Exhibit 4.5


 


Employment
Contract – Zhili Wang


  


BETWEEN:  Shandong
Taiying Technology Co., Ltd., a company legally incorporated under the laws of People’s Republic of China, having a
mailing address at No.1366, Zhongtianmen Street, High-tech Zone, Tai’an City, acting and represented herein by Mr.
Zhili Wang, Legal Representative, declaring duly authorized, (hereinafter called the "COMPANY")


 


AND:  Mr.
Zhili Wang, residing at Room 212, No.11 Building, No.11 of Shanshi North Street, Lixia Distritc, Ji’nan City, (hereinafter
called the “EMPLOYEE”)


 


(COMPANY
and EMPLOYEE hereinafter collectively called “Parties”)


 


WHEREAS:


 


COMPANY
requires the services of EMPLOYEE as Chief Executive Officer (CEO);


 


EMPLOYEE
agreed to provide COMPANY his full-time services as CEO; the Parties wish to confirm their agreement in writing;


 


The
Parties have the capacity and quality of exercise all the rights necessary for the conclusion and implementation of the agreement
found in this Contract;


 


THEREFORE
THE FOREGOING, THE PARTIES AGREE AS FOLLOWS:


 


1.
EMPLOYMENT


 


EMPLOYEE
agrees to assume full-time for COMPANY (minimum of forty (40) hours per week) the role of CEO during the entire duration of the
Contract;


 


2.
TERM


 


This
Contract is for an initial term of 36 months, namely from March 1, 2017 to February
29,2029, renewable for an additional period of 24 months unless either party terminates it in writing at least sixty
(60) days before the expiration of the initial term;


 



     

     


    




 


3.
RESPONSIBILITIES


 


EMPLOYEE
agrees and undertakes to COMPANY to the following: The services must be made full time in a professional manner, according to
the rules generally accepted by industry.


 


3.1
Shall be subject to regulatory oversight of the Board, in representation of the COMPANY and take overall responsibility for the
operational management and financial management of the COMPANY, to ensure the safety of operation, effective management and the
preservation and appreciation of assets.


 


3.2
Shall be strictly compliance with laws, regulations and financial and accounting system, drafting plans on the establishment of
the COMPANY’s internal management departments and basic management system of the COMPANY.


 


3.3
Unless agreed by the Board, shall not make change to the legal representative, company name, business scope of the COMPANY.


 


3.4
Unless agreed by the Board, shall not dispose the property of the COMPANY, including but not limited to transfer, selling off,
mortgaging, pledge, leasing or giving out.


 


3.5
If the COMPANY needs to ask for a loan, consent of the Board shall be made.


 


3.6
Shall not provide external guarantee in the name of the COMPANY.


 


3.7
Shall regularly submit factual financial reports to the Board.


 


3.8
Deciding on the hiring or dismissing of the persons-in-charge other than those who shall be decided by the Board.


 


3.9
Performing other responsibility granted by the articles of association or the Board.


 


4.
CONSIDERATION


 


4.1
Service Awards


 


In
consideration of the provision of services, COMPANY to pay EMPLOYEE, as compensation;


 


The
gross amount of RMB 1,800,000 annually calculated at the rate of twelve (12) equal monthly installments consecutively of
RMB 150,000 each month.


 






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4.2
Expenditure incurred


 


COMPANY
will reimburse EMPLOYEE all reasonable expenses incurred in connection with this Contract, upon presentation of appropriate documentation.
The date of reimburse EMPLOYEE shall be 20th of each month.


 


4.3
Bonus


 


Executive
will be eligible to receive an annual bonus with a target payout up to 150% of the Base Salary (the “Target Bonus”),
subject to achieving Company and individual performance goals established by the Compensation Committee in consultation with the
Executive. The Compensation Committee shall have the sole discretion to determine whether Executive is entitled to any such bonus
and to determine the amount of any such bonus. Such bonus will be pro-rated for partial year of service.


 


5.
COMMITMENT TO CONFIDENTIALITY AND NONDISCLOSURE


 


EMPLOYEE
recognizes that certain disclosures to be provided by COMPANY have or may have considerable strategic importance, and therefore
represent trade secrets for purposes of this Contract. During the term of this Contract and for a period of 36 months following
the end of it, EMPLOYEE is committed to COMPANY to:


 


a)
       keep confidential and not disclose the information;


 


b)
      take and implement all appropriate measures to protect the confidentiality of the information;


 


c)
       not disclose, transmit, exploit or otherwise use for its own account or for others,
elements of information;


 


6.
EXCLUSIVITY OF SERVICE PROVIDER


 


During
the term of this Contract and for a period of 24 months following the end of it, EMPLOYEE is committed to COMPANY not render services
to or for direct or indirect competitors of COMPANY.


 


7.
TERMINATION OF CONTRACT


 


Either
party may terminate this Contract at any time, upon presentation of a sixty (60) days notice given to the other party.


 






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8.
GENERAL PROVISIONS


 


Unless
specific provision to the contrary in this Contract, the following provisions apply. 


 


8.1
Force Majeure


 


Neither
party can be considered in default under this Contract if the performance of its obligations in whole or in part is delayed or
prevented by following a force majeure situation. Force majeure is an external event, unforeseeable, irresistible and it absolutely
impossible to fulfill an obligation.


 


8.2
Severability


 


The
possible illegality or invalidity of an article, a paragraph or provision (or part of an article, a paragraph or provision) does
not in any way affect the legality of other items, paragraphs or provisions of this Contract, nor the rest of this article, this
paragraph or provision unless a contrary intention is evident in the text.


 


8.3
Entire Contract


 


This
Contract contains and represents the entire agreement of COMPANY and EMPLOYEE and supersedes all prior agreements, representations
or understandings, oral or written, express or implied with respect to the subject matter hereof.


 


8.4
Notices


 


Any
notice to a party is deemed to have been validly given if in writing and sent by registered or certified mail, by bailiff or by
courier to such party at the address listed at the beginning of this Contract or any other address that the party may indicate
a similar notice to another party. A copy of any notice sent by mail must be sent by one mode of delivery mentioned above.


 


8.5
No Waiver


 


The
inertia, neglect or delay by any party to exercise any right or remedy under this Contract shall in no way be construed as a waiver
of such right or remedy.


 


8.6
Contract Amendment


 


This
Contract may be amended only by a writing signed by all Parties. 


 






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9.
APPLICABLE LAWS AND ELECTION OF DOMICILE


 


This
Contract is subject to the laws of the People’s Republic of China. The Parties agree to elect domicile in the judicial
district of Taian City, Shandong Province, China, and chose it as the appropriate district to hear any claim arising from the
interpretation, application, and performance, the entry into force, validity and effect of this Contract.


 


10.
CURRENCIES


 


All
sums of money under this Contract refer to Chinese currency.


 


11.
EFFECTIVENESS AND COPIES


 


This
Contract will come into force upon signature and seal by both Parties. This Contract is made in duplicate and both are of equally
binding force. The COMPANY and the EMPLOYEE each holds one copy.


  


	Shandong
    Taiying Technology Co., Ltd. 	 	 
	(Seal) 	 	 
	 	 	 
	/s/
    Gary Wang 	 	 
	(Signature)	 	 





 


 


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