Exhibit 10.14


 


	Daxin Zhuohui Financial Information Service (Shanghai) Co., Ltd.	Loan Contract






 


LOAN
CONTRACT


 


THIS LOAN CONTRACT
(the “Contract”) is entered into by and between the following parties on this 9th day of March, 2020 in Shanghai,
the People’s Republic of China (hereinafter referred to as the “PRC”, and, for the purpose of this Contract,
excluding Hong Kong SAR, Macau SAR and Taiwan):


 


Lender: Shanghai
Santeng Technology Co., Ltd. (the “WFOE”)


Legal representative:
LU Qiaoling


Registered address:
Room 121, 14/F, Building No.2, No.588 Zixing Road, Minhang District, Shanghai


 


Borrower-1:
LU Yongxiang


Identification
No.: 370206195007272814


 


Borrower-2:
GUO Zhiyao


Identification
No.: 320503195311012513


 


In this Contract,
Borrower-1 and Borrower-2 are hereinafter collectively referred to as the “Borrowers” and each a “Borrower”,
and the Lender and the Borrowers are hereinafter collectively referred to as the “Parties” and individually a “Party”.


 


WHEREAS:


 


		1.	Daxin Zhuohui
                                            Financial Information Service (Shanghai) Co., Ltd. (the “Borrowers’ Company”)
                                            is a limited liability company duly established and validly existing under the PRC laws with
                                            a registered capital of RMB 50,000,000. The Borrower-1 holds 90% equity interest in the Borrowers’
                                            Company, and the Borrower-2 hold 10% equity interest therein. All the equity interests owned
                                            by the Borrowers in the Borrowers’ Company at present and in the future are collectively
                                            referred to as the “Borrowers’ Equities”; and



 


		2.	The Lender
                                            acknowledges that it agrees to provide the Borrowers with a loan of RMB 200,000 hereunder
                                            for the purpose specified in this Contract.



 


NOW, THEREFORE,
upon friendly consultation, the Parties hereby agree as follows:


 


Article 1
Loan


 


		1.1	In accordance
                                            with the terms of this Contract, the Lender and the Borrowers hereby acknowledge that the
                                            Lender is entitled to a creditor’s right of RMB 200,000 against the Borrower (the “Loan”),
                                            and please refer to Exhibit 1 for information regarding the loan owed by each Borrower. The
                                            term of the loan commences from the effective date of this Contract and ends on the day when
                                            the Lender exercises its exclusive option in accordance with the Exclusive Option Agreement
                                            under Article 1.1.4 of this Contract. In the case of any of the following circumstances,
                                            the Loan shall immediately become due, and the Borrowers must repay the same immediately:






 







		1.1.1	a
                                            30-day period from the Lender’s delivery of the written notice requesting for repayment
                                            expires;



 






     


     


    

 





	Daxin Zhuohui Financial Information Service (Shanghai) Co., Ltd.	Loan Contract


 


		1.1.2	the
                                            Borrower is subject to termination, deregistration, liquidation and other circumstances involving
                                            termination of business;



 


		1.1.3	the
                                            Borrower commits a crime or is involved in any criminal activity; or



 


		1.1.4	pursuant
                                            to the applicable laws of the PRC, foreign investors are permitted to invest in the principle
                                            business that is currently conducted by the Borrowers’ Company in the PRC with a controlling
                                            stake or in the form of wholly foreign-owned enterprises, the relevant competent authorities
                                            of China has begun to examine and approve such investments, and the Lender decides to exercise
                                            the exclusive option granted to it under the Exclusive Purchase Option Agreement dated March
                                            9, 2020 among the Lender, the Borrower and the Borrower Company (the “Exclusive
                                            Option Agreement”).



 


		1.2	Without the
                                            Lender’s prior approval, the Borrowers shall not transfer this Contract to any other
                                            person.



 


		1.3	The Borrowers
                                            agree to accept the foresaid Loan rendered by the Lender and hereby agree and warrant that
                                            the Loan will be used for the purpose consented by the Lender.



 


		1.4	The Lender
                                            and the Borrowers hereby unanimously agree and acknowledge that the Borrowers may repay the
                                            Loan in the following manner: after the Lender’s exercise of the Option under Exclusive
                                            Option Agreement, the Borrowers shall transfer all of the Borrowers’ Equities to the
                                            Lender or its designated person (legal or natural person), and, to the extent permitted by
                                            applicable laws, use all the proceeds of such transfer to repay the Loan to the Lender in
                                            accordance with this Contract and in the manner designated by the Lender.



 


		1.5	The Lender
                                            and the Borrowers hereby unanimously agree and acknowledge that, subject to applicable laws,
                                            the Lender shall have the right but not the obligation to purchase or designate any other
                                            person (legal or natural person) to purchase all or part of the Borrowers’ Equities
                                            at the Purchase Price set forth in the Exclusive Option Agreement at any time.



 


		1.6	Where the
                                            Borrowers transfer any Borrowers’ Equities owned by them to the Lender or its designated
                                            person, if the transfer price of such equities is equal to or lower than the principal sum
                                            of the Loan hereunder, the Loan under this Contract shall be deemed as an interest-free loan;
                                            provided that, if the transfer price of such equities exceeds the principal sum of the Loan
                                            hereunder, the excess portion shall be deemed as the interest of the Loan hereunder and shall
                                            be repaid to the Lender by the Borrowers. The Borrowers shall be deemed to have fully performed
                                            their repayment obligations hereunder when the person so designated by the Lender has acquired
                                            all the Borrowers’ Equities (subject to completion of the registration with competent
                                            administration for industry and commerce), and/or the Borrowers have repaid the principal
                                            and interests (if applicable) of the Loan to the Lender in full in accordance with this Contract
                                            and the Exclusive Option Agreement.






 



    2


     


    




 





	Daxin Zhuohui Financial Information Service (Shanghai) Co., Ltd.	Loan Contract


 


Article 2 Representations
and Warranties


 


		2.1	The Lender
                                            hereby makes the following representations and warranties to the Borrowers as of the execution
                                            date hereof:



 


		2.1.1	The
                                            Lender is a company duly established and validly existing under the PRC laws;



 


		2.1.2	It
                                            has the power to execute and perform this Contract. The Lender’s execution and performance
                                            of this Contract comply with its business scope, articles of association or other organizational
                                            documents, and it has obtained all necessary and appropriate approvals and authorities to
                                            execute and perform this Contract; and



 


		2.1.3	Upon
                                            execution, this Contract shall constitute the Lender’s legal, valid, and binding obligations
                                            and shall be enforceable against the Lender in accordance with its terms.



 


		2.2	Each of the
                                            Borrowers makes the following representations and warranties to the Borrowers as of the execution
                                            date hereof:



 


		2.2.1	He/she
                                            is a natural person who have full civil rights and capacity to execute and perform this Contract;



 


		2.2.2	He/she
                                            has the power to execute and perform this Contract, his/her execution and performance of
                                            this Contract comply with the articles of association or other organizational documents of
                                            the Borrowers’ Company, and he/she has obtained all necessary and appropriate approvals
                                            and authorities to execute and perform this Contract;



 


		2.2.3	Upon
                                            execution, this Contract shall constitute his/her legal, valid, and binding obligations and
                                            shall be enforceable against him/her in accordance with its terms; and



 


		2.2.4	There
                                            is no pending or threatened dispute, litigation, arbitration, administrative penalty or any
                                            other legal proceeding in connection with the Borrower, which may affect the performance
                                            of this Contract.



 


Article 3 Undertakings
of the Borrowers


 


		3.1	The Borrowers,
                                            in their capacity of shareholders of the Borrowers’ Company, hereby irrevocably undertake
                                            that, within the valid term of this Contract, they will cause the Borrowers’ Company:



 


		3.1.1	to
                                            strictly comply with all the terms of the Exclusive Option Agreement to which the Borrowers’
                                            Company is a party, and to refrain from any action/omission that is sufficient to affect
                                            the validity and enforceability of the Exclusive Option Agreement;






 






    3


     


    

 





	Daxin Zhuohui Financial Information Service (Shanghai) Co., Ltd.	Loan Contract


 


		3.1.2	at
                                            the request of the Lender or its designated party, to execute contract/agreement in respect
                                            of business cooperation with the Lender or its designated party at any time;



 


		3.1.3	to
                                            deliver to the Lender all the information in connection with its operation and financial
                                            condition upon the request of the Lender;



 


		3.1.4	to
                                            immediately notify the Lender of any pending or threatened litigation, arbitration or administrative
                                            penalty in connection with its assets, business and revenues; and



 


		3.1.5	to
                                            appoint any person designated by the Lender to act as the director of the Borrowers’
                                            Company upon the Lender’s request.



 


		3.2	The Borrowers
                                            undertake that, within the valid term of this Contract, they shall:



 


		3.2.1	make
                                            their best efforts to cause the Borrowers’ Company to conduct its principal business,
                                            the specific scope of which shall be subject to the business license;



 


		3.2.2	strictly
                                            comply with the provisions of this Contract, the Equity Pledge Agreement (as set forth in
                                            Exhibit 2 hereto) (the “Equity Pledge Agreement”) and the Exclusive Option
                                            Agreement to which they are a party, and refrain from any action/omission which is sufficient
                                            to affect the validity and enforceability of this Contract, the Equity Pledge Agreement and
                                            the Exclusive Option Agreement;



 


		3.2.3	Except
                                            as provided by the Equity Pledge Agreement, or with the prior written consent of the Lender,
                                            not sell, transfer, mortgage or otherwise dispose any legal or beneficial interests in the
                                            Borrowers’ Equities, nor allow any other security interests to be created thereon;



 


		3.2.4	cause
                                            the shareholders’ meeting and/or the board of directors of the Borrowers’ Company
                                            not to approve any sale, transfer, mortgage or other disposition of the legal or beneficial
                                            interest in the Borrowers’ Equities or the creation of any other security interest
                                            thereon, without the Lender’s prior written consent, except for sale, transfer, mortgage
                                            or other disposition made to the Lender or its designated person;



 


		3.2.5	cause
                                            the shareholders’ meeting and/or the board of directors of the Borrowers’ Company
                                            not to approve the merger or consolidation with any person, or the acquisition of or investment
                                            in any person, without the prior written consent of the Lender;



 


		3.2.6	immediately
                                            notify the Lender of any pending or threatened litigation, arbitration or administrative
                                            penalty in connection with the Borrowers’ Equities;



 




    4


     


    

 





	Daxin Zhuohui Financial Information Service (Shanghai) Co., Ltd.	Loan Contract


 


		3.2.7	execute
                                            all necessary or appropriate documents, take all necessary or appropriate actions, make all
                                            necessary or appropriate claims, and raise necessary and appropriate defenses against all
                                            claims, in order to maintain their ownership of the Borrowers’ Equities;



 


		3.2.8	without
                                            the Lender’s prior written consent, refrain from any action and/or omission that may
                                            have material effect on the assets, business and liabilities of the Borrowers’ Company;



 


		3.2.9	at
                                            the request of the Lender, appoint any persons designated by the Lender as the directors
                                            of the Borrowers’ Company;



 


		3.2.10	to
                                            the extent permitted by the PRC laws, and at the request of the Lender from time to time,
                                            unconditionally transfer the Borrowers’ Equities to the Lender or its designated representative
                                            at any time, and cause other shareholders of the Borrowers’ Company to waive their
                                            right of first refusal in respect of the equity transfer referred in this sub-article;



 


		3.2.11	to
                                            the extent permitted by the PRC laws, and upon the Lender’s request at any time, cause
                                            other shareholders’ of the Borrowers’ Company to unconditionally and promptly
                                            transfer their equity interests in the Borrowers’ Company to the Lender or its designated
                                            representative, and the Borrowers hereby waive their rights of first refusal to the equity
                                            transfer referred in this sub-article;



 


		3.2.12	where
                                            the Lender purchases the Borrowers’ Equities from the Borrowers in accordance with
                                            the provisions of the Exclusive Option Agreement, use all such purchase price obtained by
                                            the Borrowers to repay the Loan to the Lender; and



 


		3.2.13	without
                                            the prior written consent of the Lender, not in any manner supplement, change or amend the
                                            articles of association of the Borrowers’ Company, increase or decrease its registered
                                            capital, or otherwise change its capital structure.



 


Article 4 Liability
for Breach of Contract


 


		4.1	If the Borrowers
                                            commit a material breach of any terms hereunder, the Lender shall have the right to immediately
                                            terminate this Contract by written notice to the Borrowers, and the Borrowers shall indemnify
                                            the Lender against all losses arising from such breach or the early termination of this Contract.
                                            The remedy set forth in this Article 4.1 shall be non-exclusive, and shall not impair or
                                            prejudice any other remedies to which the Lender may be entitled under this Contract or applicable
                                            laws.



 


		4.2	Unless otherwise
                                            specified by laws, the Borrowers shall in no event have the right to terminate or rescind
                                            this Contract.



 


		4.3	If the Borrower
                                            fails to pay any sum pursuant to the schedule specified hereunder, a default interest shall
                                            be calculated thereon at a daily rate of 0.1% until the Borrowers’ full repayment of
                                            such sum (including the default interest).






 






    5


     


    

 





	Daxin Zhuohui Financial Information Service (Shanghai) Co., Ltd.	Loan Contract


 


Article 5 Notices


 


		5.1	All notices
                                            and other communications required or given under this Contract shall be delivered or sent
                                            to the receiving Party by way of personal delivery, registered mail (postage prepaid), commercial
                                            courier service or facsimile transmission. Each notice shall also be served by email. The
                                            dates on which such notices shall be deemed to have been effectively given shall be determined
                                            as follows:



 


		5.1.1	Notices
                                            given by personal delivery (including express mail service) shall be deemed effectively given
                                            on the day when an acknowledgement of receipt thereof is signed;



 


		5.1.2	Notices
                                            given by registered mail (postage prepaid) shall be deemed effectively given on the 15th
                                            day after the date of the return receipt thereof;



 


		5.1.3	Notices
                                            given by way of facsimile transmission shall be deemed effectively given on the date of transmission
                                            as shown on the facsimile, provided that, if such facsimile is given after 5 p.m. or on a
                                            non-business day at the place of receipt, it shall be deemed given on the business day immediately
                                            following the transmission date shown on such facsimile.



 


Article 6 Confidentiality
Obligation


 


		6.1	The Parties
                                            acknowledge and confirm that this Contract, its contents and any oral or written information
                                            exchanged among the Parties in connection with the preparation and performance of this Contract
                                            shall be confidential information. The Parties shall maintain the confidentiality of all
                                            such confidential information, and shall not disclose any confidential information to any
                                            third party without the written consent of the other Party or Parties, except for the information
                                            which: (a) is already known to the public (without unauthorized disclosure by the receiving
                                            Party); (b) is required to be disclosed under the applicable laws or regulations, stock trading
                                            rules or orders of governmental authorities or courts; or (c) is required to be disclosed
                                            by a Party to its shareholders, directors, employees, legal or financial advisors for the
                                            transactions contemplated hereunder, provided that such shareholders, directors, employees,
                                            and legal or financial advisors shall be subject to the confidentiality obligations similar
                                            to those set forth in this Article. Any disclosure of confidential information by a shareholder,
                                            director, employee or engaged agency of a Party shall be deemed as a disclosure of such confidential
                                            information by such Party, who shall be liable for breach of contract in accordance with
                                            this Contract.



 






    6


     


    

 





	Daxin Zhuohui Financial Information Service (Shanghai) Co., Ltd.	Loan Contract


 


Article 7 Governing
Law and Dispute Resolution


 


		7.1	The conclusion,
                                            effectiveness, interpretation, performance, amendment and termination of this Contract and
                                            the resolution of disputes hereunder shall be governed by the laws of the PRC.



 


		7.2	In the event
                                            of any dispute arising from or in connection with this Contract, either Party may submit
                                            the dispute to Shanghai International Economic and Trade Arbitration Commission for arbitration
                                            in Shanghai in accordance with its arbitration procedures and rules then in effect. The arbitration
                                            tribunal shall consist of three arbitrators who shall be appointed in accordance with the
                                            arbitration rules. The claimant and the respondent shall respectively appoint one arbitrator,
                                            and the third arbitrator shall be appointed by the first two arbitrators through negotiations.
                                            The arbitration proceedings shall be conducted in Chinese in a confidential manner. The arbitration
                                            award shall be final and binding upon the parties thereto. In appropriate circumstances,
                                            the arbitration tribunal or arbitrators may award remedial measures in respect of equities
                                            or assets of the Parties in accordance with the dispute resolution clause and/or applicable
                                            PRC laws, including restriction on conduct of business, restriction or prohibition of transfer
                                            or sale of equities or assets, or proposal for the winding-up of the Parties. In addition,
                                            in the course of forming the tribunal, Party A shall have the right to file an application
                                            to any court with competent jurisdiction (including courts in the PRC, Hong Kong and Cayman
                                            Islands) for grant of temporary reliefs.



 


		7.3	In the event
                                            of any dispute arising out of the interpretation and performance of this Contract, or in
                                            the arbitration proceeding of any dispute, the Parties shall continue to exercise their respective
                                            rights hereunder and perform their respective obligations hereunder, except for matters under
                                            dispute.



 


Article 8 Taxes;
Expenses


 


		8.1	Each Party
                                            shall be liable for any and all taxes, costs and expenses incurred by or imposed on such
                                            Party in accordance with the PRC laws due to the preparation and execution of this Contract
                                            and each Transfer Contract as well as the consummation of the transactions contemplated hereunder
                                            and thereunder.



 


Article 9 Miscellaneous


 


		9.1	This Contract
                                            shall come into effect on the day when it is duly signed by the Parties, and shall expire
                                            on the date on which the Parties have fulfilled their respective obligations hereunder.



 


		9.2	This Contract
                                            is made in Chinese in four counterparts, with the Lender and each Borrower respectively holding
                                            one counterpart hereof, and each counterpart hereof shall have the same legal effect.



 


		9.3	The Parties
                                            may amend and supplement this Contract by written agreement. Any amendment or supplementary
                                            agreement among the Parties in respect of this Contract shall be an integral part hereof,
                                            and have the same legal effect as this Contract.



 


		9.4	In the event
                                            that one or more provisions of this Contract are held to be invalid, illegal or unenforceable
                                            in any aspect under any laws or regulations, the validity, legality or enforceability of
                                            the remaining provisions of this Contract shall not be affected or impaired thereby in any
                                            aspect. The Parties shall, through negotiations in good faith, strive to replace such invalid,
                                            illegal or unenforceable provisions with the provisions which are valid to the greatest extent
                                            permitted by laws and desired by the Parties, and the economic effect of such valid provisions
                                            shall be as close as possible to the economic effect of those invalid, illegal or unenforceable
                                            provisions.






 


		9.5	The Exhibits
                                            attached to this Contract shall be integral parts hereof and have the same legal effect as
                                            this Contract.



 


		9.6	Any obligations
                                            accruing or becoming due hereunder prior to the expiration or early termination of this Contract
                                            shall survive the expiration or early termination of this Contract. The provisions of Articles
                                            4, 6 and 7 and this Article 9.6 shall survive the termination of this Contract.



 


(THE REMAINDER
OF THIS PAGE IS INTENTIONALLY LEFT BLANK)


 




    7


     


    

 





	Daxin Zhuohui Financial Information Service (Shanghai) Co., Ltd.	Loan Contract


 


(Signature
Page of the Loan Contract)


 


Lender: 


Shanghai Santeng
Technology Co., Ltd. (official seal)


 


	By:	LU Qiaoling	 
	 	Its Legal or Authorized Representative	 





 


Signed on this
9th day of March, 2020


 




    8


     


    

 





	Daxin Zhuohui Financial Information Service (Shanghai) Co., Ltd.	Loan Contract


 


(Signature
Page of the Loan Contract)


 


Borrower-1:



LU Yongxiang


 


Signature: LU
Yongxiang


 


Signed on this
9th day of March, 2020


 




    9


     


    

 





	Daxin Zhuohui Financial Information Service (Shanghai) Co., Ltd.	Loan Contract


 


(Signature
Page of the Loan Contract)


 


Borrower-2:



GUO Zhiyao


 


Signature: GUO
Zhiyao


 


Signed on this
9th day of March, 2020


 




    10


     


    

 





	Daxin Zhuohui Financial Information Service (Shanghai) Co., Ltd.	Loan Contract


 


Exhibit
1 Borrowers’ Information


 


	Name	 	PRC ID No.	 	 	Contribution to

Borrowers’

Company

(RMB)	 	Shareholding

Ratio in

Borrowers’

Company	 	 	Loan Amount

(RMB)	 
	LU Yongxiang	 	 	370206195007272814	 	 	45 million	 	 	90	%	 	 	180,000	 
	GUO Zhiyao	 	 	320503195311012513	 	 	5 million	 	 	10	%	 	 	20,000	 



 




    11


     


    

 





	Daxin Zhuohui Financial Information Service (Shanghai) Co., Ltd.	Loan Contract


 


Exhibit
2 Equity Pledge Agreement


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


12