Exhibit 10.5


 


Compensation
Agreement


 


	Party A:
    	Dalian
    Victory Plaza Development Co., Ltd.
	Party B:	Chang Xiuhua 
	Signing Date:	December 30, 2019 


 






    	 



    	 



    

 


Party
A: Dalian Victory Plaza Development Co., Ltd.


Address:
No. 28, Victory Plaza, Zhongshan District, Dalian, Liaoning


Legal
Representative: Guan Mengda


 


Party
B: Chang Xiuhua


ID
No.: 210921196410067548


 


Whereas:
in the past friendly cooperative relationship between the two parties, Party A provided Party B with stores of Dalian Victory
Plaza of an area of 137.79 m2 as a mortgage guarantee for a loan of RMB 5 million Yuan in Dalian Jinzhou Lianfeng Rural
Bank Co., Ltd. on May 19, 2017. Up to now, Party B has not repaid the above loan or replaced the collateral as required by Party
A. It has a serious adverse impact on the operation and management of our company. Considering that Party B is unable to repay
and replace the collateral at present, in order to protect Party A’s legitimate rights and interests from loss, now Party
A and Party B have reached the following agreement on matters related to Party A’s provision of assets to Party B for bank
mortgage loan through full consultation:


 


	I.	According
    to the agreement between Party A and Party B, Party A’s assets shall be mortgaged and guaranteed by Party B in the bank
    only until December 31, 2020. Upon maturity, Party B shall replace the collateral or repay the bank loan to release the assets.
	II.	Compensation.
    Party B agrees to compensate Party A with 1% of the loan amount of 5 million Yuan, which is 50,000.00 Yuan (in words: RMB
    FIFTY THOUSAND YUAN only).
	III.	The
    payment method and time of compensation: it shall be paid in one time before May 30, 2020. Overdue payment will be charged
    as per 5% of the amount per day. The information of the collection account designated by Party A is as follows:
	 	Account
    name: Dalian Victory Property Management Co., Ltd.
	 	Bank
    name: Bank of Harbin, Dalian Zhongshan Subbranch
	 	Account
    No.: 1291015045594353
	IV.	Breach
    of contract, if Party B fails to repay to the bank or replace the collateral within the time limit stipulated by Party A,
    Party B shall not only compensate Party A for the loan amount in the bank, but also pay Party A 1% of the loan amount as liquidated
    damages.
	V.	The
    agreement shall come into force after being signed and sealed by both parties. Party A and Party B shall fully perform the
    obligations stipulated in this agreement, and any party who fails to perform or fails to fully perform the obligations stipulated
    in this Agreement shall bear corresponding liabilities for breach of contract.
	VI.	After
    this agreement is signed with written consent of both parties, if there is any supplement or modification, a supplementary
    agreement can be signed separately.
	VII.	In
    case of any dispute during the performance of this agreement, both parties shall settle it through negotiation; if the negotiation
    fails, it can be submitted to the people’s court where Party A is located for arbitration.
	VIII.	This
    Agreement is made in duplicate, one copy respectively for each party.


 


Annex:
“Detailed List of Collaterals”


 


Party
A: Dalian Victory Plaza Development Co., Ltd. (seal)


Seal
(signature):


 


Party
B: Chang Xiuhua (signature)


Seal
(signature):


 






    	 



    	 



    







 


Detailed
List of Collaterals


 





	No.	 	Name of Collateral	 	House No.	 	Ownership Certificate No.	 	Property Owner	 	Location	 	Area (m2)
	1	 	House	 	B2FD051	 	Liao (2017) DLSNSQBDCQ

No. 00094200	 	Dalian Victory Plaza Development Co., Ltd.	 	No. D051, B2F, No. 28, Victory Plaza, Zhongshan District	 	22.42
	2	 	House	 	B1FB193	 	Liao (2017) DLSNSQBDCQ

No. 00094194	 	Dalian Victory Plaza Development Co., Ltd.	 	No. B193, B1F, No. 28, Victory Plaza, Zhongshan District	 	16.52
	3	 	House	 	B1FB187	 	Liao (2017) DLSNSQBDCQ

No. 00094213	 	Dalian Victory Plaza Development Co., Ltd.	 	No. B187, B1F, No. 28, Victory Plaza, Zhongshan District	 	16.39
	4	 	House	 	B1FB100	 	Liao (2017) DLSNSQBDCQ

No. 00094203	 	Dalian Victory Plaza Development Co., Ltd.	 	No. B100, B1F, No. 28, Victory Plaza, Zhongshan District	 	29.78
	5	 	House	 	B1FB186	 	Liao (2017) DLSNSQBDCQ

                                   No. 00094210
	 	Dalian Victory Plaza Development Co., Ltd.	 	No. B186, B1F, No. 28, Victory Plaza, Zhongshan District	 	16.39
	6	 	House	 	B2FC104	 	Liao (2017) DLSNSQBDCQ

No. 00094186	 	Dalian Victory Plaza Development Co., Ltd.	 	No. C104, B2F, No. 28, Victory Plaza, Zhongshan District	 	29.79
	7	 	House	 	5143	 	Liao (2017) DLSNSQBDCQ

No. 00094174	 	Dalian Victory Plaza Development Co., Ltd.	 	No. 5143, M1F, No. 28, Victory Plaza, Zhongshan District	 	6.5
	Total	 	137.79