Exhibit 10.11


 

 


Comprehensive Line of Credit Contract


 


No.0304201810290087


 


Debtor (Party A): Xiamen Pop Culture Co.,
Ltd.


 


Residence: Unit 836, No.5 Mucuo Road, Huli
District, Xiamen


 


Creditor (Party B): Xiamen Branch, Xiamen
International Bank Co., Ltd.


 


Residence: Units 1A, 1B, 2A, 2B, Xin'gang
Square, No.10 Hu Bin Road North, Siming District, Xiamen


 


Important Note: this contract is made,
in accordance with relevant laws and regulations, by and between the borrower and the lender on an equal and voluntary basis. All
contract terms are true representations of both parties. In order to fully protect the legitimate rights of the debtor, the creditor
specially asks the debtor to carefully read contract terms and conditions, especially those in bold type, and to pay full attention
to contents of the terms and conditions. If there are any doubts or ambiguities, please consult Party B and professionals or professional
institutions in a timely manner. 


 


Upon negotiation, Party B agrees to provide
the following comprehensive line of credit for Party B. In order to clarify economic duties of each party, the parties hereto hereby
covenant and agree as follows:


 


		1.	Total Credit Amount: (currency, in words and in figures) RMB Ten Million Five Hundred
Thousand Only (RMB10,500,000.00).



 


		2.	Credit Validity Period: the term of line of credit hereunder is from October 30, 2018
to October 30, 2021. When the term of validity expires, unutilized credit amount will automatically expire.



 




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		3.	Interest Rate of Loans and Interest Calculation:



 


3.1 The interest rate of loans hereunder
shall be referred to Clause 3.1.1 below, the value of which includes VAT.


 


3.1.1 The interest rate of loans hereunder
shall be divided into sections as follows:


 


(1) From the date of each loan issuance
to December 31, 2018 (included), the interest rate of loans shall be determined at 154.62% on RMB loan base interest rate
(per annum) of term of one to five years published on the date of loan issuance by the People’s Bank of China. Within
the validity period of this contract, in the event that the People’s Bank of China adjusts the base interest rate in relation
to RMB loans, then from the effective date of such adjustment, the interest rate of outstanding loans hereunder shall be calculated
in accordance with such adjusted base interest rate (per annum) of corresponding grade and floating range stipulated in this contract.
In any case, the interest rate of loans hereunder shall not be less than 12.09445% (per annum).


 


(2) From January 1, 2019 to expiration
date on the contract (included), the interest rate of loans shall be determined at 48.35% on RMB loan base interest rate
(per annum) of term of one to five years published on the date of loan issuance by the People’s Bank of China. Within
the validity period of this contract, in the event that the People’s Bank of China adjusts the base interest rate in relation
to RMB loans, then from the effective date of such adjustment, the interest rate of outstanding loans hereunder shall be calculated
in accordance with such adjusted base interest rate (per annum) of corresponding grade and floating range stipulated in this contract.
In any case, the interest rate of loans hereunder shall not be less than 7.0465% (per annum).


 


3.1.15 (applicable to overdraft), Overdraft
interest rate (daily interest rate) shall be: /.


 


3.1.16 (applicable to loans used for paying
letter of credit, letter of guarantee and acceptance bill) Advance rate: shall be determined in accordance with the loan interest
rate as stipulated in Clause      /      hereof.


 




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3.1.17 Others:     /     


 


3.2 Interest Calculation and Payment


 


3.2.1 The interest shall accrue from the
Party A’s actual drawdown date and shall be determined in the following manner (1):


 


(1) (applicable to RMB, U.S dollar, Euro,
and Yen loans) Interest payable shall be calculated based on the following formula: actual drawdown amount x loans interest rate
(per annum) x number of days elapsed/360


 


(2) (applicable to Hong Kong dollar and
Singapore dollar loans) Interest payable shall be calculated based on the following formula: actual drawdown amount x loans interest
rate (per annum) x number of days elapsed/365


 


(3) (applicable to RMB discounting) Discount
interest shall be calculated based on the following formula: face value of bill of exchange x number of days discounted x discount
rate (per annum) /360


 


(4) (applicable to overdraft) Overdraft
interest shall be calculated based on the following formula: overdraft amount x daily interest rate. (the overdraft amount shall
be calculated based on balance at every day’s close time; during the period of interest accrual, if there is change on interest
rate, it shall be calculated separately)


 


(5) Others:     /     


 


3.2.2 Interest payment shall be determined
in the following manner (2):


 


(1) (applicable to foreign currency loans,
not applicable to discounting and overdraft) Within the period of this contract, Party B shall calculate and settle interest rate
of loans on a quarterly basis, and interest payment day shall be the last day of the last month of every quarter. Where a single
loan under a loan receipt shall be fully and completed repaid by Party A, it shall simultaneously settle all loan interest hereunder.


 




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(2) (applicable to RMB loans, not applicable
to discounting and overdraft) Within the period of this contract, Party B shall calculate and settle interest rate of loans on
a quarterly basis, and interest payment day shall be twentieth-first day of the last month of each quarter. Where a single loan
under a loan receipt shall be fully and completed repaid by Party A, it shall simultaneously settle all loan interest hereunder.


 


(3) (applicable to
overdraft) Party B shall calculate and settle overdraft interest on a monthly basis, and interest payment day shall be the last
day of each month.


 


(4) (applicable to discounting) calculated
and settled when Party B pays discount amount to Party A.


 


(5) Others:     /     


 


		4.	Purpose of Line of Credit: 



 


The line of credit hereunder can be used
for Item (1) below. Without written consent of the creditor, the debtor is not allowed to use the loan for any other purpose.


 


		(1)	Capital operation



 


		(2)	Issuance of letter of credit, and payment under letter of credit



 


		(3)	Packing finance under letter of credit



 


		(4)	Issuance of letter of guarantee, and payment under letter of guarantee



 


		(5)	Issuance of bank acceptance bill, and payment under bank acceptance bill



 


		(6)	Outward bill



 


		(7)	Overdraft



 


		(8)	Bill discounting



 


		(9)	Foreign exchange trading



 


		(10)	Others:       /.



 




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		5.	Utilization of Line of Credit:



 


5.1 Party A shall open a current account
at Party B. Each loan made by Party A shall be handled through its current account at Party B.


 


5.2 Within the term of line of credit,
Party A shall, two bank business days prior to each drawdown, submit a written application to Party B. Party B has rights to make
a unilateral decision whether granting line of credit hereunder to Party A. Upon check and approval by Party B, Party A is entitled
to utilize the credit. Whatever any reason, if Party B disapproves of utilization of credit hereunder or issuance of loans, Party
A has no right to request for utilizing the credit or issuing the loan.


 


5.3 Within the validity term of line of
credit, every single credit amount, period, and purpose shall be in accordance with corresponding business vouchers (including
but not limited to loan receipts, relevant business vouchers unilaterally issued by Party B).


 


5.4 The balance of each sub-line hereunder
shall not exceed the total credit amount.


 


5.5 Within the term of validity, Party
A may recycle the line of credit.


 


5.6 (only applicable to working capital
loans) Where loan funds are paid externally, it shall be referred to the following Clause 5.6.1:


 


5.6.1 Entrusted payment by the lender.
Party A entrusts Party B to pay the loan funds at Party A’s account to its commercial counterparty who meets the purpose
stipulated in this contract. Party A shall be liable for all legal and economic losses arising from entrustment.


 


5.6.2 Independent payment by the debtor.
After the loan funds have been issued to Party A’s account by Party B, Party A independently pays to its commercial counterparty
who meets the purpose stipulated in this contract. Party A shall summarize and provide records of the use of the loan funds for
Party B on schedule.


 




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5.7 (only applicable to working
capital loans) During the loan’s payment, if Party A’s decline in credit situation, or low profitability in its
principal business, or the abnormal use of loan funds, then external payment of loan funds shall be adjusted to the manner listed
in Clause 5.6.1, and Party B has right to terminate the issuance and payment of the loan funds. 


 


5.8 (only applicable to issuance of letter
of credit, and payment under letter of credit) If Party A utilizes line of credit hereunder to file an application to Party B for
opening the letter of credit, prior to application date, it shall provide guaranty equivalent to       /  % of the letter of credit
amount as pledge security for external payment under the letter of credit for Party B and Party B shall be given first- priority
of compensation. In case that Party A fails to make the letter of credit payment on schedule, Party B has the right to deduct
the abovementioned guaranty, and to take the initiative in utilizing the loans hereunder to make the letter of credit payment.
Where Party B at its discretion utilizes the loans hereunder, specific loans amount and term shall be unilaterally determined by
Party B. Under the circumstance, Party A does not need to file loan receipts. Party A shall be liable for all obligations arising
from this contract. 


 


5.9 (only applicable to issuance of letter
of guarantee, and payment under letter of guarantee) If Party A utilizes line of credit hereunder to file an application to Party
B for opening the letter of guarantee, prior to application date, it shall provide guaranty equivalent to      /   % of the letter
of guarantee amount as pledge security for external payment under the letter of guarantee for Party B and Party B shall be given
first-priority of compensation. Where a beneficiary requires Party B to perform its guarantee liability, Party B has the right
to deduct the abovementioned guaranty, and to take the initiative in utilizing the loans hereunder to directly pay claim amount
under letter of guarantee. Where Party B at its discretion utilizes the loans hereunder, specific loans amount and term shall be
unilaterally determined by Party B. Under the circumstance, Party A does not need to file loan receipts. Party A shall be liable
for all obligations arising from this contract. Payment made by Party B shall not be affected by basic contract dispute between
Party A and the beneficiary. Party A shall be liable for all reimbursement liability arising from payment under performance guarantee,
foreign bank expenditure (if applicable), incidentals (if applicable), and litigation fees (if applicable) and others in connection
with payment under performance guarantee and claims.


 




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5.10 (only applicable to packing finance)
Within the validity period of line of credit hereunder, where Party A goes through each single packing finance, it shall provide
the foreign letter of credit (hereinafter referred to as “pledged letter of credit”) which is acknowledged and acceptable
to Party B as pledge. Each packing finance shall not exceed 70% of the amount of pledged letter of credit. Each packing finance
shall not exceed three months, and not exceed validity period of credit hereunder.


 


5.11 (only applicable to issuance of bank
acceptance bill, and payment under bank acceptance bill) If Party A utilizes line of credit hereunder to file an application to
Party B for opening the bank acceptance bill, prior to application date, it shall provide guaranty equivalent to      /  % of
the face value of acceptance bill as pledge security for external payment under the acceptance bill for Party B and Party B shall
be given first-priority of compensation. Where Party A utilizes credit hereunder to open the bank acceptance bill,
the maturity date of the opened bank acceptance bill shall not later than ten days prior to the maturity date of the credit
hereunder. In case that Party A fails to make the bill payment on schedule, Party B has right to deduct the abovementioned guaranty,
and to take the initiative in utilizing the loans hereunder to directly make acceptance bill payment. Where Party B at its discretion
utilizes the loans hereunder, specific loans amount and term shall be unilaterally determined by Party B. Under the circumstance,
Party A does not need to file loan receipts. Party A shall be liable for all obligations arising from this contract. 


 


5.12 (only applicable to those passes annual
review while having balance of “non-loans” under original line of credit) Party A has utilized line of credit under
     /  contract (No.     /  ) made by Party A and Party B, and Party A files an application to Party B for      /  (please
filled in purpose of balance of sub-limit under the original credit, except “loans”, e.g. externally opening the letter
of guarantee, opening the letter of credit, the bank acceptance bill, foreign exchange trading, etc.), if the balance under
the original credit has not yet settled at the effective date of this contract, then it will directly transfer to the credit hereunder.


 




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5.13 (only applicable to circumstance of
summing up and controlling credit under multiple contracts) The balance of credit hereunder and the balance of credit under     /   contract (No.   /     ) made by Party A and Party B shall not exceed   /       (filled in amount in words and in figures)
(exchange rate converted based on       / ).


 


5.14 (only applicable to overdraft) The
term of each overdraft shall not longer than       /   days, and shall not exceed the validity term of credit stipulated in this
contract. The overdraft amount shall not less than (currency) /       (amount in words and in figures) /       , and the overdraft
amount shall be (currency) /      , an integral multiple of  /        (amount in words and in figures).


 


5.15 Others: /      .


 


		6.	Principal and Interest Repayment 



 


6.1 Party A shall repay the principal
and interest in accordance with the amount and schedule as required under this contract. Party A authorizes Party B to deduct loans
principal, interest, penalty interest, compound interest, liquidated damages and other costs stipulated in this contract (if applicable)
from the accounts opened by Party A in sub-branches and branches of Xiamen International Bank Co., Ltd. without further instruction.
Such amount may be original currency, or may be any converted currencies equivalent to the original currency.


 


6.2 If the balance of Party A’s
repayment account is not sufficient to pay principal payable, interest and other costs (if applicable) hereunder, Party B may decide
the priority sequence of each item to be deducted. 


 




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6.3 Advance Payment:


 


(1) When Party A repays all or part
of the loans in advance, it shall obtain Party B’s prior written consent. 


 


(2) When repaying in advance, Party
A shall fully pay on the prepayment date all principal, interest and other amounts due and payable as of such prepayment date hereunder
(if applicable).


 


6.4 (only applicable to working capital
loans) Party A shall designate a special collection account and shall provide its cash flow information of such account for Party
B in a timely manner.


 


6.5 (only applicable to packing finance)
Party A shall repay each loan on schedule in accordance with the maturity date stipulated in each application form. The packing
interest shall be paid together with its principal. Party B has the right to directly deduct collection or outward bill under
each pledged letter of credit to repay corresponding packing finance. 


 


6.6 (only applicable to outward bills)
Party A shall repay each loan on schedule in accordance with the maturity date stipulated in each outward bill receipt. Party
B has the right to directly deduct collection under each outward bill receipt to repay corresponding outward bills, whether its
maturity or not. Outward bill interest shall be paid together with its principal.


 


6.7 (only applicable to discounting) Repayment
of discounting principal and interest: discounting interest will be directly deducted by Party B at discount date. Upon discounting
by Party B hereunder, Party B has obtained all bills right. When the bills of exchange are due, Party B will collect payment from
acceptors. Whatever reason caused return of bills of exchange or Party B failing to collect payment due in accordance with amount
and schedule, Party B may directly deduct the outstanding bill amount and accrual of interest and other amount during the delayed
period (if applicable) from Party A’s accounts. Party A has right to recourse against Party A and its prior party. In case
that the acceptor refuses to make payment as a result of fake, clone discount bills of exchange, or any other reasons, Party A
shall unconditionally refund the face value of discounted bills of exchange to Party B. 


 




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		7.	Security



 


To guarantee performance of its obligations
under this contract, Party A shall provide legal and effective security for Party B in accordance with the following Clause 7.1.


 


7.1 Liya Wei and Zhuoqin Huang (hereinafter
referred to as “Guarantors”) undertake joint and several guaranty liability to Party B for Party A’s loan hereunder
(a security contract will be separately attached).


 


7.2 /      (hereinafter referred to as
“Mortgagor”) mortgages its ownership located at /       to undertakes the responsibility of mortgage guarantee to
Party B for Party A’s loan hereunder, giving Party B the first-priority of compensation (a mortgage contract will be separately
attached).


 


7.3 /       (hereinafter referred to as
“Pledgor A”) pledges its deposit (currency) /         /       (amount in words and in figures)
and fructus at Party B for Party A’s loan, giving Party B the first-priority of compensation (a pledge contract will
be separately attached).


 


7.4 /        
(hereinafter referred to as “Pledgor B”) pledges its guaranty (currency) /         /       (amount
in words and in figures) and fructus at Party B for Party A’s loan, giving Party B the first-priority of compensation
(a pledge contract will be separately attached).


 


7.5 /        (hereinafter referred to as
“Pledgor C”) pledges its  /        (filled in shareholding or equity percent) shares/equity and fructus in  /      (filled in company name) to Party B for Party A’s loan, giving Party B the first- priority of compensation (a pledge
contract will be separately attached).


 




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7.6 The irrevocable standby letter of credit
issued by /         Bank (hereinafter referred to as “Issuing Bank”) with total amount (currency)    /             /          
(amount in words and in figures) and Party B as beneficiary, provides joint and several guaranty to Party B for Party A’s
loan hereunder. If Party A fails to repay the debt in full on time as agreed in this contract, we have the right to recover the
debt owed by Party A from the Issuing Bank according to the agreed terms of the letter of credit.


 


7.7 Party A shall provide pledge guarantee
for the repayment of all debts owed by Party A to Party B under this contract with   /           (filled in the company's name) receivables
and corresponding collection amount not less than (currency)    /            /          (amount in words and in figures). After the receivables
are collected, they shall first be used to repay the loan principal and interest, default interest, compound interest and other
expenses (if applicable) owed by Party A to Party B, or directly deposited in Party B' account at Party A and transferred to pledge
deposit to guarantee the repayment of the debt owed by Party A to Party B under this contract. Party A guarantees that its deposit
account at Party B shall be the only account for receivables.


 


7.8 Other security conditions:   /         


 


		8.	Other Conditions:



 


8.1 Upon occurrence of any of the following
circumstance, Party A shall promptly notify Party B and arrange for repayment and security in accordance with requirements imposed
by Party B.


 


(1) Any change to its articles of association,
business scope, registered capital, residence, legal representative (person in charge) and its equity;


 


(2) Serious difficulties in production
and operation, deterioration of financial condition, stopping operation, winding-up, dissolution, liquidation, suspension of business,
revocation or cancellation of its business license, or application (or be applied for) for bankruptcy;


 




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(3) It is or may be involved in any material
economic dispute, litigation or arbitration, or its property is subject to seizure, freeze, attachment or supervision in accordance
with applicable law;


 


(4) Any of its member of board of directors
and current senior management being suspected of major crime or involved in any material economic dispute or being imposed administrative
punishment by any relevant authority;


 


(5) There being any liability accident
caused by Party A’s violation of applicable laws and regulations, regulatory rules or industry standard in relation to food
safety, production safety, environmental protection and others, which has affected or may affect performance of its obligations
hereunder;


 


(5) Other material events that may cause
adverse impact on its repayment.


 


8.2 Within the term of this contract,
Where Party A occurs any circumstance in relation to decrease of capital , contracting, leasing, joint stock system reform, joint
venture, merger, merger and acquisition, division, joint venture, transfer of equity, external investment, material increase in
debt financing, application for suspension of business, for dissolution, for bankruptcy and others that may affect realization
of Party B’s claims hereunder, Party A shall give a written notice and obtain consent of Party B 30 days prior to the events
above, and arrange for repayment and security in accordance with requirements imposed by Party B.


 


8.3 Party A shall provide financial and
accounting material, production and operation material, and relevant instruction for Party B on a quarterly basis; Party A shall
actively cooperate with and accept Party B’s check and supervision in connection with its production, operation, financial
activities, and the use of loans hereunder.


 


8.4 Where Party A provides guarantee,
mortgage, pledge or any security for the debts of any others that may affect Party B’s creditor’s rights, it shall
obtain written consent of Party B.


 




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8.5 Party A shall truthfully declare purpose
of each loan to Party B, undertaking that loans borrowed from Party B shall not be invested in securities, futures market, or any
other purpose restricted or prohibited by applicable laws and regulations.


 


8.6 Party B may investigate and understand
in Party A’s loans payment management, capital operation, capital collection and others and Party A shall cooperate with
Party B in monitoring Party A’s accounts; Party A shall assist and cooperate with Party B in such investigation, understanding
and supervision;


 


8.7 (only applicable to packing finance)
Within validity term of line of credit hereunder, Party A applying for packing finance shall also obey:


 


(1) import documents and letter of credit
delivered by Party A shall be consistent with terms and conditions as stipulated in pledged letter of credit, and Party A undertakes
the documents comply with the terms and conditions of the letter of credit and documents are consistent with one another.


 


(2) if issuing party of the pledged letter
of credit requests Party A to amend or revoke the letter of credit, upon written approval by Party B, Party A may amend or revoke
such letter of credit. Such amendment or revocation shall not affect Party B’s rights and interests.


 


(3) if Party A fails to perform the pledged
letter of credit, it shall repay the packing finance by other sources of funds, or provide other mortgage or security acceptable
to Party B.


 


(4) if Party A fails to repay the packing
loan with the export loan under the pledged letter of credit, Party A shall pay Party B the non-negotiation service fee in the
original currency of the loan at 1.25‰ of the repayment amount.


 


(5) during the period of packing finance,
in accordance with requirements by Party B, Party A shall provide storage, productions and operations conditions for Party B. Party
B has right to monitor raw material purchase, production, storage, shipping, settlement and others under the pledged letter of
credit.


 




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8.8 (only applicable to unsecured credit)
Party A shall also comply with items below:


 


(1) Party A shall comply with the financial
constraint index created by Party B.


 


(2) Party A shall report external security
conditions to Party A on schedule and undertake that information provided and external guarantee amount is complete, true and accurate.


 


(3) without written approval by Party B,
Party A shall not pledge its effective operation assets as external guarantee.


 


(4) where loans guaranteed by Party A’s
deposit accounts or its cash flow, to ensure implementation of the abovementioned guarantee, it shall open an escrow account at
Party B, so that Party B controls income and expenditure of such account. If an escrow agreement, separately made between Party
B and Party A, agrees that Party B may supervise relevant Party A’s accounts and there is no conflict or discrepancy between
such agreement and this clause, the agreement shall prevail.


 


8.9 (only applicable to group customers)
Party A shall timely report to Party A the related transactions of more than 10% net assets, including: relationship between parties
involved in the transaction; transaction project and its nature; amount or proportion of the transaction; pricing policy (including
transactions with no or only symbolic amount).


 


8.10 (only applicable to acceptance bill
discounting) All receipts, documents, material, certificates provided by Party A under bill of exchange discount stipulated in
this contract shall be authentic, complete, accurate and effective. Party A undertakes that the bill of exchange to be applied
for discount is authentic, lawful, effective and legally acquired, and that there is an authentic commodity trading relationship
between Party A and drawer or the prior party.


 


8.11 (applicable to onshore security for
offshore credit business where applying to the creditor for issuance of standby letter of credit) Party A shall deposit the pledged
deposits listed in Clause       /       hereunder in the account at Party B prior to       /        and Party A shall make full drawdown
hereunder within five working days after Party B completes procedures with respect of effectiveness of the credit hereunder; otherwise,
Party B may cancel the line of credit.


 




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8.12 (only applicable to guarantee
credit) Where the guarantors hereunder occur circumstances of stopping operation, winding-up, cancellation of registration,
revocation of business license, revocation, bankruptcy and operating loss and others, and partially or totally lose its
guarantor’s ability corresponding to loans hereunder, Party A shall timely provide other security acceptable to Party
B.


 


8.13 (only applicable to mortgage/ pledge
security credit) Where the mortgaged property, pledged property decrease in its value, is accidentally damaged or lost, or the
mortgaged/pledged property hereunder is sealed up, frozen, seized, expropriated, within the scope of demolition or such property
is involved in ownership disputes and others, Party A shall timely notify Party B and provide other security accepted by Party
B.


 


		9.	Representation and Warranties



 


Party A makes the following representations
and warranties to Party B, and these representations and warranties will remain valid and effective within the terms of this contract:


 


9.1 It is a legal person or organization
which is duly incorporated in accordance with laws of incorporation. It is eligible to conduct business which stipulates in its
business license, documents or articles of association in the place of incorporation or the place of principal business, and it
is eligible to act as a debtor hereunder.


 


9.2 It has obtained all necessary authorizations
or approvals to enter into this contract. Its execution and performance of this contract does not violate its article of association
or any applicable laws or regulations, or conflict with any of its obligations under executed or performing contracts.


 


9.3 It operates its business in accordance
with laws and regulations. It has good credit with no bad records of credit default, debts evasion and others.


 




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9.4 It has a well-established organizational
structure and financial management system. It has not committed any material violation of regulations or disciplines during its
production and operation in the past one year. Its current senior management has no material negative record.


 


9.5 It guarantees that purpose of credit
hereunder is legitimate.


 


9.6 Documents, material, reports, certificates
and others hereunder provided by Party A to Party B are true, complete, accurate, and effective, and do not contain any false record,
gross omission or misleading statement. The financial reports provided to Party B are prepared in accordance with applicable laws,
regulations and financial reporting standards; such reports are true, accurate, complete and effective in major aspects and give
fair presentation of financial conditions at the end of accounting period and operation achievements within such accounting period.
The financial conditions of Party A have no material adverse change since the end date of its latest financial reports.


 


9.7 It has not concealed from Party A any
matters that have occurred or are occurring that may affect its financial condition and solvency, including mediation, arbitration,
litigation, compulsory enforcement and matters of violation of discipline and laws that may affect Party B’s rights and interests.


 


9.8 There is no occurring litigation, arbitration,
other administrative procedures or claim that may affect Party A’s execution, performance of this contract and its solvency
under this contract.


 


9.9 Party A has carefully read this contract
and fully understand and accept this contract. The execution and performance of this contract is based on Party A’s free
will and true representations.


 


		10.	Events of Default:



 


Upon occurrence of any of the following
events, Party A will be in default and Party B may take steps stipulated in this contract:


 




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10.1 Party A breaches terms and conditions
under this contract, or breaches any of its representations, warranties or undertaking hereunder;


 


10.2 Party A occurs any of the following
events, which has affected or may affect performance of its obligations hereunder;


 


(1) it fails to settle any other debt when
it becomes due (including due to accelerated maturity declared by the creditor), or is in default or breach of any of its obligations
under other agreements;


 


(2) its ability to make profit, repay debts,
operate its business, and its financial indicators such as cash flow suffer deterioration, which has caused or may cause adverse
impact on performance of its obligations hereunder, among them, asset-liability ratio higher than  /       ; other indicator:   
/         ;


 


(3) brand, clients, market channel and
others suffers material adverse change, or equity structure, production, operation or external investment suffers any material
adverse change;


 


(4) its property is subject to attachment,
frozen, seizure or enforcement;


 


(5) it is or may be involved in any material
economic dispute, litigation and arbitration;


 


(6) it is investigated or punished by any
competent judicial or administrative authority such as tax authority, and industrial and commercial authority in accordance with
laws;


 


(7) occurrence of abnormal change of its
legal representative, actual controller, major individual investor and key management personnel, or such persons involved in major
case, or their major property subject to property preservation, or such persons suspected of crime so any competent judicial authority
has launched investigation on or restricted right of freedom of such persons in accordance with laws or occurrence of other event
that causes such persons fail to perform their duties;


 


(8) it is under winding-up, dissolution,
liquidation, suspension of business, or its business license has been or may be revoked or cancelled, or it has been applied for
bankruptcy;


 




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(9) there is any liability accident caused
by violation of applicable laws and regulations, regulatory rules or industry standard in relation to food safety, production safety,
environmental protection and others;


 


(10) other events that may cause adverse
impact on realization of Party B’s claim hereunder.


 


10.3 When occurrence of the following
events by the guarantor hereunder (namely guarantor, mortgagor, pledgor), Party A failing to provide other security acceptable
to Party B, Party A will be in default:


 


(1) the guarantor breaches the guarantee
document, or deterioration in its credit, or occurrence of any events that weaken its ability to guarantee;


 


(2) the mortgagor breaches the mortgage
contract, or deliberately damages the mortgage, or value of the mortgage has decreased considerably or may decrease, or insurance
of mortgage is suspended or revoked, or occurrence of any events that prejudice Party B’s mortgage;


 


(3) the pledgor breaches the pledge document,
or value of pledge has decreased considerably or may decrease, or occurrence of any events that prejudice Party B’s pledge;


 


(4) failing to go through guarantee registration
and record formalities with relevant authorities in accordance with laws and regulations;


 


(5) when the guarantee has adverse change
on Party B’s creditor’ right (including but not limited to Party A failing to timely go through guarantee registration
formalities in respect of those transferred target company equity/target property as security), Party A fails to provide other
security acceptable by Party B.


 


10.4 (applicable to group customer credit)
Upon occurrence of any of the following events, Party A will be in default and Party B may take steps stipulated in this contract.


 


(1) Party A provides false material or
conceals major operation and financial truth;


 




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(2) Without the consent of Party B, Party
A unilaterally changes the original purpose of the credit, misappropriation of the loans, or uses the loans for engagement in illegal
transaction;


 


(3) Party A obtains funds or credit facility
by using false contracts between Party A and its related party or discounting or pledging notes receivable, accounts receivable
and others that do not actually exist;


 


(4) Party A refuses to accept Party B’s
supervision and investigation in connection with its use of credit and relevant operation and financial activities.


 


(5) Party A occurs major merger and acquisition,
takeover, reconstruction and others, and Party B deems that such occurrence may affect facility.


 


(6) Party A intentionally uses related
transactions to evade from or invalidate Party B’s claim.


 


10.5 (applicable to unsecured credit) Party
A’s credit rating, profitability, asset liability ratio, net cash flow in operation activities and others do not comply with
Party B’s requirement on grant of unsecured loans, or its production, operation and financial conditions have material change,
which causes material adverse effect on the loans hereunder.


 


10.6 (only applicable to overdraft business)
If Party A occurs cumulative two times overdue overdraft within period of line of credit hereunder, or production, operation and
capital structure deteriorates into financial crisis, or its overdraft settlement account at Party B is seized and frozen by an
external institution; in any one of the circumstances above, Party A will be in default and Party B may take steps stipulated in
this contract.


 




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		11.	Treatment of Default



 


Upon the occurrence of any event of
default under this contract, Party B may take one or several actions listed below and Party A has no objection:


 


11.1 It may reduce, suspend or cease
credit hereunder, or shorten the validity period of credit.


 


11.2 It may stop providing loans under
this contract.


 


11.3 It may collect loans that not due,
declare immediate maturity of all outstanding loans regardless of whether or not due, request Party A to repay all debts owed to
Party B under this contract.


 


11.4 For overdue interest (including
all or part of loan interest due in advance, penalty interest, compound interest and other interest paid to Party B), Party B shall
not only continue to pay such interest, it also shall pay for a compound interest from the due date for that interest payment pursuant
to the overdue penalty interest rate stipulated in Clause 11.5 of this contract.


 


11.5 For overdue loan principal (including
all or part of loan principal due in advance), the overdue interest shall be charged from the date of such loans principal
due pursuant to overdue penalty interest rate stipulated in this clause. Overdue penalty interest rate shall be the sum of (1)
the loan interest rate stipulated in Clause 3.1 under this contract; and (2)50% of the loan interest rate stipulated in
Clause 3.1 hereunder.


 


11.6 Party A failing to use the loans
in accordance with the purpose stipulated in this contract, it shall pay liquidated damages in respect of misappropriated amounts
to Party B from the date of misappropriation to the date when all the principal and interest hereof are fully repaid. The liquidated
damages rate shall be 100% of the loan interest rate stipulated in Clause 3.1 hereunder.


 


11.7 It has right to exercise its security
rights.


 


11.8 It has right to request Party A
to provide security acceptable to Party B.


 




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11.9 Where occurrence of any event of
default under this contract causes Party B realize its creditor’s right by means of judicial recourse, Party A shall be obliged
to bear all expenses incurred (including but not limited to litigation fees, lawyer’s fees, property preservation fees, travel
expenses, execution fees, appraisal fees, auction fees and others).


 


11.10 In the event that Party A is in
default on the due loan principal, interest, penalty interest, compound interest and other amounts (including the unpaid amount
being declared to be immediate due), Party B has the right to deduct money from Party A’s domestic or foreign currency account
opened at Party B or at sub-branches and branches of Xiamen International Bank Co., Ltd. to repay the due debt until the amount
is fully repaid. In case of discrepancy between deducted currency and the currency under this contract, it shall pay the converted
funds at the rate published by Party B. 


 


11.11 (only applicable to Issuance
of letter of credit, acceptance, and letter of guarantee) For those accepted bills of exchange, or issuance of letters of credit,
letters of guarantee, shipping guarantee and others, Party B has the right to call for extra guarantee, or to transfer amount at
the other account opened at Party B by Party A to the guarantee account as payment guarantee under this contract.


 


		12.	Transfer of Rights and Obligations



 


12.1 Party B may transfer part or all of
its rights hereunder to a third party without consent of Party A. Upon transfer of the creditor’s right, an assignee assumes
incidental rights in connection with the creditor’s right.


 


12.2 Without written consent of Party B,
Party A shall not assign all or part of its rights and obligations under this contract.


 




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		13.	Effectiveness, Amendment and Termination



 


13.1 This contract shall become effective
and in full force after it has been duly signed (or sealed) by the authorized person(s) of Party A and Party B and sealed with
related common chops, and shall remain effective until Party A pays off all loan principal, interest, penalty interest, compound
interest, liquated damages and other expenses (if applicable) under this contract.


 


13.2 Any amendment to this contract shall
be agreed by the parties and made in writing. Amended clauses or amendment agreement shall constitute an integral part of this
contract and have equal legal effect as this contract. The original terms of this contract which are to be amended shall remain
effective until the relevant amendments take effect.


 


13.3 Amendments to or termination of this
contract shall not prejudice each party’s right to claim compensation for loss. The dispute resolution clause hereof shall
survive termination of this contract.


 


		14.	Governing Law and Dispute Resolution



 


The execution, validity, interpretation,
performance and dispute resolution of this contact shall be governed by the PRC law (excluding the laws of Hong Kong, Macau Special
Administrative Region and Taiwan Area). All disputes and controversies arising from or in connection with this contract shall be
solved by parties through consultations, failing which, such disputes and controversies shall be resorted to jurisdiction of the
court where Party B is located. 


 


During the lawsuit, except for the dispute
part, other clauses under this contract shall continue to perform.


 


		15.	Miscellaneous



 


15.1 Guarantee documents, specific business
vouchers (including but not limited to loan receipts, relevant business vouchers unilaterally issued by Party B and others) and
other legal documents in connection with this contract shall be an integral part of this contract.


 




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15.2 Failure to exercise, partial exercise
or delay in exercise by Party B of any of its rights hereunder will not constitute waiver of or amendment to such right or any
other right, nor will it affect Party B’s further exercise of such right or any other right.


 


15.3 Invalidity or unenforceability
of any provision hereof will not affect validity or enforceability of any other provision hereof or validity of the whole contract.


 


15.4 All or partial invalidity of this
contract will not affect validity of the security clauses. 


 


15.5 The terms used in this contract including
“related party”, “related party relationship”, “related transaction”, “major individual
investor” and “key management personnel” shall have the meaning given to them in the Accounting Standard for
Business Enterprises No.36-Disclosure of Related Parties (Cai Kuai [2006] No.3) issued by Ministry of Finance.


 


15.6 In this contract, the headlines are
for reference only, and do not constitute any interpretation of this contract, or restriction on contents or scope of provisions
under such headings.


 


		16.	Other Matters Agreed by the Parties:



 


16.1 Within the term of line of credit
hereunder, when Party A makes each drawdown hereunder to pay advertising fees and venue rentals, it shall provide corresponding
purchase and sale contracts, transfer receipts and other documents required by Party B. Party B has right to check the aforesaid
documents and decide whether issuing loans or not and specific loan amounts and period, and to directionally pay the loan funds
to the payee’s account stipulated in the abovementioned contracts.


 


16.2 Within the term of line of credit
hereunder, Party A is allowed to make more than one drawdown, and each drawdown period shall not exceed one year.


 


16.3 Within the term of line of credit
hereunder, Party A shall guarantee that its downstream clients make payment to its accounts opened at Party B or at sub-branches
and branches of Party B. Party B may supervise on such payment every twelve months. Such payment shall not be lower than RMB Twenty-five
Million Only (RMB25,000,000); otherwise Party B has right to take measures stipulated in Clause 11 under this contract.


 




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17. This contract is made in THREE
copies, with Party A holding ONE copy and Party B holding TWO copies, all of which shall have equal legal effect.


 


18. Statement


 


The signatories has read all terms and
conditions of this contract, and paid special attention to those clauses in bold hereof. At the request of the debtor, the creditor
has made explanation on relevant terms under this contract. The debtor has thoroughly and fully understand the meaning and corresponding
legal effect of terms and conditions hereof, and voluntarily executes this contract.


 


	Party A:	Xiamen Pop Culture Co., Ltd. (seal)
	 	Zhuoqin Huang (stamp)
	 	 


	Party B:	Xiamen branch, Xiamen International Bank Co., Ltd. (seal)
	 	Zirun Guo (stamp)


 


Execution date: October 30, 2018


 


Place of execution: Siming District,
Xiamen


 


Witnesses: /s/                        


 


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