Exhibit 10.32


 


Convertible Promissory Note


 


USD 26,263,057.53September 3, 2021 (the
“Effective Date”)


 


FOR VALUE RECEIVED, JHD
Holdings (Cayman) Limited, a Cayman Islands company having its principal place of business at 14/F Golden Centre, 188 Des Voeux Road
Central, Hong Kong (the “Maker”), promises to pay to Lycos Management, a BVI limited liability company having
its principal place of business at OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands (the “Holder”),
the principal sum of Twenty Six Million, Two Hundred and Sixty Three Thousand and Fifty Seven, 53/100 United States dollars (USD 26,263,057.53)
(the “Principal”), plus interest set forth herein (this “Note”), subject to the conversion of this Note
in accordance with Clause 4 below.


 


WHEREAS, the Holder has
previously entered into three (3) convertible promissory notes (the “Hong Kong Notes”) in the original principal amounts
of $2 million, $600,000, and $3 million with JHD Holdings Limited, a Hong Kong company that is a 99.99% owned subsidiary of the Maker
(“JHD Hong Kong”); and


 


WHEREAS, the Holder has
previously entered into one (1) convertible promissory note (the “Cayman Note”) in the original principal amount of $20
million with the Maker; and


 


WHEREAS, the Holder and
the Maker wish to consolidate the amounts owed to Holder under the Hong Kong Notes and the Cayman Note into this Note and to provide for
the conversion of this Note into shares of JHD Technologies Limited (“Pubco”), an affiliate of the Maker, as provided
for herein; and


 


WHEREAS, the Maker is
willing to assume all of the outstanding amounts owed by JHD Hong Kong to the Holder, resulting in the extinguishment of JHD Hong Kong’s
obligation to the Holder;


 


NOW THEREFORE, the Maker
hereby agrees as follows:


 


		1.	Repayment



 


To the extent that
the Note has not been converted into shares of Pubco (“Pubco Shares”), as provided herein, the Maker shall repay the
Principal and all accrued interest thereon and any other sums owing under this Note on December 31, 2022 (the “Maturity Date”).
For avoidance of doubt, if the Note has converted into Pubco Shares as provided herein, the Maker shall not be obligated to repay the
Principal.


 


		2.	Interest



 


From the Effective
Date until the earlier of (a) such date as the Principal shall have been paid in full and (b) the date of the conversion of the Principal
in accordance with Clause 4 hereof, interest shall accrue on the unpaid Principal of this Note on a daily basis (without compounding unless
interest is overdue) at a rate of ten percent (10%) per annum and shall be calculated and payable in arrears on such earlier date.


 


		3.	Prepayment



 


Prepayment of the
Note shall not be permitted.


 


		4.	Conversion



 


On the date of the
consummation of the transactions contemplated by that certain Business Combination Agreement, dated February 16, 2021, by and among East
Stone Acquisition Corporation, Navy Sail International Limited, Pubco, Yellow River Mergerco Limited, Yellow River (Cayman) Limited, the
Maker, Double Ventures Holdings Limited and the other parties thereto (the “Closing”), the Note (including the Principal,
but excluding accrued interest) will automatically convert into Pubco Shares at the rate of one (1) share of Pubco for every Seven Dollars
and Fifty Cents (USD 7.50) so converted, pursuant to and upon the Closing.


 






     


     


    

 





		5.	Absolute Obligation



 


Except to the extent
that the Note is converted, the Maker hereby unconditionally promises to pay to the Holder, in U.S. Dollars in immediately available funds,
the Principal, interest and other amounts owing under this Note when such amounts are due and payable hereunder, without counterclaim,
deduction, setoff or other reduction for any reason.


 


		6.	Covenants



 


		6.1	Neither the Maker nor any of its subsidiaries or affiliates shall liquidate themselves or wind-up their
business affairs prior to the Maturity Date. Neither the Maker nor any of its subsidiaries or affiliates shall directly or indirectly
convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or a substantial part of their
business assets to any unrelated person or entity without the prior written consent of the Holder.



 


		6.2	The Maker will do or cause to be done, all things necessary to preserve and keep in full force and effect
(a) its existence under the laws of its jurisdiction of organization and (b) its franchises, authority to do business and governmental
licenses.



 


		6.3	The Maker shall comply in all respects with the requirements of all laws, rules, regulations, ordinances
and orders applicable to its property or business operations.



 


		6.4	The Maker will pay and discharge all taxes (whether or not shown on any tax return, and including in its
capacity as withholding agent) imposed upon it or any of its property, before becoming delinquent and before any penalties accrue thereon,
unless and to the extent that such taxes are being contested in good faith and by proper proceedings and as to which appropriate reserves
are provided in accordance with GAAP.



 


		6.5	The Maker will not fundamentally or substantively alter the character of its business, taken as a whole,
from the business conducted by the Maker on the date hereof and other business activities which are extensions thereof or otherwise incidental
or related or ancillary to any of the foregoing.



 


		6.6	This Note shall rank pari passu with any other indebtedness of the Maker and the Maker shall
not represent to any potential lender that this Note is subordinated to any indebtedness.



 


		7.	Default



 


		7.1	The Holder may, by written notice and without incurring any liability to the Maker, declare an event of
default hereunder at any time and with immediate effect, if any of the following events shall have occurred: (i) in the event of (a) the
filing of a petition for voluntary or involuntary insolvency or the suspension of payments regarding the Maker; or (b) liquidation or
dissolution of the Maker; (ii) in the event the Maker becomes insolvent or unable to pay its debts as they mature or ceases to pay its
debts as they mature in the ordinary course of business or makes an assignment for the benefit of its creditors; (iii) in the event the
Maker fails to pay any amount due by it under this Note on the dates and in the manner provided herein after having been notified thereof
in writing, and has not remedied such failure within fifteen (15) calendar days after the date of such notification; (iv) in the event
it shall become unlawful for either the Maker or the Holder to maintain this Note or for the Maker to perform any of its obligations thereunder,
or if this Note shall cease to be effective and enforceable in accordance with its terms; (v) in the event that the Maker materially breaches
a covenant contained in Clause 6; or (vi) Maker fails to honor any conversion requested by Holder in accordance with Section 4 hereof.



 






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		7.2	If an event of default specified in Clause 7.1 occurs, the Holder may, but with no obligation to do so
and without incurring any liability to the Maker, declare by written notice to the Maker, that the Principal and all accrued and unpaid
interest are immediately due and payable. Upon the occurrence of an event of default, interest on the Principal and all accrued and unpaid
interest shall accrue at a rate two hundred (200) basis points higher than the interest rate in effect immediately prior to the occurrence
of the event of default. The Holder shall have the right to institute any suit, action or proceeding in equity or at law to enforce its
rights under this Note.



 


		7.3	It is the intent of the Maker and the Holder that in no event shall interest be payable at a rate in excess
of the maximum rate permitted by applicable law. Solely to the extent necessary to prevent interest under this Note from exceeding the
maximum legal rate, the Maker agrees that any amount that would be treated as excessive under a final judicial interpretation of applicable
law shall be deemed to have been a mistake and automatically cancelled, and, if received by the Holder, shall be refunded to the Maker,
without interest.



 


		8.	Miscellaneous



 


		8.1	Waivers



 


No waiver of any
provision of this Note, nor consent to any departure from its terms by the Holder, is effective unless the same is in writing, and then
such waiver or consent is effective only to the extent set forth therein.


 


		8.2	Payment Instructions



 


All payments by
the Maker to the Holder under this Note shall be made in U.S. Dollars on the respective due dates set forth herein by transfer to the
account of the Holder as the Holder shall designate to the Maker from time to time.


 


		8.3	Applicable Law



 


This Note shall
be governed by, and construed and enforced in accordance with, the laws of the State of New York, United States of America.


 


		8.4	Submission to Jurisdiction



 


The Maker hereby
irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts of the State of New
York sitting in New York County and of the United States District Court for the Southern District of New York, and any appellate court
from any thereof, in any action or proceeding arising out of or relating to this Note.


 


		8.5	Successors and Assigns



 


The Maker may not
assign or transfer its rights or obligations hereunder without the Holder’s prior written consent. The Holder may assign its rights hereunder,
subject to compliance with applicable U.S. federal securities law, which provide, inter alia, that this Note and the securities
to be received upon conversion may not be transferred unless such securities have either been registered for resale with the U.S. Securities
and Exchange Commission or an exemption from such registration is available. Without limiting this Section 8.5, the provisions of this
Note shall be binding upon the successors and assigns of the Maker and shall inure to the benefit of the successors and assigns of the
Maker.


 


		8.6	Headings



 


The headings of
the sections of this Note are for convenience only and shall not control or affect the meaning or construction of any provision of this
Note.


 






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		8.7	Costs and Expenses



 


All costs and expenses, including attorneys’
fees, incurred by the Holder in the enforcement of this Note shall be for the account of the Maker.


 


		8.8	Characterization.



 


The parties hereto agree that this Note
(and all of the previous which are being replaced by this Note constitutes a “PIPE Investment” as such term is defined and employed
in the Business Combination Agreement to which the Maker is a party.


 


(Signature page
to Promissory Note follows)


 






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Execution


 


IN WITNESS WHEREOF, the Maker has executed
this Note, by its duly authorized representative, as of the date first above written.


 


	
    JHD HOLDINGS (CAYMAN) LIMITED (Maker)
	 
	 	 
	Signature:	/s/ Alan Clingman	 
	Name:	Alan Clingman	 
	Title: 	Authorized Person	 
	Place:	New York	 


 


	AGREED:	 
	
    LYCOS MANAGEMENT (Holder)

     
	 
	Signature:	/s/ B. Prensilevich	 
	Name:	B. Prensilevich	 
	Title:	Director	 
	Place:	Geneva	 


 


AGREED (solely in relation to the conversion terms in Section 4)


 


	JHD TECHNOLOGIES INC. (Pubco)	 
	 	 
	Signature:	/s/ Alan Clingman	 
	Name:	Alan Clingman	 
	Title: 	Authorized Person	 
	Place:	New York	 


 


(Signature Page to Promissory Note)