China Billion Resources : Service Agreement with Mr. Long Xiaobo

84b69913-4ae1-4d44-8e28-4bd75d6b3fe2.pdf

DATED 31 JULY 2015

China Billion Resources Limited

and

LONG XIAOBO

Service Agreement

I N D E X

Page

Parties 1

Recitals 1

Clause No.

1. Interpretation 1

2. Appointment. 3

3. Duties 3

1. Intentionally Deleted 4

2. Remuneration, Expenses and Benefits 4

3. Sick Leave Entitlements 5

4. Retirement Scheme Participation and Insurance 6

5. Holidays 6

6. Confidentiality 6

7. Copyright and Inventions 7

8. Restrictive Covenants 8

9. Termination 11

10. Effect of Tennination 12

11. Indemnity 12

12. Effect of Reconstruction 13

13. Share Dealings 13

17. Entire Agree1nent 13

1. Prior Agreements 13

2. Service of Notice etc 13

3. General 14

4. Proper Law and Forum 14

EXECUTION 16

THIS AGREEMENT is made on 31 July 2015

BETWEEN

1. China Billion Resources Limited, a company incorporated under the Companies Law, Cap 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands having its registered office at Cricket Square, Hutchins Drive, P. 0. Box 2681, Grand Cayman KYl -1111, Cayman Islands and its principal place of business at Room 2811, 28/F., China Merchants Tower, No. 168-200 Connaught Road, Central, Hong Kong ("Company"); and

   
   

2. LONG XIAOBO (Hong Kong Identity Card Holder Number: R430768(1)) of 504 Lianhuaercun Ba Dong, Futian District, Shenzhen, Guangdong Province, People's Republic of China ("Executive").

RECITAL

The Company has agreed to employ the Executive and the Executive has agreed to serve the Company as an executive director of the Company on the terms and conditions set out below.

NOW IT IS AGREED as follows:

1. INTERPRETATION

   
   

2. In this Agreement , unless the context otherwise requires, the following words and expressions shall have the following meanings ascribed to each of them respectively:

   
   

   "this Agreement"

   this Agreement as may from time to time be amended, modified or supplemented pursuant to Clause 17.2;

   
   

   "Associate(s)"

   shall have the meaning as defined in the Listing Rules;

   
   

   "Board"

   the board of directors of the Company from time to time;

   
   

   "Commencement Date"

   31 July 2015, or as soon as possible ;

   
   

   "Director Fee"

   the director fee payable to the Executive pursuant to Clause 5.1;

   
   

   "Employment Ordinance"

   the Employment Ordinance, Chapter 57 of the laws of Hong Kong;

   
   

   "Group"

   the Company and any company which is for the time being a subsidiary or an Associate of the Company (excluding, except in relation to Clause 11, the holding company of the Company and any Associate of such holding company if the Company has an attributable interest of less than 30 per cent. of the issued share capital of such Associate);

   
   

   "Hong Kong"

   the Hong Kong Special Administrative Region of the PRC;

   
   

   "Listing Rules"

   the Rules Governing the Listing of Securities on the Stock Exchange;

   
   

   "month"

   calendar month;

   
   

   "PRC"

   the People's Republic of China which for the purposes of this Agreement excludes Hong Kong, Macau and Taiwan;

   
   

   "Stock Exchange"

   The Stock Exchange of Hong Kong Limited;

   
   

   "subsidiary"

   shall have the meaning ascribed thereto in section 2 of Companies Ordinance, Chapter 32 of the Laws of Hong Kong;

   
   

   "Term"

   the period from the Commencement Date until its expiry or termination pursuant to Clause 2 or 12;

   
   

   "working day"

   Monday to Saturday, a Saturday being reckoned as a half working day, in each case except where such day falls on a statutory holiday;

   
   

   "year"

   
   

   calendar year; and

   
   

   "HK$"

   Hong Kong dollars, the lawful currency of Hong Kong.

   
   

3. In this Agreement:

   
   

4. references to Clauses and Sub-clauses in this Agreement are respectively to clauses and sub-clauses of this Agreement;

   
   

5. reference to any ordinance, regulation, rule (including any rule of the Listing Rules) or other statutory provision includes reference to such ordinance, regulation , rule or provision as may be modified, consolidated or re-enacted from time to time;