Exhibit
10.31


 


Amended
and Restated Promissory Note


 


	USD 100,000	May 26, 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 Anton Yachmenev, a having its principal
place of residence at Dubai, UAE (the “Holder”), the principal sum of One Hundred Thousand U.S. Dollars (USD $100,000)
(the “Principal”), plus interest set forth herein (this “Note”), subject to the conversion of this
Note in accordance with Clause 4 hereof.


 


		1.	Repayment



 


To
the extent that the Note has not been converted into shares of JHD Technologies Limited (“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, 2021 (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 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 Five U.S. Dollars (USD 5.00) so converted, pursuant to and upon the Closing.


 


		5.	Absolute
                                            Obligation



 


Except
to the extent that this 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) the Maker fails to convert the Note in
                                            accordance with Clause 4 hereof.



 


		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 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.



 




    2


     


    

 


		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
Clause 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 clauses of this Note are for convenience only and shall not control or affect the meaning or construction of any provision
of this Note.


 


		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 Convertible Promissory Note follows)


 







    3


     


    

 


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:


 


Anton
Yachmenev (Holder)


 





	Signature:	/s/ Anton Yachmenev	 
	Name:	Anton Yachmenev	 
	Title:	Investor	 
	Place:	Dubai, UAE	 



 


JHD
TECHNOLOGIES LIMITED (Pubco)


 


	Signature:	/s/ Alan Clingman	 
	Name:	Alan Clingman	 
	Title:	Authorized
    Person	 
	Place:	New York	 



 


(Signature
Page to Promissory Note)