Exhibit 10.23


 


Guarantee Agreement by Natural Person
for Credit Line Loan


[Unofficial English
Translation]


 


Contract No.: B. 2020 E. 17609 Q.H.-1


Guarantor (Party A): Bao Minfei


 


Address: No.16, Baisha Futing, Xingzhou
Garden, Xihu District, Hangzhou City


 


Name and Number of Certificate: Citizen
ID Card: 510402197304140958 Postal Code: 518000


 


Fax: Blank                Tel.:13805729242


 


Creditor (Party B): Shenzhen
Branch of China Construction Bank Corporation


 


Address: Block A, Rongchao Business
Center, No. 6003 Yitian Road, Futian District, Shenzhen City


 


Legal Representative (Person in Charge):
Wang Ye Postal Code: 518000


 


Fax: 0755-23821111          Tel.: 0755-23828888


 


Place of Signing: Futian District, Shenzhen
City


 


Whereas Party A is willing
to provide guarantee for a series of debts of the Debtor under the Contract for Credit Line Loan (hereinafter referred to
as the Contract for Credit Line Loan) with the No. of J.2020 E.17609 Q.H. signed by Party B and Shenzhen United Time Technology
Co., Ltd. (hereinafter referred to as the “Debtor”), according to relevant laws, regulations and rules, Party A and
Party B have reached an agreement through negotiation to conclude this Contract for mutual compliance.


 


Article I Master
Contract and Guarantee Scope


 


I. Under the Contract
for Credit Line Loan, Party B will sign (and/or has signed) relevant annexes, disbursing application for the credit line loan,
notices and other legal documents with the debtor during the valid period of credit line under the Contract for Credit Line
Loan for the Debtor to continuously handle the loan business agreed in the Contract for Credit Line Loan.


 


The Master Contract
guaranteed by this Contract includes but is not limited to the above-mentioned Contract for Credit Line Loan and its related
annexes, disbursing application for the credit line loan, notice, confirmation, agreement, various types of vouchers and other
legal documents forming the relationship between credit rights and debts.


 


II. The guarantee scope
of this guarantee is:


 


1. The
principal balance under the Master Contract that shall not exceed the equivalent (currency) RMB (amount in capital) Fifteen Million
Only; and


 


2. Interest
(including compound interest and penalty interest), liquidated damages, indemnity, other payments to be made by the debtor to Party
B (including but not limited to the relevant handling fees, telecommunications fees and miscellaneous fees paid by Party B, and
relevant bank fees refused to be borne by the Beneficiary under the letter of credit, etc.), and all expenses incurred by Party
B to realize the credit rights and security rights (including but not limited to legal fees, arbitration fees, property preservation
fees, travel expenses, execution fees, assessment fees, auction fees, notarial fees, delivery fees, announcement fees, legal fees,
etc.).


 


3.The guarantee scope
agreed in this Contract is the amount in total of price and tax including value-added tax.


 


III. If Party A performs
the guarantee liabilities according to this Contract, the maximum amount of the guaranteed principal shall be deducted accordingly
according to the principal amount paid off by Party A.


 


IV. Even if the actual
formation time of loans, advances, interest, expenses or any other credit rights of Party B under the Master Contract exceeds the
valid period of credit line, it still falls within the guarantee scope of this Contract. The expiration date of the debt performance
period under the Master Contract shall not be limited by the expiration date of the credit line.


 


Article II Guarantee
Method


 


The guarantee provided
by Party A under this Contract is a joint and several liability guarantee.


 






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Article III Guarantee
Period


 


I. The
guarantee period under this Contract shall be calculated separately according to the single loan issued by Party B to the Debtor,
i.e. from the date of issuance of the single loan to three years after the expiration of the debt performance period under that
loan.


 


II. If
Party B and the Debtor reach an extension agreement on the debt performance period under the Master Contract, the guarantee period
shall end at three years after the expiration of the debt performance period re-agreed in the extension agreement. The extension
does not require the consent of the Guarantor, but the Guarantor still needs to bear joint and several guarantee liabilities.


 


III.       If
Party B announces the early maturity of the debt in case of any matters stipulated by laws and regulations or agreed in the Master
Contract, the guarantee period shall end at three years after the early maturity of the debt.


 


Article IV Independence
of Guarantee Contract


 


The validity of this
Contract is independent of the Master Contract. The failure, invalidity, partial invalidity, cancellation or termination of the
Master Contract shall not affect the validity of this Contract. If the Master Contract is confirmed as invalid, ineffective, partially
invalid or canceled or terminated, Party A shall also be jointly and severally liable for the debts incurred by the Debtor due
to the return of property or compensation for losses.


 


Article V Change
of Master Contract


 


I. Party A agrees that
Party B and the Debtor need not notify Party A of any changes to the Master Contract (including but not limited to extending the
debt performance period or increasing the principal amount of credit rights), and Party A shall still assume the guarantee liabilities
within the guarantee scope agreed upon in this Contract.


 


II. Change of Parties


 


Party A’s guarantee
liabilities shall not be reduced or exempted due to any of the following circumstances:


 


(I) Party
B or the Debtor has any restructuring, consolidation, merger, division, increase or decrease of capital, joint venture, joint operation,
renaming, etc.;


 


(II) Party
B entrusts a third party to perform its obligations under the Master Contract.


 


III. If
the transfer of credit rights or debts under the Master Contract is not effective, invalid, canceled or terminated, Party A shall
still assume joint and several guarantee liabilities to Party B in accordance with this Contract.


 


IV. If the credit rights
under the Master Contract are transferred, the guarantee credit rights under this Contract will be transferred accordingly.


 


Article VI Guarantee
Liability


 


I. If the debt under
the Master Contract expires or Party B announces that the debt expires ahead of schedule according to the stipulations of the Master
Contract or legal provisions, the Debtor fails to perform in full and on time, or the Debtor violates other stipulations of the
Master Contract, Party A shall assume the guarantee responsibility within the guarantee scope.


 


II. No matter whether
Party B has other guarantees (including but not limited to warranty, mortgage, pledge, letter of guarantee, standby letter of credit
and other guarantee methods) for the credit rights under the Master Contract, no matter when the above other guarantees are established
and whether they are valid, whether Party B claims rights to other guarantors, and whether or not a third Party Agrees to assume
all or part of the debt under the Master Contract, no matter whether other guarantees are provided by the Debtor itself or not,
Party A’s guarantee liabilities under this Contract will not be reduced or exempted, Party B may directly require Party A
to assume the guarantee liabilities within its guarantee scope in accordance with this Contract, and Party A will not raise any
objection.


 


III. If Party A only
provides guarantee for part of the debts under the Master Contract, Party A agrees that even if the debts under the Master Contract
are partially eliminated due to the Debtor’s repayment, Party B’s realization of other guarantee rights or any other reasons,
Party A shall still bear the guarantee liabilities for the debts that have not yet been eliminated within the guarantee scope in
accordance with the stipulations of this Contract.


 


IV. If the debts under
the Master Contract have not been fully paid off after Party A assumes the guarantee liabilities, Party A promises that its claim
(including pre-exercise) of subrogation right or recourse right to the Debtor or other guarantors shall not cause any damage to
Party B’s interests, and agrees that the repayment of debts under the Master Contract shall have priority over the realization
of Party A’s subrogation right or recourse right.


 


Specifically, before
Party B’s credit rights are fully paid off,


 


(I) Party A agrees not
to claim subrogation right or recourse right from the Debtor or other guarantors; if Party A realizes the above rights for any
reason, it shall pay off the outstanding credit rights of Party B in priority.


 






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(II) If there is any
object guarantee for the debts under the Master Contract, Party A agrees not to claim the guarantee or the proceeds from its disposal
for the reason of exercising the subrogation right or for any other reasons, and the above guaranty and the proceeds shall be used
to pay off the outstanding credit rights of Party B in priority;


 


(III) If the Debtor
or other guarantors provide counter guarantee for Party A, the amount obtained by Party A based on the above counter guarantee
shall be used to pay off the outstanding credit rights of Party B.


 


V. Party A has fully
realized the interest rate risk. If Party B adjusts the interest rate level, interest bearing or interest settlement method according
to the agreement in the Master Contract or the change of the national interest rate policy, resulting in an increase in the interest,
penalty interest and compound interest payable by the Debtor, Party A shall also bear joint and several guarantee liabilities for
the increase.


 


VI. In addition to the
debts under the Master Contract, if the Debtor has other debts due to Party B, Party B has the right to transfer and collect the
RMB or other currency in the account opened by the Debtor in China Construction Bank system, which shall be first used to pay off
any debts due, and Party A’s guarantee liabilities shall not be reduced and exempted.


 


Article VII Party
A’s Other obligations


 


I. Party
A shall supervise the use (including purpose) of the Debtor’s loan.


 


II. Party
A shall truthfully provide Party B with relevant information such as its property and personal credit, and ensure the accuracy,
truthfulness, completeness and validity of the above information; Party A shall not provide any guarantee to any third party beyond
its own affordability without Party B’s written consent.


 


III. If
Party A has changed its nationality, domicile, marital status, major diseases, administrative or criminal punishment, major civil
legal disputes, deterioration of its financial situation, or lose or may lose the guarantee ability for any reason, it shall immediately
notify Party B in writing, and implement the assumption, transfer or inheritance of the guarantee liabilities under this Contract
according to Party B’s requirements, or provide new guarantee satisfactory to Party B for the performance of the Master Contract.


 


IV. In
case of merger, division, equity change, increase or decrease of capital, joint venture or joint operation, etc. of the entity
where Party A is the controlling shareholder or actual controller, Party A shall timely notify Party B.


 


Article VIII Other
Provisions


 


I. Transfer and Collection
of Payables


 


Party B has the right
to transfer the corresponding amount in RMB or other currencies from the account opened by Party A in China Construction Bank system
for all the payables of Party A under this Contract, without prior notice to Party A. Party A is obliged to assist Party B in handling
the procedures of foreign exchange settlement and sale or foreign exchange trading, and the exchange rate risk shall be borne by
Party A.


 


II. Use of Party A’s
Information


 


Party A agrees that
Party B can query, print and save Party A’s credit status and other personal information through the basic financial credit
information database and other legally established credit agencies, and the information obtained through the query can be used
to verify the guarantor’s qualification, post loan management, other matters related to the loan and other purposes specified by
law. Party A also agrees that Party B will provide Party A’s personal information and credit information (including malicious information)
to the basic financial credit information database and other credit agencies established according to law.


 


III. Announcement for
Collection


 


Party B shall have the
right to inform the relevant departments or units of Party A’s breach of contract, and shall have the right to make a public
announcement through the news media for collection.


 


IV. Evidence Validity
of Party B’s Records


 


Unless there is reliable
and definite evidence to the contrary, Party B’s internal accounting records about the principal, interest, expenses and repayment
records, the documents and vouchers produced or retained by Party B in the process of Debtor’s withdrawal, repayment, payment of
interest and other business, as well as the records and vouchers of Party B’s collection of loans, shall constitute the confirmation
evidence effectively proving the credit rights relationship under the Master Contract. Party A shall not raise any objection just
on the ground that the above records, documents and vouchers are made or retained by Party B unilaterally.


 


V. Reservation of Rights


 


The rights of Party
B hereunder shall not affect or exclude any other rights granted by laws, regulations and other contracts. Any tolerance, grace
period, preferential treatment, or delay regarding the performance of any rights hereunder shall be deemed neither as waive of
the rights and interests hereunder nor as the consent or acceptance for any behaviors violating this Contract. Such tolerance,
grace period, preferential treatment, or delay regarding the performance of any rights hereunder shall neither influence, prevent
or hinder continuous performance of the rights or performance of other rights nor cause the Party B to assume any rights and obligations,
arising thereof, for the Party A.


 






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Even if Party B does
not perform or delay the performance of any rights under the Master Contract or does not use up any relief thereunder, Party A’s
guarantee liabilities thereunder shall not be reduced and exempted therefore. However, if Party B reduces and exempts the debts
hereunder, the Party A’s guarantee liabilities will be reduced and exempted accordingly.


 


VI. Dissolution or Bankruptcy
of the Debtor


 


After Party A knows
that the Debtor has entered the dissolution or bankruptcy procedure, it shall immediately notify Party B to declare its credit
rights. Meanwhile, it shall participate in the dissolution or bankruptcy procedure in a timely manner and exercise the recourse
right in advance. If Party A knows or should know that the Debtor has entered dissolution or bankruptcy procedures, but fails to
exercise the recourse right in advance in time, the losses shall be borne by Party A itself.


 


Notwithstanding the
agreement in Item 2 of Paragraph 5 in this Article, if Party B and the Debtor reach a settlement agreement or agree to a reorganization
plan during the Debtor’s bankruptcy proceedings, Party B’s rights under this Contract will not be damaged by the settlement agreement
or reorganization plan, and Party A’s guarantee liabilities will not be reduced or exempted. Party A shall not oppose Party B’s
claims under the conditions stipulated in the settlement agreement and reorganization plan. For the credit rights that Party B
has made concessions to the Debtor during settlement agreement and reorganization plan and has not obtained the settlement, Party
B shall still have the right to require Party A to pay.


 


VII. If Party A or the
Debtor fails to comply with laws, regulations or rules on environmental and social risk management, or may bring harm and related
risks to the environment and society in the construction, production and business activities (including but not limited to environmental
and social issues related to energy consumption, pollution, land, health, safety, resettlement, ecological protection, energy conservation
and emission reduction, climate change, etc.), Party B shall have the right to exercise the guarantee right under this Contract
in advance and take other relief measures agreed in this Contract or permitted by law.


 


VIII. In case of any
change in Party A’s communication address or contact information, Party A shall immediately notify Party B in writing, and
Party A shall bear the legal consequences caused by failure to notify in time.


 


IX. Dispute Resolution


 


Any dispute arising
from the performance of this Contract can be settled through negotiation. If negotiation fails, it shall be settled as the following
method of item 1. During the litigation or arbitration period, the clauses of this Contract that do not involve disputes
shall still be performed.


 


1. Bring a lawsuit to
the people’s court where Party B is located.


 


2. Bring a lawsuit to
the people’s court where the Contract is signed.


 


3. Submit to the Blank
Arbitration Commission (place of arbitration is Blank), and conduct arbitration in accordance with the arbitration
rules in force at the time of applying for arbitration. The arbitration award is final and binding upon both Both
Parties.


 


X. Conditions for the
Contract Entry into Force


 


This Contract shall
come into effect after being signed by Party A or Authorized Agent and being signed or stamped with official seal (or special seal
for contract) by Party B’s Person in Charge or Authorized Agent.


 


XI. This Contract is
made in quadruplicate.


 


XII. Other Matters


 


(I) Party A and Party
B have agreed on the address for service and legal consequences of various notices, agreements, and documents related to this Contract:


 


1. Address for Service


 


(1) Party A confirms
that its valid address for service is:


 


No.16, Baisha Futing,
Xingzhou Garden, Xihu District, Hangzhou City


 


(2) Party B confirms
that its valid address for service is:


 


China Construction
Bank, Floor 1, Building 18, Hongrui Garden, Nanshan District, Shenzhen City


 


2. Application
of Address for Service


 


The above addresses
for service are applicable to the delivery of various kinds of notices, agreements and documents relevant to the Contract, including
but not limited to the delivery of various kinds of notices, agreements during contract performance period, delivery of relevant
documents during dispute and the delivery of relevant documents and legal documents in first trial, second trial and executive
procedure and other procedures after the dispute’s entering arbitration and civil procedure.






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3. Change of Address
for Service


 


(1) If Party A needs
to change the address for service, it shall notify Party B in writing 10 working days in advance, and the written notice
shall be delivered to the address for service of Party B;


 


(2) If Party B needs
to change the address for service, it shall notify Party A by telephone or e-mail.


 


(3) If one party changes
its address in arbitration or civil litigation, the party shall also perform the obligation of written notice to the arbitration
institution and the court.


 


(4) After one party
performs the obligation of sending the notice of change of address according to the above agreement, the address for service after
change will be the effective address for service; otherwise the previously confirmed address for service shall still be the effective
address for service.


 


4. Legal Consequences


 


(1) If the notice, agreement,
legal document and other documents are not actually received by the party due to the address for service provided or confirmed
by either party is inaccurate, the notice obligation is not fulfilled in time in the above manner after the change of address for
service, the party or its designated receiver refuses to receive, etc, in case of service by post, the date of return of documents
shall be deemed as the date of service; in case of direct service, the date on which the addresser records the information on the
service receipt on the spot shall be deemed as the date of service.


 


(2) For the above-mentioned
address for service, the arbitration institution and the court can directly mail the service, even if the parties fail to receive
the documents mailed by the arbitration institution and the court, due to the above agreement, it shall also be deemed as service.


 



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Article IX Party
B’s Handling Bank and Seal Affixing


 


Party A confirms: after
this Contract comes into effect, Party B may entrust Shenzhen Branch of China Construction Bank Corporation and/or one or more
of its branches as the handling bank for this Contract. The handling bank has the right to perform its obligations under this Contract
in its own name, sign relevant legal documents and enjoy the rights under this Contract, including but not limited to being responsible
for the actual performance (all or part), debt collection, litigation/arbitration, execution and other matters of this Contract.
If the handling bank has performed Party B’s obligations under this Contract, it shall be deemed that Party B has performed this
Contract, and Party A’s obligations and responsibilities shall not be reduced or exempted. Party B or the handling bank shall have
the right to affix the official seal, the special seal for relevant business or the special seal for contract of Party B or the
handling bank on the relevant materials or certificates.


 


Article X Party
A’s Statement and Guarantee


 


1. Party A clearly understands
the business scope and authority of Party B.


 


2. Party A has read
all the terms of this Contract and the Master Contract, and has paid special attention to the second paragraph of Article VIII
of this Contract. As requested by the Party A, Party B has made explanations for the corresponding terms and conditions of this
Contract and the Master Contract. Party A has full information and understanding regarding the implication of the terms and conditions
and the corresponding legal consequence of this Contract and the Master Contract.


 


3. Party A has the legal
qualification to act as guarantor.


 


4. Party A confirms
that it has fully understood the Debtor’s assets, debts, operation, credit and reputation, whether it has the qualification and
authority to sign the Master Contract and all the contents of the Master Contract.


 


Party A or the authorized
agent has checked the name and number of Party A’s certificate on the first page before signing, and confirmed that they
are correct.


 


Party A or Authorized
Agent (Signature): Bao Minfei


 


May 8, 2020


 


Party B (Seal): Shenzhen
Branch of China Construction Bank Corporation (Seal Affixed)


 


Person in Charge or
Authorized Agent (Signature): Wang Ye


May 8, 2020


 


 


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