Exhibit 4.5.8


 


ENTRUSTMENT LOAN AGREEMENT (this “Agreement”)


 


(For Corporate Business)


 


Serial No. : Xing Yin Shen Tian An
Wei Jie Zi (2015) No. 0007





 


	Entrustor	:	Shenzhen Nepstar Pharmaceutical Co., Ltd. (affixed with the corporate seal)
	Domicile	:	Neptunus Yinhe Keji Building, Kejizhong 3rd Road, Shenzhen 
	Legal Representative/Principal Officer	:	Zhang Yingnan 





	Contact Person	:	                                               	Title	:	_______________________





	Mailing Address	:	Neptunus Yinhe Keji Building, Kejizhong 3rd Road, Shenzhen 





	Postal Code	:	518000                                        	Telex	:	_______________________
	Telephone Number	:	26430133                      	Facsimile	:	________________________





	Lender	:	Shenzhen Tian’an Sub-Branch of Industrial Bank Co., Ltd. (the “Bank”)
	Domicile	:	Suite 101, Tower A, Phase 1, Tian An Innovation Technology Square 
	Legal Representative/Principal Officer	:	Zhang Pengfeng 





	Contact Person	:	Lin Beixiang	Title	:	_______________________





	Mailing Address	:	Suite 101, Tower A, 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, Nanyou Avenue,  Nanshan District, Shenzhen 
	Legal Representative/Principal Officer	:	Tu Feng 





	Contact Person	:	______________________	Title	:	___________________________





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





	Postal Code	:	518000                               	Telex	:	___________________________
	

                                    Telephone Number
	:	___________________	Facsimile	:	___________________________


 


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

        Industrial Bank Building, Futian District,
        Shenzhen



   




     


     


    




 


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.


 




     


     


    

 


Pursuant to the Entrusted Loan Entrustment
Agreement by and between the Entrustor and the Lender dated October 30, 2015 numbered as Xing Yin Shen Tian An Wei Tuo Zi (2015)
No. 0007, the Lender is entrusted by the Entrustor to disburse the Entrusted Loan 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 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 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 PRC.


 


“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 of various factors, such as macro policies, economic cycle or market price.


 


“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.


 




     


     


    

 


“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) hereunder 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 and arbitrations during the course of enforcement
of obligations, attorney fees and expenses, travel and accommodation, applications for enforcement, property preservation, and
other expenses that necessary for the enforcement of obligations.


 


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 Bank of China (the “PBOC”)
that is effective from time to time.


 


“PBOC RMB Deposit
Benchmark Rate” means the benchmark interest rate for RMB deposits published by the 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.


 




     


     


    

  


Article 2   Amount of the Borrowing


 


The Borrowing under this Agreement shall
be in an amount of RMB One Hundred and Twenty Nine Million, Two Hundred and Sixty One 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 November 4, 2015 and ending on November 4, 2016 (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 be expired on the same day, or in other words, all the installments disbursed separately
shall be expired 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 be accrued on the Borrowing at the Interest Rate as follows:


 


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 period] basis, and on each [monthly/quarterly/semi-annual/
yearly/other 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).


 


(5)           In the event that the benchmark rate
is canceled by the PRC government or is not available any more on the market during the Tenor, 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 various factors such as the industrial practice, the status of
the interest rate. 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
be accrued 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 be accrued 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 period] shall be an interest settlement date (the “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 N/A[monthly/quarterly/semi-annual/yearly/other 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 the 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  N/A.


 


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
penalty payment on such amount so misappropriated at a default interest rate equal to the Interest Rate plus N/A%. 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 a 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 N/A%. 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.


 




     


     


    

  


(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: N/A.


 


2.            On each repayment date and Interest
Settlement Date specified herein, 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 final installment 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.


 


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 _____________;


 


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


 


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


 


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


 


(6) 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 position, or any agreement with any party.


 


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


 


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 provisions of any law, regulation, rule or agreement 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
the entire 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.            All 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 non-compliance
of discipline, violation of law, or claim involving the Borrower or any of its senior officers;


 


(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 position 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 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.


 




     


     


    

  


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 agreement 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 position 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
been 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
position 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 provide 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.


 


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, attorney fees, travel and accommodation, application
for enforcement, asset preservation and other expenses that necessary for the enforcement of obligations


 


Article 11   Acceleration of Loan


 


1. During the Tenor of the Borrowing, if
the Borrower or the surety (i.e., the guarantor, the mortgagor or the pledgor 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 part 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-compliance 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 any Borrowing hereunder when they become due and payable;


 


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


 


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


 




     


     


    

  


(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 charge an overdue penalty interest;


 


(4) if the Borrower
misappropriates the Entrusted Loan, the Entrustor shall be entitled to charge a 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 borne 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


 


(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 charge liquidated damages on a daily basis in an amount equal
to N/A% 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 Article 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 after any combination, re-organization or change of name.


 


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 within the system of 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.


 


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 60 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 where the Lender resides;


 


(2) to refer the controversy
or dispute to Shenzhen Arbitration Commission for arbitration under its then effective arbitration rules (place of which
shall be 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: N/A.


 


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 from the above address, it shall be deemed served:


 


(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 banking or telephone banking 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
members 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 but not limited to the execution of any relevant agreements, 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 terms 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 purpose.


 


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


 


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


 


Article 19   Notarization and Voluntary
Submission to Enforcement


 


1. If the party hereto 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 people’s court with jurisdiction.


 




     


     


    

  


Article 20   Supplementary Provisions


 


The party hereto acknowledges that, the
domicile and contact details as stipulated in this Agreement shall also be the delivering address and manner for any relevant service
of process, including but not limited to, various legal document during the course of arbitration and enforcement, such as arbitration
application and notice, notice of an arbitration proceeding or case acceptance notice, defence response, anti-arbitration request,
evidence, notice of hearing, arbitration award, mediation order, enforcement notice, reminder etc..


 


	Contact Person	:	 	 	Address 	:	 
	Postal Code	:	 	 	Telephone Number 	:	26430133
	Servicing Agent (if so, please state )	:	 	 	Address	:	 
	Postal Code	:	 	 	Telephone Number 	:	 


 


Both parties acknowledge and agree that
any service of process shall be delivered by hand and the manner as follows:


 


	 	mail	 	fax ( fax number : _____________)	 	email (email address:___________)  
	 	SMS (number: _________________)	 	 


 


If the service of process mentioned above
is sent to the above address, it shall be deemed served. Any service of process is served by the Servicing Agent shall be deemed
served by the party who appoints the Servicing Agent. If any of the contact information and the method of delivery change, such
party shall promptly notify the other parties in writing. If such party fails to do so, such contact information and the method
of delivery shall be deemed as unchanged and any consequences resulting therefrom shall be borne by the party who fails to make
such prompt notification.


 




     


     


    

  


	Entrustor	
        (affixed with the corporate seal)

         

        Signed by the legal representative or agent
        of

        Shenzhen Nepstar Pharmaceutical Co., Ltd.
        (深圳市海王星辰医药有限公司)
	
         

          

         

        Dated October 30, 2015

	Lender	
        (affixed with the corporate seal)

         

        Signed by the legal representative or agent
        of

        Shenzhen Tian’an Sub-branch of Industrial
        Bank Co., Ltd.

        (兴业银行股份有限公司深圳天安支行)
	
         

         

         

         

        Dated October 30, 2015

	Borrower	
        (affixed with the corporate seal)

         

        Signed by the legal representative or agent
        of

        Shenzhen Nepstar Management Consulting
        Co., Ltd. (深圳市海王星辰管理咨询有限公司)
	
         

         

         

         

        Dated October 30, 2015