Exhibit 4.5


 


EMPLOYMENT CONTRACT


 


BETWEEN:  AGM Group Holding Inc.,
a company legally incorporated under the laws of the British Virgin Islands, with its mailing address at Room 2112, Dong Ta, Wang Zuo
Zhong Xin, 1 Jinghua Street South, Chaoyang District, Beijing, China, acting and represented herein by Mr. Zhentao Jiang, chairman of
the board, declaring duly authorized, (hereinafter referred to “AGM”)


 


AND:   Ms. Yafang Wang,
residing at Room 2002, Building 3, Fu Li Jin Xi Gua Yuan, Tongzhou District, Beijing, China.


 


AGM and Ms. Yafang hereinafter collectively called
“Parties”.


 


1. PREAMBLE


 


The preamble is an integral part of this contract.


 


WHEREAS AGM requires the services of Ms. Yafang
Wang as Company’s Secretary;


 


WHEREAS Ms. Yafang Wang agreed to provide AGM
her full-time services as Company’s Secretary;


 


WHEREAS the parties wish to confirm their agreement
in writing;


 


WHEREAS 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:


 


2. PURPOSE


 


2.1 Services


 


Ms. Yafang Wang agrees to assume full-time for
AGM (minimum of forty (40) hours per week) the role of Company’s Secretary during the entire duration of the contract;


 


2.2 Term


 


This contract is for an initial term of 24
months (From May 1, 2018 to April 30, 2020) renewable for an additional period of 24  months unless either party
terminates it in writing at least three (3) months before the expiration of the initial term;


 






     


     


    

 


3. CONSIDERATION


 


3.1 Service Awards


 


In consideration of the provision of services,
AGM to pay Ms. Yafang Wang, as compensation;


 


The gross amount of US$16,200 annually is calculated
at the rate of twelve (12) equal monthly installments consecutively of US$1,350 each, less withholding taxes applicable.


 


 


3.2 Expenditure incurred


 


AGM will reimburse Ms. Yafang Wang all reasonable
expenses incurred in connection with this Agreement, upon presentation of appropriate documentation;


 


3.3 Terms and conditions of payment


 


3.3.1 The price payable by AGM to Ms. Yafang
Wang is as follows:


 


3.3.2 The sum of US$1,350 shall be paid on the
1st of each month from May 1, 2018.


 


3.3.3 Expenses will be reimbursed on presentation
of an expense account on the 24th of each month.


 


4. SPECIAL PROVISIONS


 


4.1 Obligations of AGM


 


AGM agrees and undertakes to Mr. Yafang Wang as
follows:


 


AGM to bring Ms. Yafang Wang collaboration and
will provide information necessary to ensure the full and faithful discharge of services to be rendered;


 


4.2 Obligation to Ms. Yafang Wang


 


Ms. Yafang Fang agrees and undertakes to AGM to
the following:


The services must be made full time in a professional
manner, according to the rules generally accepted by industry.


 






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4.3 Commitment to confidentiality and nondisclosure


 


Ms. Yafang Wang recognizes that certain disclosures
to be provided by AGM 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, Ms. Yafang Wang is committed to AGM 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;


 


4.4 Exclusivity of service provider


 


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


 


4.5 Responsibilities 


 


Contact with lawyer, auditor, underwriter, investing
bank, transfer agent, EDGAR agent, market maker, PR & IR firms, and other professionals.


 


4.6 Relationship between the parties


 


Neither party may bind the other in any way whatsoever
to anyone, except in accordance with the provisions of this contract.


 


4.7 Representations and Warranties Ms. Yafang
Wang


 


Ms. Yafang Wang represents and warrants to AGM
that:


 


a) she has the capacity required to undertake
under this contract, such capacity was not limited by any commitment to another person;


 


b) she has the expertise and experience required
to execute and complete the its obligations under this contract;


 


c) she will make services efficient and professional
manner, according to the rules generally accepted by industry;


 






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4.8 Termination of Contract


 


Either party may terminate this contract at any
time, upon presentation of a 60 days notice given to the other party. Amounts due and options purchases of shares will be delivered
when calculated on a pro-rata to the time elapsed since the last payment or the last delivery of stock options.


 


5. GENERAL PROVISIONS


 


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


 


5.1 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.


 


5.2 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.


 


5.3 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.


 


5.4 Titles


 


The headings used in this contract are only for
reference and convenience only. They do not affect the meaning or scope of the provisions they designate.


 


5.5 No Waiver


 


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


 






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5.6 Rights cumulative and not alternative


 


All the rights mentioned in this Agreement are
cumulative and not alternative. The waiver of a right should not be construed as a waiver of any other right.


 


5.7 Totality and entire agreement


 


This contract represents the full and entire agreement
between the parties. No statement, representation, promise or condition not contained in this agreement can and should be allowed to contradict,
modify or affect in any manner whatsoever the terms thereof.


 


5.8 Contract Amendment


 


This contract may be amended only by a writing
signed by all parties.


 


5.9 Gender and Number


 


All words and terms used in this agreement shall
be interpreted as including the masculine and feminine and singular and plural as the context or meaning of this contract.


 


5.10 Assignable


 


Neither party may assign or otherwise transfer
to any third party or of his rights in this contract without the prior written permission of the other party to that effect.


 


5.11 Computation of time


 


In computing any period fixed by the contract:


 


a) the day that marks the starting point is not
counted, but the terminal is;


 


b) non-juridical days (Saturdays, Sundays and
holidays) are counted;


 


c) when the last day is not legal, the deadline
is extended to the next juridical day.


 


5.12 Currencies


 


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


 


5.13 Applicable Laws


 


This contract is subject to the laws of the People’s
Republic of China.


 






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5.14 Election of domicile


 


The parties agree to elect domicile in the judicial
district of Beijing, China, and chose it as the appropriate district to hear any claim arising from the interpretation, application,
performance, the entry into force, validity and effect of this contract.


 


5.15 Copies


 


When initialed and signed by all parties, each
copy of this contract shall be deemed an original, but these examples do not reflect all one and the same agreement.


 


5.16 Scope of Contract


 


This contract binds the parties and their successors,
heirs and assigns, respectively.


 


5.17 Solidarity


 


If a party consists of two or more persons, they
are forced and severally liable to the other party.


 


5.18 Time is of Essence


 


If a party must fulfill an obligation under this
contract within a specified time, the passage of time will effectively be part of this notice.


 


6. EFFECTIVE DATE OF CONTRACT


 


This Agreement shall enter into force May 1, 2018.


 


SIGNED BY Two (2) copies,


 


IN THE CITY OF BEIJING, 


DATED: May 1, 2018.


 


	AGM Group Holding Inc.	 
	 	 
	/s/ Seal	 
	 	 
	Yafang Wang	 
	 	 
	/s/ Yafang Wang	 



 


 


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