EXHIBIT 10.5


 


EMPLOYMENT AGREEMENT


 


This EMPLOYMENT AGREEMENT (the “agreement”)
is entered into as of October 26, 2013 by and between Pingtan Marine Enterprise Ltd., a company incorporated and existing under
the laws of the Cayman Islands (the “Company”) and Mr. Xinrong Zhuo (Passport Number No.D00159400), an individual
(the “Executive”).The term “Company” as used herein with respect to all obligations of the Executive
hereunder shall be deemed to include the Company and all of its direct or indirect subsidiaries and affiliated.


 


RECITALS


 


A. The Company desires to employ the Executive
and to assure itself of the services of the Executive during the term of Employment (as defined below).


 


B. The Executive desires to be employed
by the Company during the term of Employment and under the terms and conditions of this Agreement.


 


AGREEMENT


The parties hereto agree
as follows:


 


		1.	POSITION



 


The Executive hereby accepts a
position of the Chief Executive Officer (the “Employment”) of the Company.


 


		2.	TERM



 


Subject
to the terms and conditions of this Agreement, the initial term of the Employment shall be 3 years, commencing on August 26, 2013
(the “Effective Date”), until August 25, 2016, unless terminated earlier pursuant to the terms of this Agreement.


 


		3.	Salary



 


(a)
The Executive’s annual base salary is HK$312,000 (or other equivalent currency) to be paid on the fifth day of each
month during the term of the Employment. The Executive’s cash bonus shall be determined by the Board or the
Compensation Committee of the Board on a discretionary basis in accordance with the terms of the Company’s Memorandum
and Articles of Association.


 






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(b) Benefits. The Executive
is eligible for participation in any standard employee benefit plan of the Company that currently exists or may be adopted by the
Company in the future, but not limited to, any retirement plan, and travel holiday policy.


 


		4.	DUTIES AND RESPONSIBILITIES



 


The Executive’s duties
at the Company will include all jobs assigned by the Company’s Chief Executive Officer. If the Executive is the Chief Executive
Officer of the Company, the Executive’s duties will include all jobs assigned by the Board of Directors of the Company (the
“Board”).


 


The Executive shall devote
all of his/her working time, attention and skills to the performance of his/her duties at the Company and shall faithfully and
diligently serve the Company in accordance with this Agreement and the guidelines, policies and procedures of the Company approved
from time to time by the Board.


 


The Executive shall use his/her
best efforts to perform his/her duties hereunder. During the term of Employment the Executive shall not become an employee of any
entity, which competes with the business carried on by the Company (any such business or entity, a “Competitor"),
other than the Company and any subsidiary or affiliate of the Company, provided that nothing in this clause shall preclude the
Executive from holding less than 5% shares or other securities of any Competitor that is listed on any securities exchange or recognized
securities market anywhere.


 


		5.	NO BREACH OF CONTRACT



 


The
Executive hereby represents to the Company that: (i) the execution and delivery of this Agreement by the Executive and the performance
by the Executive of the Executive's duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any
other agreement to which the Executive is a party or otherwise bound, except for agreements that are required to be entered into
by and between the Executive and any member of the Group pursuant to applicable law of the jurisdiction where the Executive is
based, if any; (ii) that the Executive has no information, confidential information and trade secrets relating to any other person
or entity which would prevent, or be violated by, the Executive entering into this Agreement or carrying out his/her duties hereunder.


 


		6.	LOCATION



 


The Executive will be based
in Fuzhou City, China or any other location as requested by the Company during the term of this Agreement.


 






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		7.	TERMINATION OF THE AGREEMENT








 


		(a)	By the Company. The Company may terminate the
Employment for cause, at any time, without advance notice or remuneration, if (i) the Executive is convicted or pleads guilty
to a felony, (ii) the Executive has been negligent or acted dishonestly to the detriment of the Company, (iii) the Executive has
engaged in actions amounting to misconduct or failed to perform his/her duties hereunder and such failure continues after the
Executive is afforded a reasonable opportunity to cure such failure,(iv)the Executive has died, or (v)the Executive has a disability
which shall mean a physical or mental impairment which, as reasonably determined by the Board, renders the Executive unable to
perform the essential functions of his/her employment with the company, even with reasonable accommodation that does not impose
an undue hardship on the Company, for more than 180 days in any 12-month period, unless a longer period is required by applicable
law, in which case that longer period would apply.



 


In addition, the Company may
terminate the Employment without cause, at any time, upon one-month prior written notice to the Executive. Upon termination without
cause, the Company shall provide the Executive with severance payment in cash in an amount equal to three months of the Executive’s
base salary at the then current rate. Under such circumstance, the Executive agrees not to make any further claims for compensation
for loss of office, accrued remuneration, fees, wrongful dismissal or any other claim whatsoever against the Company or its subsidiaries
or the respective officers or employees of any of them.


 


		(b)	By the Executive. If there is a material and substantial
reduction in the Executive’s existing authority and responsibilities, the Executive may resign upon one-month prior written
notice to the Company. In addition, the Executive may resign prior to the expiration of the Agreement upon three-month prior written
notice to the Company.



 


		(c)	Notice of Termination. Any termination of the
Executive’s employment under this Agreement shall be communicated by written notice of termination from the terminating
party to the other party. The notice of termination shall indicate the specific provision(s) of this Agreement relied upon in
effecting the termination.



 


		8.	CONFIDENTIALITY AND NONDISCLOSURE



 


		(a)	Confidentiality and Non-disclosure. In the course
of the Executive’s services, the Executive may have access to the Company and/or the Company’s customer/supplier’s
and/or prospective customer/supplier’s trade secrets and confidential information, including but not limited to those embodied
in memoranda, manuals, letters or other documents, computer disks, tapes or other information storage devices, hardware, or other
media or vehicles, pertaining to the Company and/or the Company’s customer/supplier’s and/or prospective customer/supplier’s
business. All such trade secrets and confidential information are considered confidential. All materials containing any secrets
and confidential information are the property of the Company and/or the Company’s customer/supplier and/or prospective customer/supplier,
and shall be returned to the Company and/or the Company’s customer/supplier and/or prospective customer/supplier upon expiration
or earlier termination of this Agreement. The Executive shall not directly or indirectly disclose or use any such trade secret
or confidential information, except as required in the performance of the Executive’s duties in connection with the Employment,
or pursuant to applicable law.



 






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		(b)	Trade Secrets. During and after the Employment,
the Executive shall hold the Trade Secrets in strict confidence; the Executive shall not disclose these Trade Secrets to anyone
except other employees of the Company who have a need to know the Trade Secrets in connection with the Company’s business.
The Executive shall not use the Trade Secrets other than for the benefits of the Company.



 


"Trade
Secrets" means information deemed confidential by the Company, treated by the Company or which the Executive knows or ought
reasonably to have known to be confidential, and trade secrets, including without limitation designs, processes, pricing policies,
methods, inventions, conceptions, technology, technical data, financial information, corporate structure and know how, relating
to the business and affairs of the Company and its subsidiaries, affiliates and business associates, whether embodied in memoranda,
manuals, letters or other documents, computer disks, tapes or other information storage devices, hardware, or other media or vehicles.
Trade Secrets do not include information generally known or released to public domain through no fault of yours.


 


		(c)	Former Employer Information. The Executive agrees
that he or she has not and will not, during the term of his/her employment, (i) improperly use or disclose any proprietary information
or trade secrets of any former employer or other person or entity with which the Executive has an agreement or duty to keep in
confidence information acquired by Executive, if any, or (ii) bring into the premises of Company any document or confidential
or proprietary information belonging to such former employer, person or entity unless consented to in writing by such former employer,
person or entity. The Executive will indemnify the Company and hold it harmless from and against all claims, liabilities, damages
and expenses, including reasonable attorneys' fees and costs of suit, arising out of or in connection with any violation of the
foregoing.



 


		(d)	Third Party Information. The Executive recognizes
that the Company may have received, and in the future may receive, from third parties their confidential or proprietary information
subject to a duty on the Company's part to maintain the confidentiality of such information and to use it only for certain limited
purposes. The Executive agrees that the Executive owes the Company and such third parties, during the Executive's employment by
the Company and thereafter, a duty to hold all such confidential or proprietary information in the strictest confidence and not
to disclose it to any person or firm and to use it in a manner consistent with, and for the limited purposes permitted by, the
Company's agreement with such third party.



 






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This Section 8 shall survive the
termination of this Agreement for any reason. In the event the Executive breaches this Section 8, the Company shall have right
to seek remedies permissible under applicable law.


 


		9.	INVENTIONS



 


		(a)	Inventions Retained and Licensed. The Executive
doesn’t have any inventions, ideas, improvements, designs and discoveries, whether or not patentable and whether or not
reduced to practice, original works of authorship and trade secrets made or conceived by or belonging to the Executive (whether
made solely by the Executive or jointly with others) that (i) were developed by Executive prior to the Executive's employment
by the Company (collectively, "Prior Inventions"), (ii) relate to the Company' actual or proposed business, products
or research and development, and (iii) are not assigned to the Company hereunder; the Executive hereby acknowledges that, if in
the course of his/her service for the Company, the Executive incorporates into a Company product, process or machine a Prior Invention
owned by the Executive ,the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide
right and license (which may be freely transferred by the Company to any other person or entity) to make, have made, modify, use,
sell, sublicense and otherwise distribute, such Prior Invention as part of or in connection with such product, process or machine.



 


		(b)	Disclosure and Assignment of Inventions. The Executive
understands that the Company engages in research and development and other activities in connection with its business and that,
as an essential part of the Employment, the Executive is expected to make new contributions to and create inventions of value
for the Company.



 


From and after the Effective Date,
the Executive shall disclose in confidence to the Company all inventions, improvements, designs, original works of authorship,
formulas, processes, compositions of matter, computer software programs, databases, mask works and trade secrets (collectively,
the "Inventions'), which the Executive may solely or jointly conceive or develop or reduce to practice, or cause to
be conceived or developed or reduced to practice, during the period of the Executive's Employment at the Company. The Executive
acknowledges that copyrightable works prepared by the Executive within the scope of and during the period of the Executive's Employment
with the Company are “works for hire" and that the Company will be considered the author thereof. The Executive agrees
that all the Inventions shall be the sole and exclusive property of the Company and the Executive hereby assigns all his/her right,
title and interest in and to any and all of the Inventions to the Company or its successor in interest without further consideration.


 






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		(c)	Patent and Copyright Registration. The Executive
agrees to assist the Company in every proper way to obtain for the Company and enforce patents, copyrights, mask work rights,
trade secret rights, and other legal protection for the Inventions. The Executive will execute any documents that the Company
may reasonably request for use in obtaining or enforcing such patents, copyrights, mask work rights, trade secrets and other legal
protections. The Executive's obligations under this paragraph will continue beyond the termination of the Employment with the
Company, provided that the Company will reasonably compensate the Executive after such termination for time or expenses actually
spent by the Executive at the Company's request on such assistance, The Executive appoints the Secretary of the Company as the
Executive's attorney-in-fact to execute documents on the Executive's behalf for this purpose.



 


		(d)	Return of Confidential Material. In the event
of the Executive's termination of employment with the Company for any reason whatsoever, Executive agrees promptly to surrender
and deliver to the Company all records, materials, equipment, drawings, documents and data of any nature pertaining to any confidential
information or to his/her employment, and Executive will not retain or take with him or her any tangible materials or electronically
stored data, containing or pertaining to any confidential information that Executive may produce, acquire or obtain access to
during the course of his/her employment.



 


This Section 9 shall survive
the termination of this Agreement for any reason. In the event the Executive breaches this Section 9, the Company shall have right
to seek remedies permissible under applicable law.


 


		10.	NON-COMPETITION AND NON-SOLICITATION



 


In consideration of the compensation
provided to the Executive by the Company hereunder, the adequacy of which is hereby acknowledged by the parties hereto, the Executive
agrees that during the term of the Employment and for a period of two years following the termination of the Employment for whatever
reason:


 


		(a)	the Executive will not assume employment with or provide
services as a director for any Competitor,



 


		(b)	unless expressly consented to by the Company, the Executive
will not seek directly or indirectly, by the offer of alternative employment or other inducement whatsoever, to solicit the services
of any employee of the Company employed as at or after the date of such termination, or in the year preceding such termination.



 






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The provisions contained in
Section 10 are considered reasonable by the Executive and the Company. In the event that any such provisions should be found to
be void under applicable laws but would be valid if some part thereof was deleted or the period or area of application reduced,
such provisions shall apply with such modification as may be necessary to make them valid and effective.


 


This Section
10 shall survive the termination of this Agreement for any reason. In the event the Executive breaches this Section 10, the Executive
acknowledges that there will be no adequate remedy at law, and the Company shall be entitled to injunctive relief and/or a decree
for specific performance, and such other relief as may be proper (including monetary damages if appropriate).In any event, the
Company shall have right to seek all remedies permissible under applicable law,







 


		11.	WITHHOLDING TAXES



 


Notwithstanding
anything else herein to the contrary, the Company may withhold (or cause there to be withheld, as the case may be) from any amounts
otherwise due or payable under or pursuant to this Agreement such national, provincial, local or any other income, employment,
or other taxes as may be required to be withheld pursuant to any applicable law or regulation.


 


		12.	ASSIGNMENT



 


This Agreement is personal in
its nature and neither of the parties hereto shall, without the consent of the other, assign or transfer this Agreement or any
rights or obligations hereunder; provided, however, that (i) the Company may assign or transfer this Agreement or any rights or
obligations hereunder to any member of the Group without such consent, and(ii) in the event of a merger ,consolidation ,or transfer
or sale of all or substantially all of the assets of the Company with or to any other individual(s) or entity, this Agreement shall,
subject to the provisions hereof, be binding upon and inure to the benefit of such successor and such successor shall discharge
and perform all the promises, covenants, duties, and obligations of the Company hereunder.


 


		13.	SEVERABILITY



 


If any provision of this Agreement
or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of this Agreement
which can be given effect without the invalid provisions or applications and to this end the provisions of this Agreement are declared
to be severable.


 






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		14.	ENTIRE AGREEMENT








 


This Agreement constitutes the
entire agreement and understanding, between the Executive and the Company regarding the terms of the Employment and supersedes
all prior or contemporaneous oral or written agreements concerning such subject matter. The Executive acknowledges that he has
not entered into this Agreement in reliance upon any representation, warranty or undertaking which is not set forth in this Agreement.
Any amendment to this Agreement must be in writing and signed by the Executive and the Company.


 


		15.	GOVERNING LAW



 


This
Agreement shall be governed by and construed in accordance with the PRC laws.


 


		16.	AMENDMENT



 


This Agreement may not be amended,
modified or changed (in whole or in part), except by a formal, definitive written agreement expressly referring to this Agreement,
which agreement is executed by both of the parties hereto.


 


		17.	WAIVER



 


Neither the failure nor any delay
on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof.
Nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the
same or of any right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to
any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver
shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.


 


		18.	NOTICES



 


All notices,
requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed to
have been duly given and made if (i) delivered by hand, (ii) otherwise delivered against receipt therefore, (iii) sent by a recognized
courier with next-day or second-day delivery to the last known address of the other party; or (iv) sent by e-mail with confirmation
of receipt.


 


		19.	COUNTERPARTS



 


This Agreement may be executed
in counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which
together shall constitute one and the same instrument.


 






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		20.	NO INTERPRETATION AGAINST DRAFTER



 


Each party
recognizes that this Agreement is a legally binding contract and acknowledges that such party has had the opportunity to consult
with legal counsel of choice. In any construction of the terms of this Agreement, the same shall not be construed against either
party on the basis of that party being the drafter of such terms.


  






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In WITNESS
WHEREOF, this Agreement has been executed as of the date first written above.


 


 





	Pingtan Marine Enterprise Ltd.,	 
	 	 	 
	Director:	 
	 	 	 
	Signature:	 	 
	Name: Song, Xuesong	 
	 	 	 
	 	 	 
	Executive:	 
	 	 	 
	Signature:  	 	 
	Name: Zhuo, Xinrong	 







 






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