Exhibit 4.5.6


 


English translation of Chinese original


 


ENTRUSTMENT LOAN AGREEMENT


(For Corporate Business)


 


Serial No.: Xing Yin Shen Tian An Wei
Jie Zi (2014) No. 0019


 


Entrustor: Shenzhen Nepstar Pharmaceutical Co., Ltd.
(affixed with the corporate seal)


 


Domicile: A-15B, Shenzhen Nanshan District Haiwang Building 


 


Legal Representative/Principal Officer: Zhang Simin


 


Contact Person: ____________Title: _____________________


 


Mailing Address: Shenzhen Nanshan District Haiwang Building A-15B


 


Postal Code: ____518000____Telex: __________________


 


Telephone Number: _26430133_Facsimile: _____________


 


Lender: Shenzhen Tian’an Branch of Industrial Bank Co.,
Ltd. (the “Bank”)


 


Domicile: Suite 101, Tower 1, Phase 1, Tian An Innovation Technology
Square 


 


Legal Representative/Principal Officer: Zhang Pengfeng


 


Contact Person: Lin Beixiang__Title: _____________________


 


Mailing Address: Suite 101, Tower 1, Phase 1, Tian An Innovation
Technology Square 


 


Postal Code: ____518000_____Telex: __________________


 


Telephone Number: __83432045___Facsimile: _____________


 


Borrower: Shenzhen Nepstar Management Consulting Co., Ltd.
(affixed with the corporate seal)


 


Domicile: 15C, Haiwang Building, Shenzhen Nanshan District Nanyou
Avenue 


 


Legal Representative/Principal Officer: Tu Feng


 


Contact Person: ____________Title: _____________________


 


Mailing Address: 15C, Haiwang Building, Shenzhen Nanshan District
Nanyou Avenue 


 


Postal Code: _____518000___Telex: __________________


 


Telephone Number: _____________Facsimile: _____________


 


Place of Execution: Shenzhen Branch of Industrial
Bank Co., Ltd.


Industrial Bank Building, Futian District,
Shenzhen


 


 




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Important Reminder for Agreement Signing


 


In order to protect your interest, please read through carefully,
examine and confirm each of the following items prior to your signing of this agreement:


 


I.         You have
the right to sign this agreement, and you have obtained all the authorizations necessary for your signing hereof to the extent
any such authorization of any person is required under any law;


 


II.        You
have carefully read and fully understood the provisions in this agreement and have paid special attention to those provisions concerning
the imposition of liabilities, or release of or limitations on the liabilities of the Bank, and the contents of those sections
highlighted in bold;


 


III.       Both
your company and you yourself have fully understood the meaning of, the corresponding legal consequences that may arise from, and
are willing to be bound by, the provisions in this agreement; 


 


IV.       The
draft of this agreement provided by the Bank is a form only. In this draft, there is a blank left after each relevant article,
and at the end of the agreement, an article under the heading of “Supplementary Provisions” is inserted for the parties
to this agreement to make any amendments, additions or deletions; and 


 


V.        Where
you have any question about this agreement, please promptly consult the Bank.


 


 




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Pursuant to the Entrusted Loan Entrustment Agreement by and between
the Entrustor and the Lender dated September 3, 2014 numbered as Xing Yin Shen Tian An Wei Tuo Zi (2014) No. 0019,
the Lender is entrusted by the Entrustor to disburse the Entrusted Loan (as defined below) to the Borrower. With a view to specifying
the responsibilities and to acting in good faith, in accordance with relevant laws and regulations of the People’s Republic
of China (the “PRC”) and after negotiations on an equal footing, the parties hereto hereby enter into this Entrustment
Loan Agreement (this “Agreement”) for mutual observance.


 


Article 1   Definitions and Interpretation


 


Unless otherwise agreed in writing among the parties hereto, when
used in this Agreement, the following terms shall be defined and interpreted as follows:


 


1.          “Entrusted
Loan” means a loan that shall be disbursed by the Lender (i.e., the Entrustee) for and on behalf of the Entrustor to
a specific person, for specific purposes, in a specific amount, for a specific tenor and at a specific interest rate determined
by the Entrustor from the funds provided by the Entrustor to the Lender, and shall be recovered with the assistance of the Lender.
In connection with each Entrusted Loan, the Lender shall receive the charges only and not take any risks in any form.


 


A “Loan” means a monetary amount disbursed
to the Borrower by the Lender hereunder upon the entrustment of the Entrustor.


 


A “Borrowing” means a monetary amount
received by the Borrower from the Lender after the Borrower’s request to the Lender for Borrowing is reviewed and approved
by the Lender, in each case in accordance with this Agreement.


 


Each party hereto agrees and acknowledges that
the monetary amount disbursed to the Borrower by the Lender hereunder shall be consistent to the monetary amount received by the
Borrower from the Lender hereunder.


 


2.          “Loan
Risks” includes without limitation, legal and policy risks, credit risks, market risks, operational risks, force majeure
risks and any other risks.


 


“Legal and Policy Risks” means
the risks that any Entrusted Loan is rendered unable to be recovered on time or both on time and in full as a result of any modification
of or change in applicable laws or regulations of the People’s Republic of China.


 


“Credit Risks” means the risks
arising from any failure of the Borrower to satisfy its obligations for repayment under this Agreement.


 


“Market Risks” means the risks
that any Entrusted Loan is rendered unable to be recovered on time or both in full and on time as a result of any change in macro
policies, economic cycle, market price or any other similar factors.


 


“Operational Risks” means the
risks that any Entrusted Loan is rendered unable to be recovered on time or both in full and on time as a result of any incomplete
or problematic procedures or improper management actions in the course of the disbursement and management of such Entrusted Loan.


 




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“Force Majeure Risks” means
the risks that any Entrusted Loan is rendered unable to be recovered on time or both in full and on time as a result of the occurrence
of any objective circumstances that are unforeseeable, unavoidable or insurmountable by either the Entrustor or the Entrustee.


 


“Other Risks” means any other
risks that may render any Entrusted Loan unable to be recovered on time or both in full and on time, excluding those described
above.


 


3.          “Obligations”
or “Master Obligations” means the RMB obligations generated from the disbursement of any Loan to the Borrower
(the debtor) by the Lender (the creditor) after having reviewed and approved the applicable request from the Borrower, including
the principal amounts, interest, default interest, compound interest, liquidated damages, indemnities and the Expenses for the
Enforcement of the Obligations incurred by the Lender.


 


Each of the parties hereto agrees and acknowledges
that the Obligations of the Borrower towards the Lender under this Agreement shall be consistent to the debts of the Borrower owed
to the Lender under this Agreement.


 


4.          “Expenses
for the Enforcement of Obligations” includes without limitation, costs and expenses for litigations, arbitrations, property
preservation, applications for enforcement, attorney fees and expenses, public announcements, appraisals, verifications, auctions,
realizations, telecommunications, travels and disposals.


 


5.          “Workday”
used herein means a business day of the Lender; where in the course of the performance of this Agreement, any drawdown date or
repayment date falls on a date that is not a business day of the Lender, the drawdown or repayment shall be put off till the immediately
following business day of the Lender.


 


6.          For
purposes of this Agreement, the following terms shall be defined and interpreted as follows:


 


“PBOC RMB Loan Benchmark Rate” means
the benchmark interest rate for RMB loans published by the People’s Republic of China (“PBOC”) that is effective
from time to time.


 


“PBOC RMB Deposit Benchmark Rate”
means the benchmark interest rate for RMB deposits published by the People’s Republic of China (“PBOC”) that
is effective from time to time.


 


“LPR” means the loan prime rate calculated
and published by the National Interbank Funding Center based on the best loan interest rates offered by quoting banks that is effective
from time to time.


 


“SHIBOR” means the Shanghai Interbank
Offered Rate calculated and published by the National Interbank Funding Center that is effective from time to time.


 


“LIBOR” means the T-2 Day London Interbank
Offered Rate prevailing on London financial market, which covers such currencies as USD, Euro Dollar, and Japanese Yen. Of which,
T means the date on which the loan is actually disbursed; T-2 means the second Workday prior to the date on which the loan is actually
disbursed. The definition of T and T-2 shall be applicable to all sections below.


 


“HIBOR” means the T-2 Day Hongkong
Interbank Offered Rate prevailing on Hong Kong financial market.


 




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Article 2   Amount of the Borrowing


 


The Borrowing under this Agreement shall be in an amount of RMB
Twenty-Nine Million, Two Hundred and Sixty Thousand only.


 


Article 3   Purposes of the Borrowing


 


The Borrowing received hereunder shall be applied towards the
funding of working capital requirements. Without prior written consent of the Entrustor, the Borrower may not apply any part
of the Borrowing towards any other purpose.


 


Article 4   Tenor of the Borrowing


 


1.          The
tenor of the Borrowing hereunder shall be 12 months, starting on September 3, 2014 and ending on September 3,
2015 (the “Tenor”).


 


2.          Where
the Loan is to be disbursed in a lump-sum, the date of actual disbursement as recorded on the receipt of borrowing and/or certificate
of borrowing shall be deemed as the disbursement date. Where the date of actual disbursement is later than the disbursement date
so recorded, the Tenor shall be extended accordingly.


 


[N/A 3.  Pursuant
to the instructions of the Entrustor, the Borrowing shall be disbursed by installments in accordance with the following schedule:


 


	On ___[insert the applicable date], RMB____[insert the applicable amount];	On ___[insert the applicable date], RMB____[insert the applicable amount];
	 	 
	On ___[insert the applicable date], RMB____[insert the applicable amount];	On ___[insert the applicable date], RMB____[insert the applicable amount];
	 	 
	On ___[insert the applicable date], RMB____[insert the applicable amount];	On ___[insert the applicable date], RMB____[insert the applicable amount];


 


The Lender shall transfer each of the relevant amounts as specified
above to the account of the Borrower on each of the dates as specified above.]


 


4.          Where
the Loan is to be utilized by installments, all the installments shall expire on the same day, or in other words, all the installments
disbursed separately shall expire simultaneously on the expiration date specified on the receipt of borrowing and/the certificate
of borrowing for the first installment.


 


5.          In
the event that the Lender accelerates the Loan under the circumstances set forth herein or in accordance with the instructions
of the Entrustor, it shall be deemed that expiration date of the Tenor is accelerated accordingly.


 


Article 5   Interest Rate and Payment of Interest


 


As agreed between the Entrustor and the Borrower, interest shall
accrue on the Borrowing at the interest rate as follows (the “Interest Rate”):


 




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1.          Interest
Rate 


 


(1)         The pricing
benchmark rate shall be the one set forth in Item _N/A__below:


 


(i)          PBOC
RMB Loan Benchmark Rate for _N/A____ tenor.


(ii)         PBOC RMB
Deposit Benchmark Rate for N/A____ tenor.


(iii)        LPR for _N/A____
tenor.


(iv)        SHIBOR for _N/A___tenor.


(v)         LIBOR for
__N/A___tenor.


(vi)        HIBOR for _N/A___tenor.


 


(2)         The Interest
Rate shall be determined at the pricing formula set forth in Item _N/A___below:


 


(i)          Interest
Rate = pricing benchmark rate + _N/A___%.


(ii)         Interest
Rate = pricing benchmark rate × _N/A___%.


 


(3)         The Interest
Rate (meaning a rate per annum, which is applicable to all sections below) shall be determined in accordance with the provisions
set forth in Item _N/A___below:


 


(i)          a
fixed rate, which shall be determined based on the pricing benchmark rate effective on the date of actual disbursement of the Borrowing
and the pricing formula, and shall remain unchanged during the Tenor.


 


(ii)         a floating
rate, which shall be determined based on the pricing benchmark rate and the pricing formula effective on the date of actual disbursement
of the Borrowing and the date of adjustment of interest rate (the “Date of Interest Rate Adjustment”). The Date of
Interest Rate Adjustment shall be determined in accordance with the provisions set forth in Item __N/A__below:


 


A.           The
Interest Rate hereunder shall be adjusted on a(an) __N/A____[monthly/quarterly/semi-annual/ yearly/other time period]
basis, and on each [monthly/quarterly/semi-annual/ yearly/other time period] anniversary of the date of actual disbursement
of the Borrowing, which shall be an Interest Rate Adjustment Date; and for any month that does not have a date correspond to such
anniversary, the last day of such month shall be deemed an Interest Rate Adjustment Date.


 


B.           _____N/A_____________________.


 


In case of any adjustment to the benchmark rate during the Tenor,
no notice will be given to the Borrower.


 


(iii)        any other interest
rate: ______[N/A]________________.


 


(4)         Where the
Borrowing is disbursed by installments, the interest rate applicable to each installment shall be determined based on the benchmark
rate effective on the date of actual disbursement of such installment (or the applicable Date of Interest Rate Adjustment).


 




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(5)         In the
event that the benchmark rate is canceled by the PRC government or is not available any more on the market, the Entrustor hereby
authorizes the Lender to redetermine the Interest Rate in accordance with the applicable PRC policies concerning interest rate,
by adhering to the principal of fairness and good faith and by reference to the industrial practice, the status of the interest
rate and any other similar factor. In case the Borrower has any disagreement thereon, it shall consult with the Entrustor. Where
such disagreement fails to be resolved through such consultation, the Entrustor shall have the right to accelerate the Loan and
the Borrower shall immediately pay any and all the principal and accrued interest then outstanding.


 


2.      
    Manners of Payment of Interest


 


(1)         Calculation
of Interest. Interest shall accrue on the principal of the Borrowing, whether in RMB or foreign currency, starting from the date
on which the Borrowing is transferred into an account of the Borrower by the Lender under this Agreement. The interest to accrue
on the Borrowing per day = amount outstanding under the Borrowing that day × daily interest rate. The conversion between
daily rate and annual rate shall be conducted in accordance with the applicable PBOC regulations and international practice.


 


(2)         The interest
accrued on the Borrowing shall be paid in the manners set forth in Item __N/A___below:


 


(i)          it
is agreed hereunder that the 20th day of [each calendar month/the last month of each calendar quarter/the last
month of each half year/the last month of each calendar year/other time period] shall be an interest settlement date (an
Interest Settlement Date”), and the Borrower shall pay the Lender the accrued interest for the current Interest Period on
the day immediately after the current Interest Settlement Date; provided, however, any and all the principal and interest outstanding
under the Borrowing shall be paid on the expiration date of the Tenor.


 


(ii)         The date
that falls on the day immediately preceding the _________[monthly/quarterly/semi-annual/ yearly/other time period]anniversary
of the date of actual disbursement of the Borrowing (or for any month that does not have a date corresponding to such anniversary,
the last day of such month shall be deemed an anniversary) shall be an interest settlement date (an “Interest Settlement
Date”). The Borrower shall pay the Lender the accrued interest for the current Interest Period on the day immediately after
the current Interest Settlement Date; provided, however, that the interest for the last Interest Period shall be paid on the expiration
date of the Tenor.


 


(iii)        any alternative
manners for the payment of interest _____________________.


 


3.       
   Default Interest and Compound Interest


 


(1)         In the
event that the Borrower misappropriates any amount of the Borrowing for any purpose other than those specified herein, the Entrustor
hereby authorizes the Lender to charge compound interest on such amount so misappropriated at a default interest rate equal to
the Interest Rate plus _its_50%. In the event that the Borrower fails to repay any amount of the Loan and fails to
reach agreement with the Entrustor on the extension of the Tenor, and as result, such amount becomes delinquent, the Entrustor
hereby authorizes the Lender to charge default interest on such delinquent amount at a default interest rate equal to the Interest
Rate plus _its_50%. In the event that any interest accrued on the Loan fails to be paid on time, the Entrustor
hereby authorizes the Lender to charge compound interest at the default interest rate applicable to the delinquent amount specified
above.


 




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(2)         Where the
Interest Rate is a fixed rate, the default interest rate shall also be a fixed one; and accordingly, where the Interest Rate is
a floating rate, the default interest rate shall also be a floating one. The floating period of the default interest shall be consistent
to that of the Interest Rate.


 


(3)         The default
interest and the compound interest shall be calculated and collected in the same way as the regular interest on the Loan set forth
herein.


 


Article 6   Repayment of the Principal 


 


1.          The
principal of the Borrowing hereunder shall be repaid in the manners set forth in Item _(A) below:


 


(A)         The principal
of the Borrowing shall be repaid in a lump-sum on the expiration date of the Tenor.


 


(B)         The principal
of the Borrowing shall be repaid by installments in accordance with the following repayment schedule:


 


	
        On ___[insert the applicable date], RMB____[insert the applicable
        amount];

         
	
        On ___[insert the applicable date], RMB____[insert the applicable
        amount];

         

	
        On ___[insert the applicable date], RMB____[insert the applicable
        amount];

         
	
        On ___[insert the applicable date], RMB____[insert the applicable
        amount];

         

	On ___[insert the applicable date], RMB____[insert the applicable amount];	On ___[insert the applicable date], RMB____[insert the applicable amount];


 


(C)         Any alternative
manners for the repayment of the principal: ____________.


 


2.          On
each repayment date and Interest Settlement Date specified in this Agreement, the Borrower shall punctually and in full, repay
the principal of and the accrued interest on any amount of the Borrowing received hereunder. In the event that the Borrower fails
to repay punctually any principal of or interest on any amount of the Borrowing, the Lender shall have the right to debit from
any account of the Borrower maintained with the Lender or any organization within the system of the Lender the necessary amount
in satisfaction of the fees, expenses, principal and interest due from the Borrower in accordance with the applicable regulations
concerning banking accounting and in the order stipulated in the internal rules of the Lender.


 


3.          Where
a repayment date falls on a date that is not a business day of the Lender, the repayment shall be put off till the immediately
following business day of the Lender; provided, however, that such date that is not a business day shall be included into the number
of days during which the Loan is actually occupied. At the repayment of the last amount of the principal of the Borrowing, any
and all the accrued interest that remains outstanding by then shall be paid simultaneously, regardless of the provisions concerning
the Interest Settlement Date set forth in Article 5 above.


 


4.          Subject
to the review and consent of the Entrustor, the Borrower may prepay the whole or any part of the principal of the Entrusted Loan.


 




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Article 7   Handling Charges


 


1.          The
Lender shall receive handling charges equal to 1‰ of the amount of the Entrusted Loan. The handling charges shall
be paid by the Entrustor in a lump-sum prior to the disbursement of the Borrowing. The Entrustee shall be entitled to debit the
handling charges directly from any account of the Entrustor.


 


Article 8   Security


 


[N/A 1.  The
borrowing contemplated hereunder shall be secured by the security interest to be provided by the guarantors acceptable to the Entrustor
under the following security agreement(s): 


 


(1) the __________________[insert name of the security agreement]
numbered as ________, under which the security is provided in the form of __________, and the guarantor is _____________;


 


(2) the __________________[insert name of the security agreement]
numbered as ________, under which the security is provided in the form of __________, and the guarantor is _____________; and


 


(3) the __________________[insert name of the security agreement]
numbered as ________, under which the security is provided in the form of __________, and the guarantor is _____________.]]


 


2.          Until
the execution and effectiveness of each and all the security agreements hereunder and the completion of all the required procedures
for the perfection of the security created thereunder, the Lender shall have the right to withhold the performance of such obligations
as for the disbursement of the Loan.


 


Article 9   Representations and Undertakings of the Borrower


 


The Borrower hereby voluntarily makes the following representations
and undertakings and will assume the legal liabilities for the truth thereof:


 


1.          The
Borrower is a legal entity established and validly existing under the laws of the PRC, and has the full capacity for civil conduct.
The Borrower undertakes that it will, at the request of the Entrustor or the Lender, provide the relevant certificates, permits
and licenses as well as any other documents as requested by the Entrustor or the Lender from time to time.


 


2.          The
Borrower has the full power to perform all its obligations and responsibilities under this Agreement, and its liabilities for repayment
hereunder will not be relieved or released as a result of any order, any change of its financial status, or any agreement with
any person.


 


3.          The
Borrower has the full power, authorization and legal right to execute this Agreement, and has obtained or completed (i) any and
all the internal corporate approvals, authorizations and any other relevant procedures, and (ii) any and all the approvals, registrations,
authorizations, consents, permits and any other relevant procedures from or with any required governmental or regulatory authorities
necessary for its execution and performance of this Agreement, and all such approvals, registrations, authorizations, consents,
permits and any other relevant procedures are in full legal force and effect.


 




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4.          The
execution of this Agreement by the Borrower fully complies with the relevant articles of association, internal decisions, or shareholder
or board resolutions of the Borrower. This Agreement does not conflict with or violate any of the articles of association, internal
decisions, shareholder or board resolutions or policies of the Borrower.


 


5.          The
execution and performance of this Agreement are based on the expression of the real intentions of the Borrower. The execution and
the performance of this Agreement do not violate any provision of any law, regulation, rule or contract by which the Borrower is
bound. This Agreement is legal, valid and enforceable. The Borrower shall, promptly and on an unconditional basis, indemnify the
Entrustor and the Lender against any and all the losses arising from the invalidity of this Agreement due to any flaw in the right
of the Borrower to the execution and performance of this Agreement.


 


6.          Any
and all the documents, financial statements and other materials provided by the Borrower to the Entrustor or the Lender hereunder
are true, complete, accurate and effective, and the Borrower will maintain all the financial indices required by the Entrustor
of the Lender.


 


7.          The
Borrower agrees that the borrowing contemplated hereunder shall be bound by the rules and customary practice of the Lender, which
shall be subject to the interpretation of the Lender.


 


8.          In
the event that the Borrower fails to perform any of the Obligations hereunder, it hereby authorizes the Lender to debit directly
the corresponding amount from any account of the Borrower maintained with the Lender or any organization within the system of the
Lender.


 


9.          No
matter at what stage of the transaction after the execution of this Agreement, where the Borrower submits to the Lender for review
and approval of any document relating to any specific transaction, the Borrower shall ensure the truth of all such documents. The
Lender will make a decision on the apparent truth of any transaction documents, not participate in or know the substance of any
specific transaction conducted by the Borrower, and not assume any liabilities therefor.


 


10.         The Borrower
hereby acknowledges that other than those disclosed to the Entrustor or the Lender, the Borrower does not know any of the following
circumstances, whether pending or threatened, which may result in the Entrustor or the Lender refusing to disburse the Borrowing
hereunder:


 


(1)         any obligations
or contingent liabilities to which the Borrower is subject, including without limitation, any mortgage, pledge, lien or any other
encumbrance created on any assets or income of the Borrower that has not been disclosed to the Lender;


 


(2)         any material
noncompliance of discipline, violation of law, or claim involving the Borrower or any of its senior officers;


 




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(3)         any default
by the Borrower under any agreement between the Borrower and any of its other creditors relating to obligations or creditor rights;


 


(4)         there has
not occurred and does not exist any litigation, arbitration or administrative proceedings pending, or to the knowledge of the Borrower
threatened, against the Borrower or any of its assets, and the Borrower is not subject to any liquidation or winding-up or any
other similar proceedings by or against the Borrower; or


 


(5)         Any other
circumstances which may have an adverse effect on the Borrower’s financial status or ability to repay debts.


 


11.         The Borrower
hereby undertakes that it will apply the Borrowing towards the purposes specified herein, not misappropriate nor will it allow
any amount of the Borrowing to be applied towards any purpose in violation of the intent of this Agreement. The Borrower shall
subject itself to and cooperate with the Entrustor or the Lender in the supervision, inspection and check by the Entrustor or the
Lender from time to time on the utilization of the Borrowing, the operational and financial activities, inventory, assets and liabilities,
bank deposits and cash on hand of the Borrower, or any other requirement deemed necessary or advisable by the Entrustor or the
Lender.


 


12.         The Borrower
shall provide adequate and valid security or any other security deemed appropriate or acceptable by the Entrustor.


 


13.         The Borrower
may not allow its registered capital to be reduced in any way. Without prior written consent of the Entrustor, the Borrower may
not transfer its obligations hereunder to any third party, whether in whole or in part. Prior to the full satisfaction of all its
obligations hereunder, the Borrower may not satisfy any of its obligations owed to any of its creditors prior to the same falling
due.


 


14.         In the
event that the Lender is involved in any dispute between the Borrower and any third party as a result of any litigation or arbitration
or any other dispute between the Lender and the Borrower or any third party related to the Borrower due to the Lender’s performance
of its obligations hereunder, the Borrower shall indemnify the Lender against any and all the litigation or arbitration costs and
expenses, attorney fees, and any other costs and expenses paid by the Lender in connection therewith.


 


15.         The Borrower
shall conduct all the settlement business arising under this Agreement through a settlement account opened by it with the Lender.


 


16.         In the
event that the security interest granted hereunder is in the form of mortgage on building(s), the Borrower shall have the obligation
to promptly notify both the Entrustor and the Lender upon being aware of any information that the mortgaged building(s) may be
demolished. Where the mortgaged building(s) is/are demolished, if compensation is paid in the form of property in consideration
of such demolition, the Entrustor or the Lender shall have the right to request the Borrower to prepay the indebtedness owed hereunder
or create a new mortgage and enter into a new mortgage agreement. During the period after the original mortgaged building(s) is/are
extinguished and before the registration of new mortgage is completed, security interest granted by a person who is qualified to
do so shall be provided. If compensation is paid in the form of cash in consideration of such demolition, the Borrower shall be
obligated to cause the mortgagor to deposit the cash compensation into a special deposit account or certificate of deposit, which
account or certificate shall be used to secure the Master Obligations.


 




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Article 10   Other Rights and Obligations


 


		1.	The Entrustor shall transfer the entrusted funds into its account for entrusted loans on a timely basis. The Lender will not
commence disbursement procedures in accordance with the entrustment loan agreement and the loan contract etc. until the entrusted
funds of the Entrustor have been deposited into its account for entrusted loans.



 


		2.	The funds for Entrusted Loan shall be obtained from legitimate sources and may not be credit-extending fund obtained from the
Lender; otherwise the Entrustor shall bear legal liability correspondingly.



 


		3.	The Entrustor and the Borrower shall provide true materials, including, without limitation, documents, statements and certificates,
required by the Lender.



 


		4.	The Borrower shall repay the principal of the Entrusted Loan and interest accrued thereon in the same currency as that of the
Borrowing, unless otherwise agreed by the Entrustor and the Borrower.



 


		5.	The Entrustor shall be responsible for any pre-loan-extending investigation on the Borrower, the surety or the collaterals
and make determination upon the Borrower and the surety or the collaterals after necessary analysis and evaluation. The scope of
investigation shall include, without limitation, the purpose of the loan, basic information, credit standing, financial condition
of the Borrower and the surety and any other things required to be investigated.



 


		6.	The Entrustor shall review the conditions for disbursement of the Entrusted Loan. Once the Loan is disbursed by the Lender,
it shall be deemed that the Borrowing shall have satisfied all the conditions for disbursement required by the Entrustor.



 


		7.	The Entrustor shall be responsible for the collection of the Entrusted Loan, inspection of the use of the Entrusted Loan, understanding
the operating activities and financial condition of the Borrower as well as any disputes and security in relation to any indebtedness
of the Borrower.



 


		8.	Each of the Entrustor and the Lender shall have the right to monitor the use of the Borrowing by the Borrower.



 


		9.	The Entrustor shall be entitled to take measures, such as litigation or arbitration, in accordance with applicable law or this
Agreement, to recover the principal and interest of the Loan, and the Lender shall give any assistance required for therefor.



 


		10.	The Borrower hereby irrevocably authorizes the Lender to debit from the bank account of the Borrower the necessary amount in
repayment of the principal of the Entrusted Loan and the interest accrued thereon.



 




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		11.	If the Borrower fails to repay any principal of the Loan or any interest accrued thereon as agreed under this Agreement, the
Entrustor shall assume any Loan Risks in relation to the Entrusted Loan, and shall not require the Lender to assume any liability
for reasons that the Lender fails to perform appropriate supervision, fails to promptly notify the Entrustor of any delay in repayment
or any other reasons. Any dispute between the Entrustor and the Borrower shall be irrelevant to the Lender.



 


		12.	Unless otherwise agreed by the parties hereto, neither the Entrustor nor the Borrower may require the Lender to assume any
other obligations or risks.



 


		13.	Where the Entrustor authorizes the Lender to initiate a lawsuit or arbitration on its behalf, it shall advance to the Lender
the Expenses for the Enforcement of Obligations, including, without limitation, fees in relation to litigation, arbitration, asset
preservation, application for enforcement, announcement, appraisal, evaluation, auction, sale, communication, travel and accommodation
and disposal, as well as attorney’s fee.



 


Article 11   Acceleration of Loan


 


1. During the Tenor of the Borrowing, if the Borrower or the surety
(i.e., the guarantor or the mortgagor under this Agreement) commits any of the following, the Entrustor shall have the right to
cease any disbursement of any amount under this Agreement that has not been disbursed, and accelerate all or portion of the principal
and interest of the Loan. Where the Borrowing is repaid in installments and the Entrustor accelerates any one of the installments
in accordance with this Agreement, all the other installments that have not become due may be deemed due and payable:


 


(1) It provides any false materials or conceals any material operating
or financial matters, or any certificate or document submitted to the Entrustor or the Lender or any representations or warranties
under Article 9 of this Agreement is proved to be untrue, inaccurate, incomplete or willful misleading;


 


(2) It changes the intended purpose of the Borrowing without consent
of the Entrustor , or misappropriates any Borrowing or use any Borrowing in any illegal or non-compliant transactions;


 


(3) It refuses to accept any supervision or inspection of the Entrustor
or the Lender on its use of the loan proceeds and the relevant operating or financial activities;


 


(4) It carries out any significant merger, acquisition or restructuring,
which, in the view of the Entrustor, may affect the repayment of the Borrowing;


 


(5) It intentionally evades from or invalidating any debt through
related party transactions;


 


(6) Its credit standing deteriorates and it ability to repay any
indebtedness, including any contingent liability, apparently weakens;


 


(7) The Borrower fails to repay any principals and interest of or
any expenses relating to any Borrowing when they become due and payable;


 


(8) The Borrower ceases repayment of its indebtedness or is unable
to or indicate that it is unable to repay any indebtedness due and payable;


 




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(9) The Borrower stops production, ceases its business, is declared
bankrupt, dissolves, is cancelled, is involved in any material economic dispute or its financial condition deteriorates or its
business license is revoked;


 


(10) The Borrower fails to perform any of its obligations under
Article 10 or any other obligations under this Agreement, or the surety fails to perform its obligations under the security agreement;


 


(11) The value of any assets subject to mortgage or pledge decreases
or potentially decreases, or the right of pledge requires to be enforced prior to the date the Borrowing becomes due and payable;
and


 


(12) any other events that adversely affect or damage or potentially
adversely affect or damage any rights or interests of the Entrustor or the Lender.


 


2. In the event of acceleration of the Loan, the Entrustor shall
be entitled to take appropriate measures under Article 12.1 and Article 12.5.


 


Article 12   Default Liability


 


1. If the Borrower is in breach of any provision under this Agreement
or the Lender is unable to perform its obligation due to any reason attributable to the Borrower, the Borrower shall bear the following
liability for its breach of Agreement to the Entrustor:


 


(1) if the Entrusted Loan has not been disbursed, the Entrustor
shall have the right to terminate this Agreement and cease disbursement of the Entrusted Loan;


 


(2) if the Entrusted Loan has not become due, the Entrustor shall
have the right to terminate this Agreement and accelerate the principal and interest of the Entrusted Loan;


 


(3) if the Entrusted Loan has become overdue, the Entrustor shall
have be entitled to overdue penalty interest;


 


(4) if the Borrower misappropriates the Entrusted Loan, the Entrustor
shall be entitled to penalty interest for the misappropriation;


 


(5) the Entrustor shall be entitled to take actions to enforce the
obligations of the Borrower hereunder, and any fees and expenses in connection with such enforcement shall be born by the Borrower;
and


 


(6) the Entrustor shall have the right to require the Borrower to
indemnify it against any other economic loss.


 


2. If the Entrustor breaches this Agreement or the Lender is unable
to perform its obligation due to any reason attributable to the Entrustor, the Entrustor shall bear the following liability to
the Borrower:


 


(1) if the Entrusted Loan fails to be disbursed on time, the Entrustor
shall disburse the Entrusted Loan as soon as possible; and


 




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(2) the Entrustor shall indemnify the Borrower against any economic
losses.


 


3. If the Lender breaches this Agreement, the Lender shall indemnify
the Entrustor or the Borrower, as the case may be, against its economic losses in accordance with law.


 


4. If the Entrustor/the Borrower fails to timely pay any handling
charge, the Lender shall be entitled to liquidated damages on a daily basis in an amount equal to _1__% of any unpaid handling
charge.


 


The Entrustee shall be entitled to debit the necessary amount from
the account of the Entrustor in satisfaction of any liquidated damages required to be paid by the Entrustor. The Entrustor shall
be responsible for procuring the Borrower to pay any liquidated damages owed by the Borrower. If the Borrower fails to duly pay
the liquidated damages, the Entrustor agrees to make such payment on behalf of the Borrower, and the Entrustee shall be entitled
to debit the corresponding amount from the account of the Entrustor.


 


5. In the event that the surety under this Agreement (i.e., the
guarantor, mortgagor or pledgor) incurs any of the following events, the Entrustor shall have the right to take measures under
12.1:


 


(1) The guarantor fails to perform its obligations under the applicable
guarantee agreement, or its credit standing deteriorates, or it incurs any other events that weaken its ability of guarantee;


 


(2) The mortgagor fails to perform its obligations under the applicable
mortgage agreement, or intentionally damages or destroys the mortgaged assets, or the value of the mortgaged assets apparently
decreases or may decrease, or it incurs any other events that prejudice the mortgage rights of the Lender; or


 


(3) The pledgor fails to perform its obligations under the applicable
pledge agreement, or the value of the pledged assets apparently decreases or may decrease, or the right of pledge has to be enforced
prior to the satisfaction of the Borrowing, or it incurs any other events that prejudice the right of pledge of the Lender.


 


Article 13   Continuity of Obligations


 


All obligations of the Borrower under this Agreement shall be continuous
and shall have full and equal binding effect on its successor, agent, receiver, assigns and surviving entity.


 


Article 14   Right to Set Off


 


In case the Borrower or the surety fails to perform its liabilities
or breaches its obligations under this Agreement which results in acceleration of its liabilities hereunder, the Lender shall have
the right to debit the necessary amount from any account of the Borrower opened with the Lender for repayment. If the currency
under such account of the Borrower is different from the currency of the Master Obligations, it shall be converted at the buying
rate published by the Lender on the date of debiting.


 




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Article 15   Extension of the Tenor 


 


1. The Borrower may request for extension of the Tenor upon the
expiration of the Entrusted Loan.


 


2. The Borrower shall submit written application for extension to
the Lender 30 Workdays prior to the expiration of the Entrusted Loan, provided that the application shall be approved by
the Entrustor and the surety in writing.


 


3. If the Entrustor approves the extension, the Lender shall enter
into a supplemental agreement for the extension of the Entrusted Loan with the Borrower, the Entrustor and the surety. If the Entrustor
refuses to approve the extension, the Borrower shall perform its obligations hereunder in accordance with this Agreement.


 


Article 16   Governing Law, Jurisdiction and Dispute Resolution


 


1. This Agreement shall be governed by and construed in accordance
with the PRC law, and any dispute in connection with this Agreement shall be resolved in accordance with the PRC law.


 


2. In case of any controversy or dispute in connection with this
Agreement arising from the performance of this Agreement, such controversy or dispute may be resolved through negotiation. If such
negotiation fails, such controversy or dispute shall be resolved in accordance with the method set forth in Item __(2)___below:


 


(1) to institute legal proceedings before the court at the place
of execution of this Agreement;


 


(2) to refer the controversy or dispute to Shenzhen Arbitration
Commission for arbitration under its then effective arbitration rules (in Shenzhen). An arbitral award by Shenzhen
Arbitration Commission shall be final and binding on all the parties involved in arbitration; or


 


(3) any other ways of dispute resolution: ________________________________________.


 


3. During the period when a controversy or dispute is pending hereunder,
the terms that are not in dispute shall continue to be performed, and the Borrower shall not refuse to perform any obligations
under this Agreement on the grounds that any controversy or dispute is pending for resolution.


 


Article 17   Correspondence, Communications and Notification


 


1. Any correspondence, communications and notification under this
Agreement shall be made in writing and sent to the other party at the address or telex number listed on the cover page of this
Agreement, or by other means.


 


2. If any of the contact information of any party changes, such
party shall promptly notify the other parties without any delay. If such party fails to promptly notify the other parties and the
other parties send any document, communications or notifications in accordance with the original contact information, any consequences
resulting therefrom shall be borne by the party who fails to make such prompt notification.


 


3. If any document, communication or notification is sent at the
above address, it shall be deemed served:


 




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(1) if sent by mail (including by courier, regular mail or registered
mail), five Workdays after it is deposited with a post office;


 


(2) if sent by fax or any other electronic means, the day on which
it is transmitted; or


 


(3) if delivered in person, the day on which the intended recipient
signs the acknowledgement of receipt.


 


Where the Entrustee gives a notice by publishing
it on its own website, through its online bank or telephone bank or at its business site, such notice shall be deemed served on
the day on which such notice is so published. In no event, may the Entrustee be held liable for any failure, omission or delay
in the transmission by any postal service, fax, telephone or any other communication system.


 


4. The parties agree that the corporate seal, office seal, finance
specific seal, contract specific seal, sending and receiving acknowledgement seal and the loan specific seal of the Lender shall
be valid seals for the correspondence, communication and notification among the parties. All the staff of the Entrustor and the
Borrower shall be the authorized persons to sign on and receive the correspondence, communication and notification sent to and
from the Entrustor and the Borrower.


 


Article 18   Effectiveness and Miscellaneous


 


1.          This
Agreement shall become effective upon execution by or affixation with the seal of each party hereto.


 


2.          During
the term of this Agreement, any grace or extension granted by the Entrustor or the Lender to the Borrower or the surety or any
delay of the Entrustor or the Lender in the exercise of its rights or interests under this Agreement shall neither prejudice, affect
or limit any and all rights or interests of the Entrustor or the Lender under applicable law and this Agreement, nor be deemed
a waiver by the Entrustor or the Lender of any rights or interests under this Agreement, nor affect any obligations of the Borrower
under this Agreement. 


 


3. In response to its business or management
needs, the Lender shall have the right to authorize or delegate any other branch of the Bank to exercise its rights and perform
its obligations hereunder, including the execution of any relevant contracts, or to transfer the management of a Loan hereunder
to any other branch of the Bank, in each case, without consent from the Borrower/Entrustor. The Borrower/Entrustor hereby acknowledges
the foregoing. 


 


4.          If,
at any time, any term of this Agreement becomes illegal, invalid or unenforceable in any respect, the legality, validity or enforceability
of any other terms of this Agreement shall not be affected or prejudiced.


 


5.          
Headings are inserted for convenience only and shall not be used for the construction of any provision of this Agreement or any
other purposes.


 


6.          The
exhibits hereto shall be an integral part of this Agreement and shall have the same legal effect as this Agreement.


 




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7.          This
Agreement shall be executed in four counterparts, with the Entrustor to hold one, the Lender to hold two and
the Borrower to hold one, and each counterpart shall have the same legal effect.


 


Article 19   Notarization and Voluntary Submission
to Enforcement


 


1. If the Entrustor or the Lender requires this
Agreement to be notarized, this Agreement shall be notarized by a notary public authorized by the relevant authority.


 


2. This Agreement after being notarized shall
be enforceable. Where the Borrower fails to perform its liabilities hereunder or in the case of any circumstances agreed hereunder
that entitle the Entrustor or the Lender to enforce its rights, the Entrustor or the Lender shall have the right to apply for enforcement
to the court with jurisdiction.


 


Article 20   Supplementary Provisions


 


_________________________________________


 


	 	Shenzhen Nepstar Pharmaceutical Co., Ltd. (affixed with the corporate seal)
	Entrustor	 
	 	Legal representative or agent /s/:
	 	 
	 	Dated September 3, 2014
	 	 
	 	Shenzhen Tian’an Branch of Industrial Bank Co., Ltd. (affixed with the corporate seal)
	Lender	 
	 	Legal representative or agent /s/:
	 	 
	 	Dated September 3, 2014
	 	 
	 	Shenzhen Nepstar Management Consulting Co., Ltd. (affixed with the corporate seal)
	Borrower	 
	 	Legal representative or agent /s/:
	 	 
	 	Dated September 3, 2014


 




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