Exhibit 10.8


 


Loan
Contract


 


This
Loan Contract (this “Contract”“) 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: []


 


(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;



 






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		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.



 


		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;



 






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		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;



 


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



 






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		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).



 


		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.



 






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		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.



 






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		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:	      	 



 Name:




Title:








 






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


 


 Borrower:




 


(Signature)
YADONG SUN


 


	By:	      	 






 


(Signature)
Yao Zhaohua


 











	By:	      	 


 






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APPENDIX
1 EQUITY INTEREST PLEDGE AGREEMENT


 






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