Exhibit 10.1


 


UNSECURED
LOAN AGREEMENT BETWEEN


GD
WELLNESS PTY LTD - ACN 115 411 704 (LENDER)


AND


ANSA GROUP LIMITED (BORROWER)


 




    	 



     


    

 


UNSECURED
LOAN AGREEMENT


 


The
date of this Loan Agreement is


 


PARTIES:


 


	LENDER:	GD
    WELLNESS PTY LTD - ACN 115 411 704 of 23-25 MANGROVE LANE, TAREN POINT, NSW 2229
	 	 
	BORROWER:	Ansa
    Group Limited of
	 	Flat
    C, 3/F, Wo Fung Building, On Lok Tsuen, 2 Yip Wo Street, Fanling, New Territories, Hong Kong


 


RECITALS:


 


	A.	OFFER
    AND ACCEPTANCE OF LOAN: The Lender, at the request of Borrower, agrees to lend Monies to the Borrower for the purpose shown at
    Item 1 of Schedule One (the “Approved Purpose”), up to the amount shown at Item 2 of Schedule One
    (the “Monies”), at the Interest Rate shown at Item 3 of Schedule One (the “ Interest Rate”),
    on the Payment Terms shown at Item 4 of Schedule One (the “ Payment Terms”) in exchange for the Borrower’s
    Promises.
	 	 
	B.	BORROWER’S
    PROMISES: The Borrower promises to repay to the Lender the Monies, and to pay Interest and Other Amounts on the terms of the
    Operative Parts.
	 	 
	C.	The
    parties, by execution of this Agreement, consent to be bound by the terms of the Operative Parts.


 


OPERATIVE
PARTS:


 


	1.	The
    Loan Agreement
	 	 
	1.1	The
    Lender agrees to loan to the Borrower the Monies on the date shown in Item 5 of Schedule One (“Commencement Date”),
    in exchange for the “Borrower’s Promises.”
	 	 
	1.2	The
    Borrower acknowledges the “Borrower’s Promises” are consideration for the Lender’s Agreement.
	 	 
	1.3	The
    Lender acknowledges the “Lender’s Agreement” is relied upon by the Borrower.
	 	 
	2.	The
    Lender’s Agreement
	 	 
	2.1	The
    Lender agrees, in exchange for the Borrower’s Promises, that:


 


	 	(a)	MONIES:
    The Lender will lend to the Borrower the Monies, which amount may be paid or delivered to the Borrower as a lump sum or as a Line
    of Credit (including an agreement by the Lender and Borrower to allow a redraw facility), at the request of the Borrower (subject
    to the Borrower not being in Default);
	 	 	 
	 	(b)	INTEREST
    : The Lender will charge the Interest on the Monies, or such of the Monies as shall be unpaid, on each Interest Period, until
    repaid in full. If the Borrower fails to pay Interest on or before a Due Date, then the Lender may at any time during the Loan Term,
    without prejudice to its other rights and remedies, add to the Monies any part of the Interest which is not paid on the Due Date;


 




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	 	(c)	OTHER
    AMOUNTS: The Lender will incur Enforcement Costs as are necessary for the undertaking of reasonable enforcement action in respect
    to a Default by the Borrower under this Agreement, which Costs shall be a debt due and payable on demand (the “Other Amounts”).
    The Lender shall be entitled to Interest on such of the Other Amounts which are not paid by the Due Date (being a Due Date not less
    than 14 (fourteen) days from notice given by the Borrower to the Borrower of the Other Amounts incurred);
	 	 	 
	 	(d)	PAYMENT
    TERMS: The Lender grants the Borrower the Payment Terms, and allows the Borrower to settle the payout of the Monies (including
    Other Amounts and Interest) prior to the expiry of the Loan Term without penalty; and
	 	 	 
	 	(e)	PURPOSE:
    The Lender permits the use of the Monies for the Approved Purpose.


 


	3.	The
    Borrower’s Promises
	 	 
	3.1	The
    Borrower promises to the Lender, in exchange for the Lender’s Agreement, that:


 


	 	(a)	MONIES:
    The Borrower will repay the Monies;
	 	 	 
	 	(b)	INTEREST:
    The Borrower will pay Interest on the Monies, or such of the Monies as shall be unpaid, on each Interest Period, until repaid
    in full;
	 	 	 
	 	(c)	OTHER
    AMOUNTS: The Borrower will, on demand by the Lender, pay to or as directed by the Lender and indemnify the Lender for the Lender’s
    Enforcement Costs incurred as a consequence of a Default by the Borrower under this Agreement (the “Other Amounts”).
    The Borrower will further pay the Interest on such of the Other Amounts demanded by the Lender, which are unpaid by the Due Date;
	 	 	 
	 	(d)	PAYMENT
    TERMS: The Borrower will repay the Monies and Interest in accordance with the Payment Terms; and
	 	 	 
	 	(e)	PURPOSE:
    The Borrower warrants that the borrowing is for the Approved Purpose.


 


	4.	Amendments
    and Variations
	 	 
	4.1	The
    parties may from time to time consent to the amendment or variation of the Agreement, including an amendment or variation of any
    term, repayment structure and/or constituent part of the Agreement, provided such amendment or variation does not amount to a refinancing.
	 	 
	4.2	Any
    amendment or variation of the Agreement must be documented in writing.
	 	 
	5.	Default
	 	 
	5.1	A
    “Default” under this Agreement is as otherwise detailed in the Agreement and includes:


 


	 	(a)	A
    failure of the Borrower to pay an instalment of such of the Monies, Interest and/or Other Amounts on a Due Date;
	 	 	 
	 	(b)	A
    failure of the Borrower to perform or observe a promise or provision of this Agreement;
	 	 	 
	 	(c)	A
    Borrower entering into an arrangement, reconstruction or composition with his/her/its creditors;
	 	 	 
	 	(d)	A
    receiver being appointed in respect to the affairs of a Borrower; and/or
	 	 	 
	 	(e)	A
    Borrower, being a natural person, dying or becoming incapable of managing his or her own affairs.


 




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	6.	Termination
    of the Agreement
	 	 
	6.1	The
    Agreement is subject to termination upon the happening of a Default and/or any one or more of the following, unless the Lender waives
    the right to termination:


 


	 	(a)	the
    Borrower suffering an Insolvency Event; and/or
	 	 	 
	 	(b)	the
    Borrower breaching any of the Borrower’s Promises.


 


	7.	Notices
	 	 
	7.1	Any
    notice of communication to or by a party to this Agreement:


 


	 	(a)	may
    be given by personal service, post, facsimile or email;
	 	 	 
	 	(b)	must
    be in writing, legible and in English addressed to the parties;
	 	 	 
	 	(c)	in
    the case of a corporation, must be signed by an officer or under the common seal of the corporation;
	 	 	 
	 	(d)	is
    deemed to be given by the sender and received by the addressee:


 


	 	(i)	if
    delivered in person, when delivered to the address;
	 	 	 
	 	(ii)	if
    posted, 2 (two) business days (or 6 (six) business days, if addressed outside Australia) after date of posting to the addressee whether
    delivered or not;
	 	 	 
	 	(iii)	if
    sent by facsimile transmission, on the date shown on the transmission report by the machine from which the facsimile was sent which
    indicates that the facsimile was sent in its entirety and in legible form to the facsimile number of the addressee notified for the
    purposes of this clause; or
	 	 	 
	 	(iv)	if
    sent by email, on receipt of a reply email from the addressee confirming that the email has been delivered.


 


	7.2	The
    parties consent to the use of electronic communications method, as prescribed by the Electronic Transactions Act 1999 (Cth),
    including but not limited to the use of digital signatures. The parties, for clarity, consent to the use of electronic transactions
    and digital signatures for purpose of executing this Agreement.
	 	 
	8.	General
    Matters
	 	 
	8.1	The
    Borrower shall pay the costs of drawing the Agreement.
	 	 
	8.2	With
    the exception of the costs of drawing the Agreement, each party shall bear its own costs in the review and execution of the Agreement,
    and ancillary documents.
	 	 
	8.3	The
    Agreement is governed and construed by the laws of the state shown in Item 6 of the Schedule (the “State”).
    The parties submit to the non-exclusive jurisdiction of the courts of the State in respect of any dispute arising under the Agreement
    or its implementation or enforcement.
	 	 
	8.4	This
    Agreement binds and benefits the parties and their respective successors and assigns.
	 	 
	8.5	A
    failure, delay, relaxation or indulgence by a party in exercising any power or right conferred on the party by this Agreement does
    not operate as a waiver of the power or right. A single or partial exercise of the power or right does not preclude a further exercise
    of it or the exercise of any other power or right under this Agreement. A waiver of a breach does not operate as a waiver of any
    other breach.
	 	 
	8.6	The
    parties acknowledge this Agreement is not subject to the National Consumer Credit Protection Act 2009 (Cth) as the Lender
    is not engaged in the business of providing credit.


 




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	8.7	SEVERABILITY:
                                            If any provision of this Agreement offends any law applicable to it and is as a consequence
                                            illegal, invalid or unenforceable then:



 


		(a)	where
                                            the offending provision can be read down so as to give it a valid and enforceable operation
                                            of a partial nature it must be read down to the extent necessary to achieve that result;
                                            and



 


		(b)	in
                                            any other case the offending provision must be severed from this Agreement in which event
                                            the remaining provisions of the Agreement operate as if the severed provision had not been
                                            included.



 


	8.8	ENTIRE
                                            AGREEMENT: The Agreement, including Schedule One, constitutes the entire agreement between
                                            the parties with respect to the subject matter of the loan agreement and supersedes all previous
                                            communications, representations, inducements, undertakings, agreements or arrangements between
                                            the parties.



 


	8.9	FURTHER
                                            ASSURANCES: A party, at its own expense and within a reasonable time of being requested
                                            by another party to do so, must do all things and execute all documents which are reasonably
                                            necessary to give full effect to the Agreement.



 


	8.10	 	DEFECTIVE
                                            EXECUTION: If there is any defect in the execution of this Agreement by any party, that
                                            party may re-execute or ratify the execution, which re-execution and/or ratification shall
                                            relate back to the original date of defective execution.



 


	9.	DEFINITIONS
                                            AND INTERPRETATION



 


	9.1	DEFINITIONS:
                                            In this Agreement unless the context otherwise requires:



 


“Agreement”
is this Agreement, and includes any on-going or replacement loan facility of the original or any replacement loan facility.


 


“Commencement
Date” is the date shown at Item 5 of Schedule One.


 


“Due
Date” means the date on which an instalment of Monies, Interest and/or Other Amounts are required to be paid by the Borrower
to the Lender.


 


“Enforcement
Action” includes the issuing of letters of demands, legal proceedings, prosecution and defence of legal proceedings, entry
of judgment, enforcement of judgment, issuance of warrants and writs, sale proceedings, bankruptcy and liquidation proceedings and any
other commercially accepted mechanism of recovering Monies and/or property as a consequence of a Default of a party to settle a liquidated
or non-liquidated debt.


 


“Enforcement
Costs” includes all reasonable legal, mercantile and advisory costs, including court lodgement fees, bailiff fees, auctioneer
fees, publication fees and other government fees, incurred in respect to Enforcement Action taken by the Lender, or an agent of the Lender,
in respect to a Default of this Agreement.


 


“Loan
Term” means the period shown in the Payment Terms of Item 4 of Schedule One.


 


“Interest
Period” means each month of the loan, or part thereof. Interest shall compound if not paid each Interest Period, and be added
to the Monies. Unless written consent is given by the Lender to the Borrower, the Interest shall be payable on each Interest Period to
the Lender. A failure to do so constitutes a Default of the Agreement by the Borrower.


 


“Person”
means an individual, a firm, a body corporate, a partnership, joint venture, an unincorporated body or association or any government
agency.


 




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	9.2	INTERPRETATIONS:
                                            In this Agreement, unless the context otherwise requires:



 


		(a)	a
                                            clause, annexure or schedule is a reference to a clause in or annexure of or schedule to
                                            this Agreement;



 


		(b)	a
                                            document (including this Agreement) includes any variation or replacement of it;



 


		(c)	a
                                            reference to a statute, ordinance, code or other law includes regulations and other instruments
                                            under it and consolidations, amendments, re-enactments or replacements of any of them;



 


		(d)	the
                                            singular includes the plural and vice versa;



 


		(e)	the
                                            word “including” when introducing a list of items does not exclude a reference
                                            to other items;



 


		(f)	the
                                            word “includes” when introducing a term or definition does not exclude a reference
                                            to other items;



 


		(g)	a
                                            particular person includes a reference to the person’s executors, administrators, successors,
                                            substitutes (including persons taking by novation) and assigns;



 


		(h)	Australian
                                            dollars, dollars, $A or AUD is a reference to the lawful currency of Australia;



 


		(i)	an
                                            agreement, representation or warranty in favour of two or more persons is for the benefit
                                            to them jointly and each of them individually;



 


		(j)	agreement,
                                            representation or warranty by two or more persons is for the benefit of them jointly and
                                            each of them individually;



 


		(k)	headings
                                            are inserted for convenience and do not affect the interpretation of this Agreement; and



 


		(l)	where
                                            words are capitalised their meaning is to be found in the Definitions.



 


Executed
as an Agreement.


 


The
Lender


 


GD
WELLNESS PTY LTD - ACN 115 411 704 of 23-25 MANGROVE LANE, TAREN POINT, NSW 2229 by being signed by the persons authorised to sign
on behalf of the company pursuant to section 127 of the Corporations Act 2001 (Cth):


 


	 	/s/ Jieting Zhao	 	/s/ YinYing
    Lu	 
	 	Jieting Zhao	 	YinYing
    Lu	 
	 	Director	 	Director	 



 





	 	Dated:	 	Dated: 10 March,2020	 


 




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The
Borrower


 


Ansa
Group Limited of


Flat
C, 3/F, Wo Fung Building, On Lok Tsuen, 2 Yip Wo Street, Fanling, New Territories, Hong Kong by being signed by the persons authorised
to sign on behalf of the company pursuant to section 127 of the Corporations Act 2001 (Cth):


 


	/s/
Jinyu Huang	 
	Jinyu
    Huang	 
	Sole
    Director	 
	 	 
	Dated:
    10 March,2020	 


 




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SCHEDULE
ONE TERMS OF LOAN AGREEMENT


 


	Item	 	Description	 	Terms
	1	 	Approved
    Purpose	 	Undisclosed
	2	 	Monies
    (Loan Amount)	 	$3,000,000
	3	 	Interest
    Rate	 	The
    Interest Rate shall be: 0%
	4	 	Repayment
    Terms	 	The
    Borrower shall pay to the Lender the Interest, Other Amounts and Monies in accordance with the following terms: At call
	5	 	Commencement
    Date	 	 
	6	 	State	 	NSW


 




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