Exhibit 10.3





PHOENIX
CARS, LLC OFFER OF EMPLOYMENTMarch 16, 2022Lance Zhou Director & CEODear Mr. Zhou,We are very excited that you will be joining Phoenix
Cars LLC, a California Limited Liability Company (the "Company"), as Director & CEO repo1ting to the Chairman of the Board. Yow-
start date will be la1c· h 21, 2022 or another mutually agreed upon date (tbe "Effective Date"). 11ris letter will confirm the
terms of your employment.At-Wm Employment Employment with the Company is employment at-will. Employment at-will may be terminated with
or without cause and with oi- without notice at any time a:t the will of either you or the Company. Terms and conditions of employment
with the Company may be modified at the sole discretion of the Company wltb or without cause and with or without notice. Other than the
Company CEO/Chairman, no one has the authority to make any agreement for employment other than for employment at-will or to make any
agreement limiting the Company's discretion to morufy the terms and conditions of employment. Only the CEO/Chairman has the autho1ity
to make any such agreement and then only in writing and signed by the CEO/Chairman and the respective employee. No implied contract concerning
any employment-related decision or term, or condition of employment can be established by any other statement, conduct, policy, or practice.Position
and Duties You shall serve i_n the position of Director & CEO of the Company and shall perform all the duties assigned by the Chairman
of the Board. Your position, job description, salary, duties and responsibilities may be modified from time to time in the sole ruscretion
of the Company. You agree to strictly adhere to all of the rules and regulations of the Company as may be set forth in any Employee Manual
or published policies of the Company now or in the future, inclurung all amendmentS to the Manual which may be made in the future in
the Company's sole discretion (as published or amended from time to time, the "Manual").No Other Employment You agree to devote your
full bu s iness time, attention, and best efforts to the business of the Company during rhe employment relationship. The Company's normal
business hours are from 8:00 a.m. lo 5:00 p.m. PST, Monday through Friday.Phoenix Car.; LLC. 1500 Lakeview Loop, Anaheim, CA 92807 USA
Company Confidential I 






     


     


    




 Page 2Compensation of Employee(a) Salary-
The Company shall pay you, and you agree to accept from the Company in payment for your services to the Company, a salary of $200,000.00
per year (the "Yearly Salary"), payable in equal bi-monthly installments on regular dates established by the Company, subject to ap plicable
tax withholding requirements. Any proposed increase of your salary, compensation or benefits must be approved by the Chairman.(b) Incentive
Performance Bonus - Upon completion of a successful IPO, you wiU receive an incentive bonus of 700,000 RSU shares*, subject to the approval
of the Board and in accordance with tbe existing policies and plans of the Company governing the vesting practices. You will also be
eligible to receive additional bonus incentive issue in RSU based on the Company's performance and your individual KPI performance. To
incentivize you to remain employed with the Company, you must be employed on the date any bonus is paid in order to earn the bonus.(c)
Stock Option - Subject to the approval of lhe Board and in accordance with the existing policies and plans of the Company governing the
vesting practices, you will be granted one million a11d four bundred thousand (1,400,000) shares• of stock options of Phoenix Motor
Inc's Common Stock.*Note: The number of RSU and Stock Options to be granted stated abo"e are ye:ir 2021 origin11l common shares prior
to upcoming anddpated year 2022 4:1 re,·erse split.(d) PTO & Holidays - 3 weeks (15 days) Paid Time off (PTO) , accmed on
a monthly basis for each full monlh of employment. PTO may be applied to vacations, sick days, doctor visits, or other personal leaves
and time off as you may choose, not to exceed your total accrual. Prior supervisot approval should be obtaLued whenever possible, emergency
situations notwithstanding. Standard company holidays are established by Company management during the first few weeks of each year.
For the current year (2022) the Company currently recognizes nine (9) fixed holidays and one floating holiday. A list of approved holidays
is included as an addendum to the employee handbook which will be provided by the Human Resources Departmenl(e) Insurance - Effective
the first day of the month fo!Jowing 30 days of employment, you will be eligible to participate in the Company healthcare benefit plan
which includes medical, dental and vision coverage for you aud your family. The Company pays 75% of the Gold 0/30 BlueShield of California
plan cost of employee and eligible Family member. 75% of the cost of coverage for you, as an employee and eligible family. The company
will also contribute 75% of life insurance coverage for you equivalent to your base annual wage rate, subject to coverage limitations
of the insurance carrier. Although you may be eligible for such benefits if they become available in the future, the Company does not
promise or represent that such benefits will in fact become available or that once made available they will be continued.(f) 401(k) Plan
- The Company offers a 401 K plan. You will be eligible to enter the plan at the beginning of the month following completion of 90 days
employment. There is no Company match for the plan at this time, but the Company may elect to make future contributions to the plan at
its so le discretion.Phoenix Cars LLC. 1500 Lakeview Loop, Anaheim. CA92807 USA Company Confidential






     


     


    




 Page 3(g) Em plo ee pen e - The ompany
will r imbursc you for pre-approved business xpenses (approved by the CEO/Chainn an, as provided within the guideli nes of the Company
s expense policy. All expen es hall be ubj ct to review and approval by yom direct repo1i and shall requir e rea onab le documentat ion.onfidential
lnformation and In ention ssignment Agreement During your employment with the Company, you may have access to certain confidential and
proprietary information. Your acceptance of this offer and commence ment of employment is contingent upon the execution and delivery
of the ompany's Confidential Information and In ntion ssignmeut Agreement (the ' onfidentiality Agreement ) to the Company prior to your
start date a copy of which has been enclo ed for your revie\ and execution.Go ern in a, This Agreement is made and hall be construed
and enforced in accordance with the laws of th State of alifomia. This Agreement and the E hibits uper ede and replace all pri r agreement
or under tandi.ng , oral or written between the Company and you, except for prior confidentiality agreements , if any. This Agreement
may not be modified except in writing signed both by the ompany EO and by you.ou acknowledge tha t, prior to igning this Agreement; you
have had an opportunity to seek the advic of independ en t coun el of our choke relating to the term of thi greement.This employment
offer will expir if not accepted wi hin five day of the document posted date. To accept the offer be£ re this expiration <lat
, you must ign and date this l tter in the space provided below and return it to me along with a igned and daled copy of the Confidentia
l ity Agreement. This letter together with the onfidcntiality greement constitutes and contains the entire agreement, and replaces any
and all prior discussions and agreemen t . This is an integrated agreement.Please sign and date this letter below confin ning your agreement
to all the foregoing.Xiaofeng Peng, Chai.rm ·r1· 0 ),y J accept the Company s offer of employment as tated in this letter
an d 1 agree that the mp\oyment relationship is terminable at wil l by either the Company or me.- ]j- -e ..,hZ <f'"Date: d. /jI Phoenix
Cars LLC. 1 500 L.n keview Loop, Anal1eim, CJ\ 92807 USA Company onfidcnti al