Exhibit
10.5


 


DIRECTOR
AGREEMENT


 


This
Director Agreement (the “Agreement’’) is made and entered into as of August 2, 2022 (the “Effective Date”),
by and between Cine Top Culture Holdings Limited, a Cayman Islands company (the “Company”), and Daniel Wu, an individual
(the “Director”).


 


I.
SERVICES


 


1.1
Board of Directors. The Company has appointed the Director to the Company’s Board of Directors (the “Board”)
, a member of the Audit Committee and the Corporate Governance and Nominating Committee, and the Chairman of the Compensation Committee
of the Board. Director agrees to perform such tasks as may be necessary to fulfill Director’s obligations as a member of the Board
and serve as a director so long as he is duly appointed or elected and qualified in accordance with the applicable provisions of the
Memorandum and Articles of Association, Bylaws and any applicable stockholders’ agreement of the Company and until such time as
he resigns, fails to stand for election, fails to be elected by the stockholders of the Company or is removed from his position. Director
may at any time and for any reason resign or be removed from such position (subject to any other contractual obligation or other obligation
imposed by operation of law), in which event the Company shall have no obligation under this Agreement with respect to the Director.


 


1.2
Director Services. Director’s services to the Company hereunder shall include service on the Board to manage the business
of the Company in accordance with applicable law and stock exchange rules as well as the Memorandum and Articles of Association and Bylaws
of the Company, serving on committees of the Board as appointed and such other services mutually agreed to by Director and the Company
(the “Director Services”).


 


1.3
Member of Committees. Director agrees to serve as the Chairman of the Compensation Committee and a member of the Audit Committee
and the Corporate Governance and Nominating Committee of the Board. The Company and the Director acknowledge that all official appointments
to committees of the Board are made by the Board.


 


1.4
Expiration Date. This Agreement shall terminate upon the “Expiration Date”, which shall be the earlier of the date
on which Director ceases to be a member of the Board for any reason, including death, resignation, removal, or failure to be elected
by the stockholders of the Company, or the date of termination of this Agreement in accordance with Section 5.2 hereof.


 


II.
COMPENSATION


 


2.1
Expense Reimbursement. The Company shall reimburse Director for all reasonable travel and other out-of-pocket expenses incurred
in connection with the Director Services rendered by Director.


 


2.2
Fees to Director. The Company agrees to pay Director a fee of RMB60,000 per year for Director Services, service as the Chairman
of the Compensation Committee, a member of the Audit Committee and the Corporate Governance and Nominating Committee of the Board and
other services mutually agreed by the parties. The fee to the Director shall be paid by the Company quarterly.


 


III.
CONFIDENTIALITY AND NONDISCLOSURE


 


3.1
Confidentiality. During the term of this Agreement, and for a period of two (2) years after the Expiration Date, Director shall
maintain in strict confidence all information he has obtained or shall obtain from the Company, which the Company has designated as “confidential”
or which is by its nature confidential, relating to the Company’s business, operations, properties, assets, services, condition
(financial or otherwise), liabilities, employee relations, customers (including customer usage statistics), suppliers, prospects, technology,
or trade secrets, except to the extent such information (i) is in the public domain through no act or omission of the Director, (ii)
is required to be disclosed by law or a valid order by a court or other governmental body, or (iii) is independently learned by Director
outside of this relationship with the Company (the “Confidential Information”).


 




    	 



    	 



    




 


3.2
Nondisclosure and Nonuse Obligations. Director will use the Confidential Information solely to perform his obligations for the
benefit of the Company hereunder. Director will treat all Confidential Information of the Company with the same degree of care as Director
treats his own Confidential Information, and Director will use his best efforts to protect the Confidential Information. Director will
not use the Confidential Information for his own benefit or the benefit of any other person or entity, except as being specifically permitted
in this Agreement. Director will immediately give notice to the Company of any unauthorized use or disclosure by or through him, or of
which he becomes aware, of the Confidential Information. Director agrees to assist the Company in remedying any such unauthorized use
or disclosure of the Confidential Information.


 


3.3
Return of Company Property. All materials furnished to Director by the Company, whether delivered to Director by the Company or
made by Director in the performance of Director Services under this Agreement (the “Company Property”), are the sole and
exclusive property of the Company. Director agrees to promptly deliver the original and any copies of the Company Property to the Company
at any time upon the Company’s request. Upon termination of this Agreement by either party for any reason, Director agrees to promptly
deliver to the Company or destroy, at the Company’s option, the original and any copies of the Company Property. Director agrees
to certify in writing that Director has so returned or destroyed all such Company Property.


 


IV.
COVENANTS OF DIRECTOR


 


4.1
No Conflict of interest. During the term of this Agreement, and for a period of one (1) year after the Expiration Date, Director
shall not be employed by, own, manage, control or participate in the ownership, management, operation or control of any person, firm,
partnership, corporation or unincorporated association or entity of any kind that is competitive with the Company or otherwise undertake
any obligation inconsistent with the terms hereof. Director represents that nothing in this Agreement conflicts with Director’s
obligations to his current affiliation or other current relationships with the entity or entities. A business shall be deemed to be “competitive
with the Company” for purpose of this Article IV if and to the extent it engages in the business substantially similar to the Company’s
businesses described in its annual report. The ownership by the Director of not more than 5% of a corporation, partnership or other enterprise
shall not constitute a violation hereof.


 


4.2
Noninterference with Business. During the term of this Agreement, and for a period of two (2) years after the Expiration Date,
Director agrees not to interfere with the business of the Company in any manner. By way of example and not of limitation, Director agrees
not to solicit or induce any employee, independent contractor, customer or supplier of the Company to terminate or breach his, her or
its employment, contractual or other relationship with the Company.


 


V.
TERM AND TERMINATION


 


5.1
Term. This Agreement is effective as of the date first written above and will continue until the Expiration Date.


 


5.2
Termination. Either party may terminate this Agreement at any time upon thirty (30) days prior written notice to the other party,
or such shorter period as the parties may agree upon.


 


5.3
Survival. The rights and obligations contained in Articles Ill and IV will survive any termination or expiration of this Agreement.


 


VI.
MISCELLANEOUS


 


6.1
Assignment. Except as expressly permitted by this Agreement, neither party shall assign, delegate, or otherwise transfer any of
its rights or obligations under this Agreement without the prior written consent of the other party. Subject to the foregoing, this Agreement
will be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and
assigns.


 


6.2
No Waiver. The failure of any party to insist upon the strict observance and performance of the terms of this Agreement shall
not be deemed a waiver of other obligations hereunder, nor shall it be considered a future or continuing waiver of the same terms.


 




    	 



    	 



    

 





6.3
Notices. Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice
deemed given as indicated: (i) by personal delivery when delivered personally; (ii) by overnight courier upon written verification of
receipt; (iii) by facsimile transmission upon acknowledgment of receipt of electronic transmission; or (iv) by certified or registered
mail, return receipt requested, upon verification of receipt. Notice shall be sent to the addresses set forth on the signature page of
this Agreement or such other address s either party may specify in writing.


 


6.4
Severability. Should any provisions of this Agreement be held by a court of law to be illegal, invalid or unenforceable, the legality,
validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.


 


6.5
Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes
all prior or contemporaneous oral or written agreements concerning such subject matter. The terms of this Agreement will govern all Director
Services undertaken by Director for the Company.


 


6.6
Amendments. This Agreement may only be amended, modified or changed by an agreement signed by the Company and Director. The terms
contained herein may not be altered, supplemented or interpreted by any course of dealing or practices.


 


6.7
Counterparts. This Agreement may be executed in two counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 


6.8
Governing Law. Any disputes arising from or in connection with this Agreement, and the rights and obligations of the parties hereunder,
shall be determined in accordance with the law of Cayman Islands applicable to agreements made and to be performed entirely in Cayman
Islands.


 


(Signature
pages to follow)


 







    	 



    	 



    

 





lN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


 


	Cine
    Top Culture Holdings Limited 	 	Director:
    Daniel Wu
	 	 	 	 	 
	By:	/s/Yihong
    Pan	 	By:	/s/
    Daniel Wu
	Name:	Yihong
    Pan, Chief Executive Officer	 	Name:	Daniel
    Wu
	Address:
    	Suite
    401, No. 381, Panyu Avenue North, Nancun County, Panyu District Guangzhou City, China 511442	 	Address: