Exhibit
10.26


 


Loan Agreement


 


This Loan
Agreement (this “Agreement”) is made and entered into by and between the following parties on December 24, 2020 in
Shenzhen, the PRC:


 


Shenzhen Weiyixin Technology
Co., Ltd. (the “Lender”), a wholly foreign-owned enterprise incorporated and existing under the Laws of the Peoples’
Republic of China (the “PRC” or “China”, only for the purpose of this Agreement, excluding Hong Kong Special
Administrative Region, the Macau Special Administrative Region and Taiwan), with its registered address at Room 201, Building
A, 1 Qianwan First Road, Shenzhen-Hong Kong cooperation zone, Shenzhen; and


 


Borrower:




Borrower
I: Sun Yadong


Identification
Number: [  ]


Borrower
II: Yao Zhaohua


Identification
Number: 421122198207240060.


 


(The Lender
and the Borrower are hereinafter collectively referred to as the “Parties”.)


 


WHEREAS:


 


		A.	Shenzhen
                                         Yitian Internet Technology Co., Ltd. (the “Borrower Company”) is a limited
                                         liability company incorporated and validly existing under the Laws of the PRC, with its
                                         registered capital of RMB 20 million. The Borrower is the shareholder of the Borrower
                                         Company. The total capital contribution to the Borrower Company is RMB 20 million, holding
                                         100% of the equity interest in the Borrower Company. All of the equity interest now held
                                         and hereafter acquired by the Borrower in the Borrower Company shall be referred to collectively
                                         as the “Borrower Equity Interest”; and



 


		B.	The
                                         Lender confirms that it agrees to provide the Borrower with the Loan for the purposes
                                         set forth in this Agreement.



 


NOW, THEREFORE,
after friendly consultation, the Parties, intending to be legally bound, agree as follows:


 


		1	Borrowings



 


		1.1	In accordance with the terms
                                         and conditions of this Agreement, the Lender and the Borrower acknowledge that the Lender
                                         shall have creditor’s rights to the Borrower (the “Loan”). The term
                                         of the Loan shall be from the date this Agreement until the Lender exercises the Exclusive
                                         Option pursuant to the Exclusive Option Agreement (as defined below). The Loan shall
                                         become immediately due and repayable by the Borrower upon the occurrence of any of the
                                         following events:



 


		1.1.1	The
                                         term of this Agreement shall expire 30 days after the Lender’s written notice demanding
                                         repayment;



 


		1.1.2	The
                                         Borrower becomes bankrupt or dissolved, or its business license or certificate of registration
                                         is revoked in accordance with law, or is ordered to close or is cancelled;






 






     


     


    

 


		1.1.3	The
                                         Borrower ceases, for any reason, to be a shareholder of the Borrower Company or its Affiliates;



 


		1.1.4	The
                                         Borrower engages in or is involved in criminal activities;



 


		1.1.5	According
                                         to the applicable laws of PRC, foreign investors are permitted to invest in the principle
                                         business that is currently conducted by the Borrower Company in PRC with a controlling
                                         share or in the form of wholly foreign-owned enterprises, the relevant competent authorities
                                         of PRC begin to approve such investments, and the Lender exercises the exclusive option
                                         under the Exclusive Option Agreement executed on _ _ _ _, 2021 by and among the Lender,
                                         the Borrower and the Borrower Company (the “Exclusive Option Agreement”);
                                         or the Borrower or the Borrower Company violates or breaches any of its representations,
                                         warranties, covenants or obligations under the Exclusive Option Agreement;



 


		1.1.6	The
                                         Borrower Company does not obtain or continue to operate its principal business any approval
                                         or permit from any government.



 


		1.2	Without
                                         the Lender’s prior approval, the Borrower shall not assign its rights and obligations
                                         under this Agreement to any other person.



 


		1.3	The
                                         Borrower agrees to accept the aforementioned Loan provided by the Lender, and hereby
                                         agrees and warrants using the Loan to make capital contribution to the Borrower Company.
                                         Without the Lender’s prior written consent, the Borrower shall not use the Loan
                                         for any purpose other than as set forth herein.



 


		1.4	The
                                         Lender and the Borrower hereby agree and acknowledge that the Borrower shall only repay
                                         the Loan in the following manner (or in other manners approved by the Lender): upon the
                                         Lender’s exercise of the Exclusive Option in accordance with the Exclusive Option
                                         Agreement, the Borrower transfers all of the Borrower Equity Interest held by the Borrower
                                         to the Lender or the Lender’s designated person (legal or natural person), and
                                         use the transferred proceeds (to the extent permitted by law) to repay the Loan (principal
                                         and any interest accrued thereon to the Lender in accordance with this Agreement and
                                         the Exclusive Option Agreement and in the manner designated by the Lender.



 


		1.5	The
                                         Lender and the Borrower hereby agree and acknowledge that to the extent permitted by
                                         the applicable laws, the Lender shall have the right but not the obligation to purchase
                                         or designate other persons (legal or natural persons) to purchase the Borrower Equity
                                         Interest in part or in whole at any time, at the price stipulated in the Exclusive Option
                                         Agreement.



 


		1.6	When
                                         the Borrower transfers the Borrower Equity Interest to the Lender or the Lender’s
                                         designated person (s), in the event that the transfer price of such equity interest is
                                         equal to or lower than the principal of the Loan under this Agreement, the Loan under
                                         this Agreement shall be deemed an interest-free loan. In the event that the transfer
                                         price of such equity interest exceeds the principal of the Loan under this Agreement,
                                         the excess over the principal shall be deemed the interest of the Loan under this Agreement
                                         payable by the Borrower to the Lender. When the Lender or the Lender’s designated
                                         person (s) has acquired the entire Borrower Equity Interest (subject to the completion
                                         of the AIC change registration) and/or the Borrower repays the full principal and interest
                                         (if applicable) accrued thereon to the Lender in accordance with this Agreement and the
                                         Exclusive Option Agreement, the Borrower shall be deemed to have fully performed its
                                         repayment obligations under this Agreement.






 






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		2	Representations
                                         and Warranties



 


		2.1	On
                                         the date of this Agreement, the Lender hereby makes the following representations and
                                         warranties to the Borrower:



 


		2.1.1	The
                                         Lender is a corporation duly registered, organized and validly existing in accordance
                                         with the laws of PRC;



 


		2.1.2	The
                                         Lender has the legal capacity to execute and perform this Agreement. The execution and
                                         performance by the Lender of this Agreement is consistent with the Lender’s scope
                                         of business and the provisions of the Lender’s corporate bylaws and other organizational
                                         documents, and the Lender has obtained all necessary and proper approvals and authorizations
                                         for the execution and performance of this Agreement; and



 


		2.1.3	This
                                         Agreement constitutes the Lender’s legal, valid, and binding obligations enforceable
                                         in accordance with its terms.



 


		2.2	On
                                         the date of this Agreement, the Borrower hereby makes the following representations and
                                         warranties to the Lender:



 


		2.2.1	The
                                         Borrower is a corporation duly organized and validly existing in accordance with the
                                         laws of the PRC;



 


		2.2.2	The
                                         Borrower has the legal capacity to execute and perform this Agreement. The execution
                                         and performance of this Agreement by the Borrower is consistent with the Borrower’s
                                         scope of business and the provisions of the Borrower’s corporate bylaws and other
                                         organizational documents, and the Borrower has obtained all necessary and proper approvals
                                         and authorizations for the execution and performance of this Agreement;



 


		2.2.3	This
                                         Agreement constitutes the Borrower’s legal, valid, and binding obligations enforceable
                                         in accordance with its terms; and



 


		2.2.4	There
                                         are no disputes, litigations, arbitrations, administrative proceedings, or any other
                                         legal proceedings relating to the Borrower, nor are there any potential disputes, litigations,
                                         arbitrations, administrative proceedings, or any other legal proceedings relating to
                                         the Borrower.



 


		3	Borrower’s
                                         Covenants



 


		3.1	As
                                         and when he/she becomes, and for so long as he/she remains a shareholder of the Borrower
                                         Company, the Borrower irrevocably covenants that during the term of this Agreement, the
                                         Borrower shall cause the Borrower Company:



 


		3.1.1	To
                                         strictly abide by the provisions of the Exclusive Option Agreement to which the Borrower
                                         Company is a party, and refrain from any action/omission that may affect the effectiveness
                                         and enforceability of the Exclusive Option Agreement.



 




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		3.1.2	At
                                         the request of the Lender (or a party designated by the Lender), to execute the contracts/agreements
                                         on business cooperation with the Lender (or a party designated by the Lender), and to
                                         strictly abide by such contracts/agreements;



 


		3.1.3	To
                                         provide the Lender with all of the information on the Borrower Company’s business
                                         operations and financial condition at the Lender’s request;



 


		3.1.4	To
                                         immediately notify the Lender of the occurrence or possible occurrence of any litigation,
                                         arbitration, or administrative proceedings relating to the Borrower Company’s assets,
                                         business, or income; and



 


		3.1.5	At
                                         the request of the Lender, to appoint any persons designated by the Lender as directors
                                         of the Borrower Company.



 


		3.2	Borrower
                                         covenants that during the term of this Agreement, he shall:



 


		3.2.1	Endeavor
                                         to keep the Borrower Company engaged in its principle businesses and to keep the specific
                                         business scope of its business license;



 


		3.2.2	Abide
                                         by the provisions of this Agreement, the Equity Interest Pledge Agreement (the “Equity
                                         Interest Pledge Agreement”) and the Exclusive Option Agreement to which the Borrower
                                         is a party, perform his/her obligations under this Agreement, the Equity Interest Pledge
                                         Agreement and the Exclusive Option Agreement, and refrain from any action/omission that
                                         may affect the effectiveness and enforceability of this Agreement, the Equity Interest
                                         Pledge Agreement and the Exclusive Option Agreement;



 


		3.2.3	Not
                                         sell, transfer, mortgage or dispose of in any other manner the legal or beneficial interest
                                         in the Borrower Equity Interest, or allow the encumbrance thereon of any security interest,
                                         except in accordance with the Equity Interest Pledge Agreement;



 


		3.2.4	Cause
                                         any shareholders’ meeting and/or the board of directors of the Borrower Company
                                         to not approve the sale, transfer, mortgage or disposition in any other manner of any
                                         legal or beneficial interest in the Borrower Equity Interest, or allow the encumbrance
                                         thereon of any security interest, except to the Lender or the Lender’s designated
                                         person;



 


		3.2.5	Cause
                                         any shareholders’ meeting and/or the board of directors of the Borrower Company
                                         to not approve the merger or consolidation of the Borrower Company with any person, or
                                         its acquisition of or investment in any person, without the prior written consent of
                                         the Lender;



 


		3.2.6	Immediately
                                         notify the Lender of the occurrence or possible occurrence of any litigation, arbitration
                                         or administrative proceedings relating to the Borrower Equity Interest;



 


		3.2.7	To
                                         the extent necessary to maintain his/her ownership of the Borrower Equity Interest, execute
                                         all necessary or appropriate documents, take all necessary or appropriate actions and
                                         file all necessary or appropriate complaints or raise necessary and appropriate defenses
                                         against all claims;



 


		3.2.8	Without
                                         the prior written consent of the Lender, refrain from any action/omission that may have
                                         a material impact on the assets, business and liabilities of the Borrower Company;






 






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		3.2.9	Appoint
                                         any designee of the Lender as director of the Borrower Company, at the request of the
                                         Lender;



 


		3.2.10	To
                                         the extent permitted by the laws of the PRC, at the request of the Lender at any time,
                                         promptly and unconditionally transfer all of the Borrower Equity Interest to the Lender
                                         or the Lender’s designated representative (s) at any time, and cause the other
                                         shareholders of the Borrower Company to waive their right of first refusal with respect
                                         to the share transfer described in this Section;



 


		3.2.11	To
                                         the extent permitted by the laws of the PRC, at the request of the Lender at any time,
                                         cause the other shareholders of the Borrower Company to unconditionally and promptly
                                         transfer to the Lender or the Lender’s designated representative (s) all of the
                                         Borrower Company owned by such shareholders in the Borrower Company at any time, and
                                         the Borrower hereby waives its right of first refusal with respect to the share transfer
                                         described in this Section;



 


		3.2.12	In
                                         the event that the Lender purchases the Borrower Equity Interest from the Borrower in
                                         accordance with the provisions of the Exclusive Option Agreement, use such purchase price
                                         obtained thereby to repay the Loan to the Lender; and



 


		3.2.13	Without
                                         the prior written consent of the Lender, not cause the Borrower to supplement, change,
                                         or amend the Borrower’s articles of association and bylaws in any manner, increase
                                         or decrease its registered capital or change its share capital structure in any manner.



 


		4	Liabilities
                                         for Breach



 


		4.1	If
                                         the Borrower conducts any material breach of any term of this Agreement, the Lender shall
                                         have the right to immediately terminate this Agreement by giving a written notice to
                                         the Borrower and the Borrower shall indemnify the Lender for any damages resulting from
                                         the Borrower’s breach of this Agreement or the early termination of this Agreement.
                                         The remedies contained in this Section 4.1 shall be nonexclusive and shall not preclude
                                         any other remedies available to the Lender under this Agreement or applicable law.



 


		4.2	The
                                         Borrower shall not terminate this Agreement in any event unless otherwise required by
                                         the applicable laws.



 


		4.3	If
                                         the Borrower fails to make any payment within the period provided for in this Agreement,
                                         such payments shall accrue an overdue interest at the rate of 0.01 ‰ per day until
                                         the Borrower repays such amounts in full (including overdue interests).



 






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		5	Notices



 


		5.1	All
                                         notices and other communications required or permitted to be given pursuant to this Agreement
                                         shall be delivered personally or sent by registered mail, postage prepaid, by a commercial
                                         courier service or by facsimile transmission. A confirmation copy of each notice shall
                                         also be sent by email. The dates on which notices shall be deemed to have been effectively
                                         given shall be determined as follows:






 


		5.1.1	Notices
                                         given by personal delivery (including express courier) shall be deemed effectively given
                                         on the date of signature.



 


		5.1.2	Notices
                                         given by registered mail with postage prepaid, shall be deemed effectively given on the
                                         15th day after the date set forth on the return receipt receipt of the registered mail;
                                         or



 


		5.1.3	Notices
                                         given by facsimile transmission shall be deemed to have been received on the date shown
                                         on the facsimile, provided that if such facsimile is sent after 5.00 p.m. or on a non-
                                         working day in the place of delivery, the notice shall be deemed received on the next
                                         working day shown on the date of delivery.



 


		5.2	For
                                         the purpose of notices, the addresses of the Parties are as follows:



 


Lender:
Shenzhen Weiyixin Technology Co., Ltd.


Address:
[  ]


Attn:
[  ]


Facsimile:
[  ]


E-mail:
[  ]


 


 Borrower:




Address:
[  ]


Attn:
[  ]


Facsimile:
[  ]


E-mail:
[  ]


 


Borrower
Company: Shenzhen Yitian Internet Technology Co., Ltd.


Address:
[  ]


Attn:
[  ]


Facsimile:
[  ]


E-mail:
[  ]


 


		5.3	Any
                                         Party may change its address for notices by a notice delivered to the other Party in
                                         the manner set forth herein.



 


		6	Confidentiality



 


The
Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the
Parties in connection with the preparation and performance this Agreement are confidential information. Each Party shall maintain
confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not
disclose any relevant confidential information to any third parties, except for the information that: (a) is already within the
public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed
pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities;
or (c) is required to be disclosed by any Party to its shareholders, directors, employees, legal counsels or financial advisors
regarding the transaction contemplated hereunder, provided that such shareholders, directors, employees, legal counsels or financial
advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential
information by the shareholders, director, employees of or agencies engaged by any Party shall be deemed disclosure of such confidential
information by such Party and such Party shall be held liable for breach of this Agreement.


 




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		7	Governing
                                         Law and Resolution of Disputes



 


		7.1	The
                                         execution, effectiveness, construction, performance, amendment and termination of this
                                         Agreement and the resolution of disputes hereunder shall be governed by the laws of PRC.



 


		7.2	All
                                         disputes arising from or in connection with this Agreement shall have the right to submit
                                         the dispute to Shenzhen International Arbitration Court for arbitration in accordance
                                         with its then-effective arbitration procedures and rules. The arbitration tribunal shall
                                         consist of three arbitrators appointed in accordance with arbitration rules. The claimant
                                         shall appoint one arbitrator, and the respondent shall appoint one arbitrator. The third
                                         arbitrator shall be appointed by the above two arbitrators through consultation or by
                                         Shenzhen International Arbitration Court. The arbitration shall be conducted confidentially
                                         and the language of the arbitration shall be Chinese. The arbitration award shall be
                                         final and binding on both Parties. The arbitration tribunal or arbitrators may, if appropriate,
                                         award damages, award injunctive relief (including, but not limited to, necessary for
                                         the conduct of business or compulsory transfer of assets), or propose winding up the
                                         relevant parties, pursuant to the dispute resolution clause and/or applicable PRC laws.
                                         Furthermore, when the arbitral tribunal is constituted, either Party shall have the right
                                         to apply for the grant of interim relief in any court having competent jurisdiction (including
                                         HK, the place of incorporation of the Borrower Company (i.e. Shenzhen, PRC), Cayman court,
                                         or court where the main assets of the Borrower Company are located).



 


		7.3	Upon
                                         the occurrence of any disputes arising from the construction and performance of this
                                         Agreement or during the pending arbitration of any dispute, except for the matters under
                                         dispute, the Parties to this Agreement shall continue to exercise their respective rights
                                         under this Agreement and perform their respective obligations under this Agreement.



 


		8	Miscellaneous



 


		8.1	This
                                         Agreement shall become effective on the execution date of the Parties and shall remain
                                         effective until the date of completion of all of their respective obligations under this
                                         Agreement by the Parties.



 


		8.2	This
                                         Agreement shall be written in Chinese in three counterparts, each of the Lender and the
                                         Borrower shall have one counterpart. Each counterpart shall have the same legal effect.



 


		8.3	This
                                         Agreement may be amended or supplemented through written agreement by and between the
                                         Lender and the Borrower. Such written amendment agreement and/or supplementary agreement
                                         executed by and between the Lender and the Borrower are an integral part of this Agreement,
                                         and shall have the same legal validity as this Agreement.



 


		8.4	In
                                         the event that one or several of the provisions of this Agreement are found to be invalid,
                                         illegal or unenforceable in any aspect in accordance with any laws or regulations, the
                                         validity, legality or enforceability of the remaining provisions of this Agreement shall
                                         not be affected or compromised in any respect. The Parties shall strive in good faith
                                         to replace such invalid, illegal or unenforceable provisions with effective provisions
                                         that accomplish to the greatest extent permitted by law and the intentions of the Parties,
                                         and the economic effect of such effective provisions shall be as close as possible to
                                         the economic effect of those invalid, illegal or unenforceable provisions.






 







		8.5	The
                                         attachments (if any) to this Agreement shall be an integral part of this Agreement and
                                         shall have the same legal validity as this Agreement.



 


		8.6	Anyobligations
                                         that occur or that are due as a result of this Agreement upon the expiration or early
                                         termination of this Agreement shall survivethe expiration or early termination thereof.
                                         The provisions of Sections 4, 6, 7 and this Section 8.6 shall survive the termination
                                         of this Agreement.



 


(The
remainder of this page is intentionally left blank; signature page to follow)


 




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IN
WITNESS WHEREOF, the Parties have caused this Loan Agreement to be executed by their authorized representatives on the date first
above written.


 


 Lender:




 


	Shenzhen Weiyixin Technology Co., Ltd. (Seal)	 
	 	 	 
	By:	/s/ ZHANG Qian	 
	Name:	ZHANG Qian	 
	Title:	 	 


 




     


     


    

 


 


IN
WHEREOF, the Parties have caused this Loan Agreement to be executed by their authorized representatives on the date first above.


 


 Borrower:




 





	(Signature) SUN Yadong	 
	 	 	 
	By:	/s/ SUN Yadong 	 
	 	 	 
	(Signature) YAO Zhaohua	 
	 	 	 
	By:	/s/ YAO Zhaohua	 


 




     


     


    

 


APPENDIX
1 EQUITY INTEREST PLEDGE AGREEMENT