Exhibit 10.5


 


Employment Agreement


 


This
Employment Agreement (this “Agreement”) is entered into in Urumqi, Xinjiang, China on September 9, 2016 by
and between:


 


Party
A: China Lending Corporation (“the Company”)


Address:
11th Floor, Satellite Building, 473 Satellite Road, Economic Technological Development Zone, Urumqi, Xinjiang, China,
830000


Legal
Representative: Li Jingping, President and Chief Executive Officer


 


Party
B: Zhou Quan


Address:
Room 303, Unit 11, Builiding 2, No.9 Tai Zhu Community, No.40 Altai Road, Shayibake District,Urumqi


  


	Chapter
    1	General
    Provisions


 


	1.	Pursuant
                                                                                                 to the Labor Law of the People’s Republic of China, the Labor Contract Law of the People’s Republic of China and
                                                                                                 other relevant provisions, the parties hereto have, after mutual discussions and consultations and careful consideration and
                                                                                                 adequate communications and understanding, reached the following terms and conditions:



 


	Chapter
    2	Term


 


	2.	This
                                                                                                 Agreement shall have an initial term commencing on September 9 , 2016 and ending on December 31, 2016, and shall, subject to
                                                                                                 Chapter 10 below, automatically renew for successive one year periods.



 


	Chapter
    3	Scope
    of Work


 


	3.	According
                                                                                                                      to Party A’s work requirements, Party B agrees to assume the position of Vice President (to carry out works
                                                                                                                      relating to the listed company). With respect to Party B’s job duties, work assignments, responsibility goals, job
                                                                                                                      disciplines, relevant management policies, etc., the rules formulated by Party A for that job and other relevant provisions
                                                                                                                      shall apply.



 


	Chapter
    4	Party
    B’s Obligations


 


	4.	Party
    B agrees that, in addition to the obligations and responsibilities set forth herein, he or she shall also:


 


	4.1.	Within
                                                                                                                      the specified work hours, contribute his or her time, energy and skills exclusively in fulfilling the obligations established
                                                                                                                      by Party A and effectively performing his or her duties, in order to exert best efforts to ensure the successful completion
                                                                                                                      of Party A’s assignments; and



 


	4.2.	Comply
                                                                                                                      with the provisions of this Agreement, Party A’s internal rules and policies and relevant laws and regulations, fulfill
                                                                                                                      his or her duties to Party A, and not to engage in any activities that harm Party A’s interests or to abuse his or her
                                                                                                                      position or duties at Party A to directly or indirectly seek personal benefits.



 


	Chapter
    5	Primary
    Work Location, Work Hours, Labor Protection and Work Conditions


 


	5.	Party
                                                                                                                      B shall principally work at the Party’s A headquarters located in Urumqi, Xinjiang, China and other cities. Party B
                                                                                                                      shall be required to work Monday through Friday from 10:00 a.m. to 7:00 p.m. Party B’s work
                                                                                                                      hours shall be mainly for the purpose of meeting the needs of the listed company. CEO may change work hours for the needs of
                                                                                                                      the listed company.



 


	6.	Party
                                                                                                                      A shall provide Party B with proper work conditions and facilities and labor protection up to the local government’s
                                                                                                                      standards. Party B shall comply with Party A’s labor safety policies.



 


	7.	Party
    A is responsible for arranging education and trainings to Party B with respect to professional skills,  labor safety
    and hygiene policies and the Company’s articles of association.





 






     


     


    

 


	8.	Party
                                                                                                                      A shall reimburse Party B’s business travel, entertainment and other expenses incurred for work purposes, for which
                                                                                                                      Party B is obligated to completely provide supporting voucher documents.



 


	Chapter
    6	Remunerations


 


	9.	Party
    B’s total remunerations include monthly cash payments and performance bonus portion.


 


	9.1.	Monthly
                                                                                                                      payments. Party A will deposit the RMB 45,750 due for each month on the tenth day of the next month to a personal
                                                                                                                      account designated by Party B in PRC, subject to Party B’s individual performance review and Party A’s
                                                                                                                      performance as a company on the whole.



 


	9.2.	Performance
                                                                                                                      bonus. Party A shall pay to Party B an annual bonus in the amount of RMB 270,000, payable in January of the next year,
                                                                                                                      subject to Party A’s Compensation Committee’s satisfaction of Party B’s annual performance review and Party
                                                                                                                      A’s performance as a company on the whole.



 


	Chapter
    7	Benefits
    and Holidays


 


	10.	Party
                                                                                                                      B shall be entitled to the China public holidays and statutory holidays. Party B who is required to work on public holidays
                                                                                                                      will be compensated by alternative day(s) off as substitution.



 


	10.1.	Annual
    Leave. Party B is entitled to the paid annual leave pursuant to Party A’s vacation policy.
	 	 
	10.2.	Sick
    Leave must be certified by a registered doctor.


 


	10.3.	Unauthorized
                                                                                                                      Absences. Without prejudice to the other rights of Party A, Party A may deduct the equivalent amount of basic daily salary
                                                                                                                      from Party B’s salary for every day of absence from employment without the prior permission of Party A.



  


	Chapter
    8	Labor
    Disciplines


 


	11.	Party
                                                                                                                      B shall comply with Party A’s lawfully formulated labor disciplines and the Company’s articles of association,
                                                                                                                      strictly abide by Party A’s instructions and decisions, safeguard all the assets of Party A and observe professional
                                                                                                                      ethics.



 


	12.	If
                                                                                                                      Party B violates any relevant laws, labor disciplines or the Company’s articles of association which results in any
                                                                                                                      economic losses to Party A, Party A may impose penalties on Party A pursuant to the relevant provisions.



 


	13.	In
                                                                                                                      the event of any economic losses caused to Party A due to Party B’s violation of relevant laws, labor disciplines or
                                                                                                                      the Company’s articles of association, Party A has the right to claim compensation from Party B for the
                                                                                                                      losses.



 


	14.	Party
                                                                                                                      A has the right to make reasonable modifications to the labor disciplines and the Company’s articles of association
                                                                                                                      according to its business needs, provided that Party A shall inform Party B in the forms regarded as proper by Party A, which
                                                                                                                      forms include but not limited to notification, public announcement, e-mail and memorandum.



 


	15.	Party
                                                                                                                      B shall not hold any concurrent position at any other enterprise or organization during the period of his employment with
                                                                                                                      Party A, unless with the permission of Party A. All service inventions, creations, developments, designs, renovations,
                                                                                                                      production results made by Party B during the period of his or her employment shall be owned by Party A, and all intellectual
                                                                                                                      property rights obtained therefrom, including but not limited to patent rights, copyrights and non-patent technologies, shall
                                                                                                                      be owned by Party A.



 






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	Chapter
    9	Confidentiality
    Obligations





 





	16.	Party
                                                                                                                      B shall keep confidential Party A’s proprietary information and confidential information concerning Party A and its
                                                                                                                      subsidiaries and affiliates and its and their respective businesses including without limitation, confidential information
                                                                                                                      regarding suppliers, customers, products, and marketing and pricing data, as long as such information is not publicly
                                                                                                                      disclosed, except as required either by law or by a court of competent jurisdiction, and shall comply with Party A’s
                                                                                                                      relevant confidentiality policies. Unless as required either by law or by a court of competent jurisdiction or subject to
                                                                                                                      prior written consent from Party A, Party B shall not use, or disclose to any third party, any materials or information of
                                                                                                                      Party A.



 


	17.	Non-compete.
                                                                                                                      During the term of Party B’s employment hereunder and for a term of two years following termination, Party B shall not
                                                                                                                      initiate, directly or indirectly, on his own behalf or on behalf of any person, contact with any person who is or was a
                                                                                                                      customer of Party A within the twelve (12) month period preceding the termination of Party B’s employment hereunder, or
                                                                                                                      who was a prospective customer of Party A with whom Party B had dealings with in the twelve (12) month period preceding the
                                                                                                                      termination of Party B’s employment, for the purpose of conducting any business which is the same as or which competes
                                                                                                                      with any part of the business of Party A with which Party B was involved.



  


	18.	Party
                                                                                                                      B agrees that Party A shall, according to any reasonable operational needs, whether direct or indirect, have the right to
                                                                                                                      disclose Party B’s personal information, including but not limited to his or her name, address, nationality, position,
                                                                                                                      and salary, this Agreement and the renewals and changes thereof.



 


	Chapter
    10	Change
    and Termination of Agreement


 


	19.	If
                                                                                                                      any laws and regulations applicable for this Agreement is amended, the corresponding portions hereof or annexes hereto shall
                                                                                                                      be amended accordingly. In the event of any material change to, or any conflict with relevant Chinese laws and regulations
                                                                                                                      by, any objective condition on which the entry into the Agreement was based, which makes the performance of the Agreement
                                                                                                                      impossible, the parties may, after friendly consultation, change the relevant portions of the Agreement pursuant to the
                                                                                                                      relevant laws and regulations.



 


	20.	In
                                                                                                                      the occurrence of following circumstances, Party A has the right to unilaterally terminate this Agreement without a prior
                                                                                                                      written notice, provided that Party A shall inform Party B of such termination decision, and the termination shall take
                                                                                                                      effect immediately:



 


	20.1.	Party
                                                                                                                      B materially violates the Company’s labor disciplines or rules and policies (including but not limited to labor
                                                                                                                      disciplines and the Company’s articles of association);



 


	20.2.	Party
                                                                                                                      B commits gross negligence or engages in malpractices for selfish ends, thereby causing material losses to Party
                                                                                                                      A;



 


	20.3.	Party
                                                                                                                      B establishes employment relationship concurrently with any other employer, thereby causing material impact on the completion
                                                                                                                      of Party A’s work assignments;



 


	20.4.	Party
                                                                                                                      B uses such means as fraud, coercion or taking advantage of other’s unfavorable position to cause the execution or
                                                                                                                      change of the Agreement by Party A against its genuine will, thus leading to void the Agreement;



 


	20.5.	Party
    B is held criminally liable pursuant to the law.


 


	21.	During
                                                                                                                      the term of this Agreement, Party A may terminate this Agreement at any time by giving Party B 30-day prior written
                                                                                                                      notice.



 


	22.	During
                                                                                                          the term of the Agreement, Party B has the right to resign and terminate the Agreement, provided that he or she shall give a
                                                                                                          30-day prior written notice to Party A.



 






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	23.	Immediately
    upon termination of the Agreement, Party B shall cease its engagement in any activities in Party A’s name or complete
    any business as Party A so requested, and shall settle all the accounts. Party B shall, within 3 days of the termination hereof,
    return all of Party A’s assets that are in Party B’s possession and deliver all the documents and files (including
    but not limited to any written documents and electronic documents). Party A will handle the departure formalities for Party
    B after Party A’s confirmation and issue a departure consent letter. If Party B fails to complete the said transfer
    formalities, Party A may refuse to handle the departure formalities for Party B.





  


	Chapter
    11	Economic
    Compensation and Indemnification


 


	24.	If
                                                                                                                      Party B terminates this Agreement in violation of any provisions hereof, he or she shall, pursuant to the provisions of laws
                                                                                                                      and regulations, compensate for the losses caused to Party A due to such termination.



 


	Chapter
    12	Resolution
    of Labor Disputes


 


	25.	Any
                                                                                                                      dispute arising from the interpretation and performance hereof shall be resolved through friendly consultation by the
                                                                                                                      parties. If such friendly consultation fails, either or both of the parties may, within one year of the occurrence of the
                                                                                                                      dispute, submit it for arbitration by a labor dispute arbitration committee having jurisdiction over the dispute. In case the
                                                                                                                      parties have no disagreement as to the arbitral award rendered by such labor dispute arbitration commission, such arbitral
                                                                                                                      award is final and binding upon the parties. In case the parties refuse to accept the arbitration award made by that labor
                                                                                                                      dispute arbitration committee, they may file an action with a court of jurisdiction.



 


	Chapter
    13	Miscellaneous


 


	26.	The
    invalidity or non-enforceability of any provision shall not affect the validity of any other provisions hereof.
	 	 
	27.	Either
    party’s failure to perform, or delay in performance of, any of the rights hereunder shall not constitute a waiver of
    such right.
	 	 
	28.	In
    the case of any discrepancy between this Agreement and any related laws and regulations, the provisions of such laws and regulations
    shall prevail.


 


	29.	This
                                                                                                          Agreement shall become effective upon signing and affixation of seals by both parties on the date first written
                                                                                                          above.






 






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	Party
    A: China Lending Corporation	 	Party
    B: Zhou Quan
	 	 	 
	By:	/s/
    Li Jingping	 	By:	/s/
    Zhou Quan
	Name:	Li
    Jingping	 	 	 
	Its:	President
    and Chief Executive Officer	 	 	 


 


 


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