Exhibit 10.5


 


EMPLOYMENT AGREEMENT


 


This EMPLOYMENT AGREEMENT (the “Agreement”),
is entered into as of December 18, 2021 (the “Effective Date”), by and between YanGuFang International
Group Co., Ltd., a Cayman Islands exempted company (the “Company”) and Junguo He, an individual
(the “Executive”). Except with respect to the direct employment of the Executive by the Company, 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 subsidiaries
and variable interest entities (collectively, the “Group”).


 


RECITALS


 


WHEREAS, the Company desires to employ the Executive
as its Chief Executive Officer and to assure itself of the services of the Executive during the term of Employment (as defined below);
and


 


WHEREAS, the Executive desires to be employed
by the Company as its Chief Executive Officer during the term of Employment and upon the terms and conditions of this Agreement.


 


NOW, THEREFORE, in consideration of the mutual
promises set forth in this Agreement, the parties agree as follows:


 


	1. 	POSITION


 


The Executive hereby accepts the position of 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 three (3) years commencing on the Effective Date, unless terminated earlier pursuant to the
terms of this Agreement. The Employment will be renewed automatically for additional three (3) year terms if neither the Company nor the
Executive provides a notice of termination of the Employment to the other party within thirty (30) days prior to the expiration of the
applicable term.


 


	3. 	DUTIES AND RESPONSIBILITIES


 


	 	(a)	The Executive’s duties at the Company will include all the duties and responsibilities associated with a Chief Executive Officer of a U.S. listed public company with its primary operations in the People’s Republic of China. As Chief Executive Officer of the Company, the Executive shall be primarily responsible for the day-to-day operations and affairs of the Company, as well as all tasks and responsibilities normally associated with the offices of Chief Executive Officer of a business of similar size and nature to the Company. During the term of his Employment, Executive shall report to and be responsible to the Company’s board of directors (including any designated audit or other committee thereof) (the “Board”). Executive shall also perform such other duties and responsibilities as may be determined by the Board, including serving as officers and/or directors of any member of the Group, as long as such duties and responsibilities are consistent with those of the Company’s Chief Executive Officer.


 


	 	(b)	The Executive shall devote all of his working time, attention and skills to the performance of his duties to the Company and the Group and shall faithfully and diligently serve the Company and the Group in accordance with this Agreement, the memorandum and articles of association of the Company, as amended and restated from time to time, and the guidelines, policies and procedures of the Company approved from time to time by the Board.


 






     


     


    

 


	 	(c)	The Executive shall use his best efforts to perform his duties hereunder. The Executive shall not, without the prior written consent of the Board, become an employee of any entity other than the Company and any member of the Group, and shall not be concerned or interested in any business or entity that engages in the same business in which the Company or any member of the Group engages (any such business or entity, a “Competitor”), provided that nothing in this clause shall preclude the Executive from holding less than one percent (1%) of the outstanding equity of any Competitor that is listed on any securities exchange or recognized securities market anywhere. The Executive shall notify the Company in writing of his interest in such shares or securities in a timely manner and with such details and particulars as the Company may reasonably require.


 


	4. 	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 his duties hereunder
shall not constitute a breach of, or otherwise contravene, the terms of any other agreement or policy to which the Executive is a party
or otherwise bound except for agreements entered into by and between the Executive and any member of the Group pursuant to applicable
law, if any; (ii) that the Executive has no information (including, without limitation, confidential information and trade secrets)
relating to any other person or entity which would prevent, or be violated by, the Executive from entering into this Agreement or carrying
out his duties hereunder; (iii) that the Executive is not bound by any confidentiality, trade secret or similar agreement (other
than this) with any other person or entity except for other member(s) of the Group, as the case may be.


 


	5. 	LOCATION


 


The Executive will be based in Shanghai, China.
The Company reserves the right to transfer or second the Executive to any location in China or elsewhere in accordance with its operational
requirements.


 


	6. 	COMPENSATION AND BENEFITS


 


	 	(a)	Base Salary. The Executive’s initial pre-tax base salary shall be $1,000 (One Thousand U.S. dollars) per year, payable in accordance with the Company’s regular payroll practices, and such compensation is subject to annual review and adjustment by the Board in its sole discretion. The Executive shall also be entitled to receive salary, as and in the amount approved by the Board, from any member of the Group. 


 


	 	(b)	Bonus. The Executive shall be eligible for cash bonuses as determined by the Board in its sole discretion. 


 


	 	(c)	Equity Incentives. To the extent the Company adopts and maintains an equity incentive plan, the Executive will be eligible to participate in such plan pursuant to the terms thereof as determined by the Board.


 


	 	(d)	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, including, but not limited to, any retirement plan, life insurance plan, health insurance plan and travel/holiday plan, provided that such plans shall be subject to review and approval by the Board.


 






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	 	(e)	
    Expenses. The Executive shall be entitled
    to reimbursement by the Company for all reasonable ordinary and necessary travel and other expenses incurred by the Executive in the performance
    of his duties under this Agreement, provided that he properly accounts for such expenses in accordance with the Company’s policies
    and procedures.

     

	 	(f)	
    D&O Insurance. The Company shall use
    its commercially reasonable efforts to purchase a director and officer insurance policy and include the Executive as an insured officer
    under such policy during the term of Executive’s employment.

     

	 	(g)	Payment. The Company may, at its discretion, delegate any member of the Group, including, without limitation, Shanghai YanGuFang E-Commerce Co., Ltd. (上海燕谷坊电子商务有限公司), to make payments for the Base Salary, bonus and expenses, if any, as well as other payments due to the Executive from the Company.


 


	7. 	TERMINATION OF THE AGREEMENT


 


		(a)	By the Company.



 


		(i)	For Cause. The Company may terminate the Employment
for cause, at any time, without notice or remuneration (unless notice or remuneration is specifically required by applicable law,
in which case notice or remuneration will be provided in accordance with applicable law), if:



 


		(1)	the Executive is convicted or pleads guilty to a felony or to an act of fraud, misappropriation or embezzlement;



 


		(2)	the Executive has been grossly negligent or acted dishonestly to the detriment of the Company;



 


		(3)	the Executive has engaged in actions amounting to willful misconduct or failed to perform his duties hereunder
and such failure continues after the Executive is afforded not less than fifteen (15) days to cure such failure; or



 


		(4)	the Executive violates Sections 8, 9 or 10 of
this Agreement.



 


			Upon termination for “cause”, the Executive shall be entitled to the amount
                                                                        of base salary earned and not paid prior to termination. However, the Executive will not be entitled to receive payment of any
                                                                        severance benefits or other amounts by reason of the termination, and the Executive’s right to all other benefits will
                                                                        terminate, except as required by any applicable law.



 


		(ii)	For Death and Disability. The Company may also terminate
the Employment, at any time, without notice or remuneration (unless notice or remuneration is specifically required by applicable
law, in which case notice or remuneration will be provided in accordance with applicable law), if:



 


		(1)	the Executive has died, or



 


		(2)	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 employment with the Company, with or without reasonable
accommodation, for more than 120 days in any 12-month period, unless a longer period is required by applicable law, in which case that
longer period would apply.



 






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			Upon termination for death or disability, the Executive shall be entitled to the amount of base
                                                                                salary earned and not paid prior to termination. However, the Executive will not be entitled to receive payment of any
                                                                                severance benefits or other amounts by reason of the termination, and the Executive’s right to all other benefits will
                                                                                terminate, except as required by any applicable law.



 


		(iii)	Without Cause. The Company may terminate the Employment
without cause, at any time, upon thirty (30) days’ prior written notice. Upon termination without cause, the Company shall provide
the following severance payments and benefits to the Executive: a cash payment of three months of the Executive’s base salary as
of the date of such termination.



 


			Upon termination without cause, the Executive shall also be entitled to the amount of base salary
                                                                                earned and not paid prior to termination.



 


			In order to be eligible for, and as a condition precedent for the payment of, the severance payments
                                                                               and benefits under this Section 7(a)(iii), the Executive must execute and deliver to the Company a general release of the Company
                                                                               and all members of the Group and their affiliates in a form reasonably satisfactory to the Board.



 


		(iv)	Change of Control Transaction. If the Company or its
successor terminates the Employment upon 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 (the “Change of Control Transaction”), the Executive
shall be entitled to the following severance payments and benefits upon such termination: (1) a lump sum cash payment equal to three
months of the Executive’s base salary at a rate equal to the greater of his annual salary in effect immediately prior to the termination,
or his then current annual salary as of the date of such termination; (2) a lump sum cash payment equal to a pro-rated amount of
his target annual bonus for the year immediately preceding the termination; (3) payment of premiums for continued health benefits
under the Company’s health plans for three months following the termination; and (4) immediate vesting of 100% of the then-unvested
portion of any outstanding equity awards held by the Executive.



 


		(b)	By the Executive. The Executive may terminate the
Employment at any time with thirty (30) days’ prior written notice to the Company without cause, if (1) there is a material
reduction in the Executive’s authority, duties and responsibilities unless such reduction was made with his consent, or (2) there
is a material reduction in the Executive’s annual salary (the occurrences in (1) and (2) being referred to as “Good Reason”).
Upon the Executive’s termination of the Employment due to either of the above reasons, the Company shall provide compensation to
the Executive equivalent to three months of the Executive’s base salary that he is entitled to immediately prior to such termination.
In addition, the Executive may resign prior to the expiration of the Agreement if such resignation is approved by the Board or an alternative
arrangement with respect to the Employment is agreed to by the Board.



 


			In order to be eligible for, and as a condition precedent for the payment of, the severance payments
                                                                               and benefits under this Section 7(b), the Executive must execute and deliver to the Company a general release of the Company and all
                                                                               members of the Group and their affiliates in a form reasonably satisfactory to the Board.



 









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	 	(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. The Executive hereby agrees at all times during the term of the Employment and after its termination, to hold in the strictest confidence, and not to use, except for the benefit of the Company, or to disclose to any person, corporation or other entity without written consent of the Company, any Confidential Information. The Executive understands that “Confidential Information” means any proprietary or confidential information of the Company, its affiliates, or their respective clients, customers or partners, including, without limitation, technical data, trade secrets, research and development information, product plans, services, customer lists and customers, supplier lists and suppliers, software developments, inventions, processes, formulas, technology, designs, hardware configuration information, personnel information, marketing, finances, information about the suppliers, joint ventures, franchisees, distributors and other persons with whom the Company does business, information regarding the skills and compensation of other employees of the Company or other business information disclosed to the Executive by or obtained by the Executive from the Company, its affiliates, or their respective clients, customers or partners either directly or indirectly in writing, orally or otherwise, if specifically indicated to be confidential or reasonably expected to be confidential. Notwithstanding the foregoing, Confidential Information shall not include information that is generally available and known to the public through no fault of the Executive.


 


	 	(b)	Company Property. The Executive understands that all documents (including computer records, facsimile and e-mail) and materials created, received or transmitted in connection with his work or using the facilities of the Company are property of the Company and subject to inspection by the Company, at any time. Upon termination of the Executive’s employment with the Company (or at any other time when requested by the Company), the Executive will promptly deliver to the Company all documents and materials of any nature pertaining to his work with the Company and will provide written certification of his compliance with this Agreement. Under no circumstances will the Executive have, following his termination, in his possession any property of the Company, or any documents or materials or copies thereof containing any Confidential Information.


 


	 	(c)	Former Employer Information. The Executive agrees that he has not and will not, during the term of his 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 the 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.


 






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	 	(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.


 


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. 	CONFLICTING EMPLOYMENT


 


The Executive hereby agrees that, during the term
of his employment with the Company, he will not engage in any other employment, occupation, consulting or other business activity related
to the business in which the Company is now involved or becomes involved during the term of the Executive’s employment, nor will
the Executive engage in any other activities that conflict with his obligations to the Company without the prior written consent of the
Company.


 


	10. 	NON-COMPETITION AND NON-SOLICITATION


 


In consideration of the salary paid to the Executive
by the Company, the Executive agrees that during the term of the Employment and for a period of two (2) years following the termination
of the Employment for whatever reason:


 


	 	(a)	The Executive will not approach clients, customers or contacts of the Company or the Group, users of the Company’s or the Group’s services, or other persons or entities introduced to the Executive in the Executive’s capacity as a representative of the Company or the Group for the purposes of doing business with such persons or entities which will harm the business relationship between the Company or the Group and such persons and/or entities;


 


	 	(b)	the Executive will not assume employment with or provide services as a director, consultant or otherwise for any Competitor, or engage, whether as principal, partner, licensor or otherwise, in any Competitor; and


 


	 	(c)	the Executive will not seek, directly or indirectly, by the offer of alternative employment or other inducement whatsoever, to solicit the services of any officer, director, or employee of or consultant to the Company or any member of the Group employed or engaged as at or after the date of such termination, or in the two (2) years preceding such termination.


 


The provisions contained in Section 10 are
considered reasonable by the Executive in order to protect the legitimate business interest of the Company and the Group. 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 or the applicable member of the Group 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
or any applicable member of the Group shall have right to seek all remedies permissible under applicable law.


 






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11. INDEMNIFICATION.


 


The Company shall, to the maximum extent provided
under applicable law, indemnify and hold the Executive harmless from and against any expenses, including reasonable attorneys’ fees,
judgments, fines, settlements and other legally permissible amounts (“Losses”), incurred in connection with any proceeding
arising out of, or related to, his performance of the Employment, other than any such Losses incurred as a result of the Executive’s
fraud, willful default, gross negligence or willful misconduct. The Company shall advance to the Executive any expenses, including reasonable
attorneys’ fees and costs of settlement, incurred in defending any such proceeding to the maximum extent permitted by applicable
law. Such costs and expenses incurred by the Executive in defense of any such proceeding shall be paid by the Company in advance of the
final disposition of such proceeding promptly upon receipt by the Company of (a) written request for payment; (b) appropriate documentation
evidencing the incurrence, amount and nature of the costs and expenses for which payment is being sought; and (c) an undertaking adequate
under applicable law made by the Executive or on his behalf to repay the amounts so advanced if it shall ultimately be determined pursuant
to any non-appealable judgment or settlement that the Executive is not entitled to be indemnified by the Company.


 


	12. 	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.


 


	13. 	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 Change of Control Transaction, 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. 


 


	14. 	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.


 


	15. 	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.


 






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	16. 	 GOVERNING LAW; JURISDICTION


 


This Agreement and all issues pertaining to the
Employment or the termination of the Employment shall be governed and interpreted in accordance with the laws of New York without regard
to choice of law principles, except the arbitration provision which shall be governed by the Federal Arbitration Act. Executive agrees
that if, for any reason, any provision hereof is unenforceable, the remainder of this Agreement will nonetheless remain binding and in
effect. Any dispute regarding the Employment or this Agreement, other than any injunctive relief available under Section 10 hereof, which
cannot be resolved by negotiations between the Executive and the Company shall be submitted to, and solely determined by, final and binding
arbitration conducted by the American Arbitration Association (“AAA”) in accordance with its arbitration rules applicable
to employment disputes, and the parties agree to be bound by the final award of the arbitrator in any such proceeding. The arbitrator
shall apply the laws of the State of New York with respect to the interpretation or enforcement of this Agreement, or to any claims involving
the Employment or the termination of the Employment. All questions regarding whether or not a dispute is subject to arbitration will be
resolved by the arbitrator. Arbitration shall be held in the AAA New York City Office, or such other place as the parties may mutually
agree. Judgment upon the award by the arbitrator may be entered in any court having jurisdiction, including in the People’s Republic
of China or Hong Kong. The arbitrator shall award costs and attorney fees to the prevailing party. As part of this Agreement, Executive
agrees that Executive may not participate in a representative capacity or as a member of any class of claims pertaining to any claim against
the Company. There is no right or authority for any claims subject to this Agreement to be arbitrated on a class or collective action
basis or on any basis involving claims brought in a purported representative capacity on behalf of any other person or group of people
similarly situated. Such claims are prohibited. Furthermore, claims brought by or against either the Company or the Executive may not
be joined or consolidated in the arbitration with claims brought by or against any other person or entity unless otherwise agreed to in
writing by all parties involved.


 


	17. 	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.


 


	18. 	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.


 


	19. 	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 therefor, (iii) sent by a recognized courier with next-day or second-day delivery,
or (iv) by email, to the last known address of the other party, with communications to the Company being to the attention of the Company’s
Board of Directors.


 






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	20. 	COUNTERPARTS


 


This Agreement may be executed in any number of
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. This Agreement shall become binding when one or more counterparts hereof, individually or
taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.


 


Photographic or electronic copies of such signed
counterparts may be used in lieu of the originals for any purpose, and signed counterparts may be delivered by electronic means.


 


	21. 	NO INTERPRETATION AGAINST DRAFTER


 


Each party recognizes that this Agreement is a
legally binding contract and acknowledges that it, or he 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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[Signature Page to CEO Employment Agreement]


 


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


 


	 	YanGuFang International Group Co., Ltd.
	 	 
	 	By:	/s/ Junguo He
	 	Name:	Junguo He
	 	Title:	CEO
	 	 
	 	Executive
	 	 
	 	Signature:	 /s/ Junguo
    He
	 	Name:	Junguo He



 


 


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