Exhibit 4.22


 


Supplemental Agreement to Loan Agreement


 


This Supplemental Agreement to Loan Agreement
(this “Supplemental Agreement”) is entered into on March 16, 2016 by and among:


 


Party A: Beijing Chuangrui Media Co.,
Ltd.


Party B: Beijing Zhongming Century Technology
Co., Ltd.


Party C: 


C1: BabyTree (Beijing) Information
Technology Co., Ltd.


C2: BabyTree (Beijing) Consulting
Co., Ltd.


C3: Hai Tun (Shanghai) International
Commerce Co., Ltd.


C4: Mei Tun Mei Wu (Shanghai)
Information Technology Co., Ltd.


C5: BabyTree (Tianjin) Media
Technology Co., Ltd.


C6: Beijing BabyTree Market
Consulting Co., Ltd.


C7: Mei Tuan Mama (Shanghai)
E-Commerce Co., Ltd.


Party D: BabyTree Inc.


Party E: Wang Huainan


 


Party C1, C2, C3, C4, C5, C6 and C7 are
referred to collectively as Party C, and individually as a Party C. Party A, Party B, Party C, Party D and Party E are referred
to as a Party and collectively as Parties. Unless otherwise provided in this Supplemental Agreement, the defined terms in this
Supplemental Agreement shall have the same meaning as set forth in the Loan Agreement (as defined below).


 


Whereas: 


 





		(1)	The Parties have entered into the Loan Agreement (“Loan Agreement”) on July 20, 2015
and agreed upon the terms in relation to Party A’s provision of Agreed Loan and debt-to-equity swap and each Party’s
rights and obligations, etc.



 


		(2)	The Parties have entered into the Supplemental Agreement to the Loan Agreement (“Original
Supplemental Agreement”) on January 13, 2016.





 


The Parties agree to replace the Original
Supplemental Agreement with the below new Supplemental Agreement through friendly negotiation. The Parties hereby agree as follows:


 




     


     


    

 


Article 1      Adjustment to the Arrangement
of Agreed Loan Amount


 


Party A decides to
accelerate the maturity of RMB186,000,000 (“Amount Due”) of the Agreed Loan as provided in Article 1 of the Loan Agreement.
No interest shall be charged for the accelerated loan. Party B shall wire the aforementioned Amount Due of RMB186,000,000, free
of any interests, to Party A’s designated bank account before March 31, 2016.


 


Article 2      The Amount of Debt-to-Equity
Swap


 


For the avoidance of
doubt, the Parties hereby further agree that the amount of Party A’s subsequent debt-to-equity swap in accordance with Article
9 of the Loan Agreement shall be the balance after deducting the repaid Agreed Loan from the Agreed Loan, i.e. RMB372,000,000 (“Amount
of Party A’s Debt-to-Equity Swap”).


 


Article 3      Valuation of the Swapped
Equity


 


Whereas the execution
of this Supplemental Agreement to cause the decrease of Party B’s capital, to maintain the capital needed for Party B’s
ordinary business operation and development, Party B shall seek the convertible debt investment (“Supplemental Investment”),
the amount of which is equivalent to the Amount Due before Party A convert the debt into equity, i.e., the sum of the Supplemental
Investment and Amount of Party A’s Debt-to-Equity Swap equals the amount of the Agreed Loan (RMB558,000,000) as provided
in the Loan Agreement. The Supplemental Investment will bring the Party B’ valuation after investment (“Valuation after
Investment”) back to RMB4,774,000,000. Therefore, after the completion of the Supplemental Investment and before any financing
that increases the capital, Party A’s shareholding percentage of Party B = the Amount of Party A’s Debt-to-equity Swap
/ Valuation after Investment. Each Party hereby undertakes that whether the aforementioned Supplemental Investment is completed
or not shall not influence Party B’s payment of the Amount Due to Party A in accordance with Article 1 of this Supplemental
Agreement.


 


Article 4      Representatives and Warranties


 


Each Party shall
make the following representation and warranties to the other Party that: it has the full ability and authorization to execute,
deliver and perform this Supplemental Agreement and complete all civil actions in relation to the contemplated transaction under
this Supplemental Agreement; in addition, it has adopted necessary procedures to receive the full authorization necessary for execution,
delivery and performance of this Supplemental Agreement, and other documents to be executed and delivered in relation to the contemplated
transaction under this Supplemental Agreement.


 




     


     


    

 


Article 5      Revision and Amendment


 


This Supplemental
Agreement shall not be revised or amended unless all Parties execute relevant written documents. In regard to the matters provided
in this Supplemental Agreement, in case there is any conflict between the Loan Agreement and this Supplemental Agreement, this
Supplemental Agreement shall prevail. The remaining matters not provided by this Supplemental Agreement shall be referred to the
relevant provisions set forth in the Loan Agreement.


 


Article 6       Dispute Resolution


 


Any dispute arising
out of or in connection with this Agreement shall first be resolved through amicable consultation between the Parties. If the consultation
fails to resolve the dispute or one Party refuses to resolve through consultation, the dispute shall be submitted to China International
Economic and Trade Arbitration Commission and resolved in accordance with the then effective arbitration rules in Beijing. The
arbitration decision is final and binding on each Party. During the term of resolving the dispute, each Party shall continue to
perform other provisions of this Agreement.


 


Article 7      Effectiveness and Validity


 


This Supplemental
Agreement shall be an integral part of the Loan Agreement and have the save legal force of the Loan Agreement. This Supplemental
Agreement shall take effect upon the official execution and sealing by the authorized representative of each Party. The Original
Supplemental Agreement shall become null and void at the same time.


 


Article 8      Counterparts


 


This Agreement is
made in five (5) counterparts, Party A, Party B, Party C, Party D and Party E each holds one counterpart. Each counterpart shall
have equal legal force.


 


[The remaining of this page is
intentionally left blank]


 




     


     


    

 


Below is the signature page of Supplemental
Agreement to Loan Agreement:


 


Party A: /Seal/ Beijing Chuangrui
Media Co., Ltd. 


 


Legal Representative / Authorized
Signatory: /s/ Legal Representative


 




     


     


    

 


Below is the signature page of Supplemental
Agreement to Loan Agreement:


 


Party B: /Seal/ Beijing Zhongming
Century Technology Co., Ltd. 


 


Legal Representative / Authorized
Signatory: /s/  Legal Representative


 




     


     


    

 


Below is the signature page of Supplemental
Agreement to Loan Agreement:


 


Party C1: /Seal/ BabyTree (Beijing)
Information Technology Co., Ltd.


 


Legal Representative / Authorized
Signatory: /s/  Legal Representative


 




     


     


    

 


Below is the signature page of Supplemental
Agreement to Loan Agreement:


 


Party C2: /Seal/ BabyTree (Beijing)
Consulting Co., Ltd.


 


Legal Representative / Authorized
Signatory: /s/  Legal Representative


 




     


     


    

 


Below is the signature page of Supplemental
Agreement to Loan Agreement:


 


Party C3: /Seal/ Hai Tun (Shanghai)
International Commerce Co., Ltd.


 


Legal Representative / Authorized
Signatory: /s/  Legal Representative


 




     


     


    

 


Below is the signature page of Supplemental
Agreement to Loan Agreement:


 


Party C4: /Seal/ Mei Tun Mei Wu (Shanghai)
Information Technology Co., Ltd.


 


Legal Representative / Authorized
Signatory: /s/  Legal Representative


 




     


     


    

 


Below is the signature page of Supplemental
Agreement to Loan Agreement:


 


Party C5: /Seal/ BabyTree (Tianjin)
Media Technology Co., Ltd.


 


Legal Representative / Authorized
Signatory: /s/  Legal Representative


 




     


     


    

 


Below is the signature page of Supplemental
Agreement to Loan Agreement:


 


Party C6: /Seal/ Beijing BabyTree Market
Consulting Co., Ltd. 


 


Legal Representative / Authorized
Signatory: /s/  Legal Representative


 




     


     


    

 


Below is the signature page of Supplemental
Agreement to Loan Agreement:


 


Party C7: /Seal/ Mei Tuan Mama (Shanghai)
E-Commerce Co., Ltd.


 


Legal Representative / Authorized
Signatory: /s/  Legal Representative


 




     


     


    

 


Below is the signature page of Supplemental
Agreement to Loan Agreement:


 


Party D: BabyTree Inc.


 


Legal Representative / Authorized
Signatory: /s/  Authorized Signatory


 






     


     


    

 


Below is the signature page of Supplemental
Agreement to Loan Agreement:


 


Party E: Wang Huainan /s/ Wang Huainan