Agreement.  This Agreement may be executed in separate counterparts each of which will be an original and all of which taken together will constitute one and the same agreement, and may be executed using facsimiles of signatures, and a facsimile of a signature shall be deemed to be the same, and equally enforceable, as an original of such signature.

 

3
 

 

12.       Indemnification.  The Company shall, to the maximum extent provided under applicable law, indemnify and hold you harmless from and against any expenses, including reasonable attorney’s fees, judgments, fines, settlements and other legally permissible amounts (“Losses”), incurred in connection with any proceeding arising out of, or related to, your performance of your Duties, other than any such Losses incurred as a result of your negligence or willful misconduct.  The Company shall advance to you any expenses, including reasonable attorneys’ fees and costs of settlement, incurred in defending any such proceeding to the maximum extent permitted by applicable law.  Such costs and expenses incurred by you in defense of any such proceeding shall be paid by the Company in advance of the final disposition of such proceeding promptly upon receipt by the Company of (a) written request for payment; (b) appropriate documentation evidencing the incurrence, amount and nature of the costs and expenses for which payment is being sought; and (c) an undertaking adequate under applicable law made by or on your behalf to repay the amounts so advanced if it shall ultimately be determined pursuant to any non-appealable judgment or settlement that you are not entitled to be indemnified by the Company.

 

13.       Not an Employment Agreement.   This Agreement is not an employment agreement, and shall not be construed or interpreted to create any right for you to continue employment with the Company.

 

14.       Acknowledgement.   You accept this Agreement subject to all the terms and provisions of this Agreement. You agree to accept as binding, conclusive, and final all decisions or interpretations of the Board of Directors of the Company of any questions arising under this Agreement.

 

The Agreement has been executed and delivered by the undersigned and is made effective as of the date set first set forth above.

 

 

  Sincerely,    
         
  CHINA COMMERCIAL CREDIT, INC.  
         
         
  By: /s/ Jingen  Ling  
    Name: Jingen Ling  
    Title: Chief Executive Officer  

 

 

AGREED AND ACCEPTED:

 

 

/s/ Bo Xu

Bo Xu

 

4
 

 

Schedule A

 

The director is offered to serve on the following Board committee(s):

  

 

  Audit Committee
 

Nominating and Governance Committee

Compensation Committee

 

5