Exhibit 4.7


 


KBS FASHION GROUP LIMITED


Xin Fengge Building


Yupu Industrial Park


Shishi City, Fujian Province, China 362700


 


 


April 23, 2018


 


Keyan Yan


Xin Fengge Building, Yupu Industrial Park


Shishi City, Fujian Province, China 362700


 


Dear Mr. Yan:


 


This will confirm the
terms of your employment with KBS Fashion Group Limited, (the “Company”) as of the date hereof.


 


1. Duties.
Your job title will be Chief Executive Officer of the Company, reporting to the Board of Directors of the Company (the
“Board”). Your duties will include the general management of the affairs of the Company, together with the
powers and duties usually incident to the office of Chief Executive Officer, except as specifically limited by appropriate
written resolution of the Board and will have such other powers and perform such other duties as may be assigned to you by
the Board. This is a full-time position.


 


2. Term.
Subject to Section 8 of this letter, your employment begins on the date hereof (the “Effective Date”) and continues
for a period of three (3) years thereafter unless earlier terminated in accordance with Section 8 of this letter, provided that,
on such third anniversary of the Effective Date and each annual anniversary thereafter, your term of employment shall be deemed
to be automatically extended, upon the same terms and conditions, for successive periods of one year.


 


3. Compensation.
You initial annual base salary will be determined by the Board or the Compensation Committee of the Board, if applicable,
within 30 days following the date hereof. Your compensation will be reviewed from time to time according to the
Company’s policies. All reasonable business expenses that are documented by you and incurred in the ordinary course of
business will be reimbursed in accordance with the Company’s standard policies and procedures.


 


4. Incentive
Compensation. You will be eligible to participate in such annual performance bonus plans as may be established by the
Company from time to time for similarly situated employees, subject to the terms and conditions established by the Company for
such bonus plans. Any such bonuses will be based on the achievement of goals and milestones established by the Company in its sole
discretion, and the Company in its sole discretion may amend or terminate any such bonus plans at any time.


 


5. Equity
Awards. You will be entitled to participate in the Company’s Equity Incentive Plan when and if such a Plan is adopted
by the Board.


 


6. Employee
Benefits. You are eligible to participate in such Company-sponsored benefits, including health benefits, vacation (annual leave),
sick leave, holidays and other benefits that the Company may offer to similarly situated employees from time to time. Your eligibility
to receive such benefits will be subject in each case to the generally applicable terms and conditions for the benefits in question
and to the determinations of any person or committee administering such benefits. The Company may from time to time, in its sole
discretion, amend or terminate the benefits available to you and the Company’s other employees. You will be covered by worker’s
compensation insurance, disability insurance and other governmental benefit programs as required by applicable laws.


 


7. Adjustments
and Changes in Employment Status. The Company reserves the right to make personnel decisions regarding your employment,
including but not limited to decisions regarding any transfers or other changes in duties or assignments, changes in your
salary and other compensation, changes in benefits and changes in Company policies or procedures.


 






     


     


    

 


8. At-Will
Employment. Your employment with the Company is “at-will.” In other words, either you or the Company can terminate
your employment at any time for any reason, with or without cause and with or without notice, without liability except as expressly
set forth in this letter. This term of employment is not subject to change or modification of any kind except if in writing and
signed by you and an authorized representative of the Company.


 


9. Non-competition.
During your employment with the Company, you will devote full time to the duties of your position. You will not engage in any
activities in competition with the business of the Company.


 


10. Confidentiality.
At all times during your employment with the Company, you will maintain the confidentiality of all information and materials
which are confidential or proprietary to the Company.


 


11. Taxes.
All forms of compensation referred to in this letter are subject to reduction to reflect applicable withholding and payroll
taxes and all other deductions required by law. You acknowledge that the Company does not have a duty to design its
compensation policies in a manner that minimizes your tax liabilities, and you will not make any claim against the Company or
the Board related to tax liabilities arising from your compensation.


 


12. No
Conflicting Obligations. By execution of this letter, you represent and warrant that your performance of this letter
does not and will not breach any agreement you have entered into, or will enter into, with any other party. You agree not to enter
into any written or oral agreement that conflicts with this letter.


 


13. Integrated
Agreement. This letter supersedes any prior agreements,
representations or promises of any kind, whether written, oral, express or implied between the parties hereto with respect to
its subject matter. Likewise, this letter will constitute the full, complete and exclusive agreement between you and the
Company with respect to its subject matter. This Agreement may only be changed by a writing, signed by you and an authorized
representative of the Company.


 


14. Severability.
If any term of this letter is held to be invalid, void or unenforceable, the remainder of the terms herein will remain in
full force and effect and will in no way be affected, and the parties will use their best efforts to find an alternative way
to achieve the same result.


 


15. Governing
Law. The terms of this letter and the resolution of any dispute as to the meaning, effect, performance or validity of this
letter or arising out of, related to, or in any way connected with, this letter, your employment with the Company or any other
relationship between you and the Company (a “Dispute”) will be governed by the laws of Hong Kong, S.A.R., China,
without giving effect to the principles of conflict of laws.


 


[Signature Page Follows]


 




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To confirm your agreement with and acceptance
of these terms, please sign one copy of this letter and return it to me. The other copy is for your records.


 


	Sincerely,	 	 
	 	 	 	 
	KBS FASHION GROUP LIMITED 	 	 
	 	 	 	 
	 	 	 	 
	By:	/s/ Lixia Tu	 	 
	 	Lixia Tu	 	 
	 	 	 	 
	Its: Chief Financial Officer	 	 
	 	 	 	 
	 	 	 	Agreed and accepted as
	 	 	 	of the date written above:
	 	 	 	 
	 	 	 	/s/ Keyan Yan
	 	 	 	Keyan Yan


 








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