Exhibit 10.14


 


LOAN
AGREEMENT 


 





 



 


This
Loan Agreement ("Agreement") is made and effective the 3rd of April, 2015


 


	BETWEEN:	Man
    Loong Bullion Company Limited, (“Lender”) with its registered address located at 8/F, Tower 5, China Hong
    Kong City, Tsim Sha Tsui, Hong Kong


 


	AND:	GLOBAL
    LONG INC LIMITED ("Borrower"), with its registered address located at Rm C, 2/F., Capital Trade Centre, 62 Tsun
    Yip Street, Kwun Tong Hong Kong SAR.


 


WHEREAS: 


 


	A.	The
    Borrower has requested the Lender to make available a loan facility (“Loan”) of HKD$6,000,000 and the Lender agreed
    to grant such amount to the Borrower.


 


	1.	Drawdowns


The
Borrower may draw the Loan in one or more drawdowns during the period of 12 months from the date of this Agreement by giving the
Lender 5 business days’ prior notice, specifying the drawdown date, amount and disbursement instructions for the funds to
be drawn.


 


	2.	Promise
    to Pay


Within
5 years from the date of receipt of funds on each drawdown, Borrower promises to pay to the Lender the sum of each drawdown together
with unpaid interest and other charges. On the 5th anniversary of the date of this Agreement all unpaid principal and
interest matures and are due and payable to the Lender.


 


	3.	Interest


The
Borrower agrees to pay to the Lender on the first day of each quarter, interest at 6% per annum on the balance of the Loan plus
accrued and unpaid interest and other charges outstanding during the previous quarter. Payment of interest will be in Hong Kong
Dollars and will be paid to the Lender in accordance with disbursement instructions provided by the Lender no later than 5 business
days prior to the due date of each payment of interest.


 


	4.	SECURITY


The
Borrower grants Lender the first right of claim to its RMB$5,000,000 fixed deposit held in Borrower’s bank account (account
information below). Prior to receiving any drawdown on the Loan, Borrower will take all actions necessary to make Lender an authorized
signatory on the Borrower’s bank account with transaction limits so as to aloe Lender to transfer the full balance of the
account. So long as there is an outstanding loan and unpaid interest balance under this Agreement, Borrower may not withdraw any
funds from that account without the express written permission of the Lender. Any funds removed from the account before this Loan
is repaid in full will first be paid to the Lender until all principal and interest on the Loan are repaid. Within 5 business
days following the complete repayment of all outstanding loan and interest balances, Lender will take all actions necessary to
remove Lender from Borrower’s bank account as an authorized signatory.


 


Account
Holder:Shanhun (wholely owned subsidiary of GLOBAL LONG INC LIMITED)


Beneficiary
Bank: China Construstion Bank


Bank
Address: GuangDong Branch


SWIFT:
PCBCCNBJGDX


Account
Number:44001531405053008458



 



    	 



    	 



    




 





	5.	Additional
    BORROWINGS


Until
all principal and interest are repaid on the Loan, Borrower agrees not enter into any other loans with any party without the written
permission of the Lender. Borrower agrees that all other such loans entered into with Lender’s permission will be subordinate
with respect to payment of principal, interest and other charges due on this Loan.


 


	6.	Remittance
    of Loan proceeds


The
proceeds from this loan will be remitted to the following account:


 


Account
Holder:Ko Wai Ling


Beneficiary
Bank: HSBC Hong Kong





Bank
Address: 1 Queen’s Road Central, Hong Kong


SWIFT:
HSBCHKHHHKH


Account
Number:548-121755-001


 


	7.	Prepayment


Borrower
has the right, but not the obligation, to repay the whole principal balance of this Loan plus unpaid interest at any time after
the 1st anniversary of the date of this Agreement.


 


	8.	Assignment


Lender
has the right at any time to assign this Agreement to any party on written notice to the Borrower. Borrower may not assign this
Agreement to any party without written permission of the Lender.


 


	9.	Payment
    default interest


After
the 5th anniversary of the date of this Agreement, the Borrower shall pay interest on the unpaid amount of principal plus unpaid
interest from such due date and until the payment of said sum in full at 15% per annum.


 


	10.	Late
    Charge


If
repayment of outstanding principal or interest is not paid within 30 days of any due date, Borrower agrees to pay a late charge
of 2% of the total amount to be paid. For avoidance of doubt, Late Charges apply to payment of principal and interest on maturity
of the Loan and to payment of interest on quarterly interest payment due dates.


 


	11.	Events
    of Default


 


The
following events shall constitute an Event of Default under this Agreement:


 


		(a)	The
                                         Borrower breaches any material covenant of this Agreement in any material respect.



 


	 	(b)	The
    Borrower shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or
    trustee for it or for a substantial part of its property or business; or such a receiver or trustee shall otherwise be appointed.


 






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	 	(c)	Bankruptcy,
    reorganization, insolvency proceeding, liquidation proceedings or other proceedings or relief under any bankruptcy law or
    any law, or the issuance of any notice in relation to such event, for the relief of debtors shall be instituted by or against
    the Borrower and if so instituted are not dismissed within 45 days of initiation.


 


	 	(d)	A
    final judgment or judgments for the payment of money in excess of HKD$600,000 in the aggregate shall have been rendered by
    a court against Borrower and the same shall not be discharged (or provision shall not made for such discharge), or a stay
    of execution thereof shall not have been procured, within 45 days or such longer period during which the execution of the
    same shall have been stayed, or an appeal taken therefrom and the execution thereof stayed during such appeal.


 


	12.	remedies
    on an event of defaul


On
occurrence of an Event of Default, Lender may demand immediate payment of the entire remaining unpaid balance of this loan, without
giving further notice, and Borrower shall pay interest at 15% per annum on the unpaid amount of principal and unpaid interest
from the date of Default until all unpaid principal and interest due on the Loan is repaid.


 


	13.	Notice


Notices
required to be given to a party to this Agreement shall be in writing and may be delivered personally, sent by registered mail
or by email, in each case addressed to the party at its address set out below or to such other address as a party may from time
to time notify the other party.


 


Lender:


Man
Loong Bullion Company Limited


8/F,
Tower 5, China Hong Kong City


Tsim
Sha Tsui, Hong Kong


Choi
Kee Yuen


852-2155-3999


 


Borrower:


GLOBAL
LONG INC LIMITED


Rm
C, 2/F., Capital Trade Centre, 62 Tsun Yip Street,


Kwun
Tong Hong Kong


Address


Ko
Wai Ling


852-8206-1801


 


	14.	Governing
    Law


This
Agreement shall be governed by and construed in accordance with the laws of Hong Kong and subject to the non-exclusive jurisdiction
of the Hong Kong courts.


 


	15.	Severability


If
any provision of this Agreement is held for any reason to be unenforceable, the remainder of this Agreement shall, nevertheless
remain in full force and effect.


 


	16.	CounterpartS


This
Agreement may be executed in any number of counterparts, each of which is an original and all of which together evidence the same
Agreement.


 



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IN
WITNESS WHEREOF this Agreement has been executed on the date first above written.


 


	LENDER

    Man Loong Bullion Company Limited	 	BORROWER

    GLOBAL LONG INC LIMITED
	 	 	 
	 /s/ Choi
    Kee Yuen	 	/s/
    Ko
    Wai Ling 
	Authorized
    Signature	 	Authorized
    Signature
	 	 	 
	Choi
    Kee Yuen, Direct, CEO	 	Ko
    Wai Ling, Director 
	Print
    Name and Title	 	Print
    Name and Title


 


 




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