Exhibit
10.12


 


LOAN
AGREEMENT


 


Borrower(Party
A): SMARTEN TECHNOLOGY CO.,LTD


 


Lender
(Party B) : ZHONGNIAN TECHNOLOGY(BEIJING)CO.,LTD


 


Party
A and B agree to borrow money on the principle of equality, voluntariness and honesty.This loan agreement is specially concluded for
both parties to abide by.


 


I.
Loan amount, loan interest rate and term


 


Both
parties agreed through negotiation that Party B shall lend a total of RMB 300000 (say total:RMB Three Hundred Thousand Yuan Only. ) to
Party A in cash.


 


Loan
interest rate 20%


 


The
loan term of this agreement is from January 15, 2020 to July 14, 2020.(if Party B fails to pay the loan to Party A before January 15,
2020, the starting date of the loan term shall be calculated according to the actual payment date of Party B)


 


II.
Usage of loan


 


Party
A will use the borrowed funds to supplement working capital.


 


Party
A’s account information:


 


Beneficiary
bank: Longxiang Sub Branch,Shenzhen,Agricultural Bank of China


 


Beneficiary
name: SMARTEN TECHNOLOGY CO.,LTD


 


Beneficiary
account No. : 41024200040023259


 


III.
Repayment method


 


1.
After consensus, both parties choose the following repayment methods: Upon expiration of the loan term in this agreement, Party A will
repay the loan in a lump sum.


 


2.
Party B designates the following bank accounts as receiving accounts and guarantees that they are true and valid. Within seven working
days be-fore the expiration of the loan period, Party A will remit the loan under this agreement to the account.


 


Beneficiary
bank: Oriental Plaza Sub-branch,Beijing,China Merchants Bank


 


Beneficiary
name: ZHONGNIAN TECHNOLOGY(BEIJING)CO.,LTD


 


Beneficiary
account No.: 110940132010901


 


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3.
In case of prepayment, Party A shall notify Party B one working day in ad- vance.


 


IV.
Party A’s guarantees


 


Repayment
date: before July 14, 2020


 


Repayment
amount: RMB 330,000 yuan (say total:RMB Three Hundred and Thirty thousand yuan).


 


300,000+(300,000*20%)/2=330,000


 


1.
Party A is a company established in accordance with the laws of the peo- ple’s Republic of China, has the capacity for civil rights
and conduct neces- sary for signing and performing this agreement, and can independently bear civil liabilities.


 


2.
All documents and statements related to the loan provided by Party A are legal, true, accurate and complete.


 


3.
Party A guarantees that this loan agreement will not become invalid due to the change of the legal representative or the company’s
shareholders, will not be subject to any fraud, and is an irrevocable, irrevocable and unconditional guarantee to be cashed on demand
certificate with permanent legal effect. Af- ter the maturity of the borrowed funds, if Party B fails to fulfill its commitment, maliciously
evades or deliberately delays the repayment, it is willing to accept the following treatment: Party B can directly bring a lawsuit to
the court to re- cover from our company by virtue of this loan agreement, and we uncondi- tionally waive all defenses and counterclaims.
Party B may freeze the bank account of our company according to law by virtue of this loan agreement; The loan agreement is converted
into an IOU owed by us to Party B; Recover the cashed amount and charge interest according to the loan interest rate; All expenses incurred
during the recourse period shall be borne by our company.


 






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V.
Party A’s Obligations


 


1.
Party A shall pay off the loan principal in accordance with the agreement.


 


2.
During the loan period, in case of any major change in Party A’s business decision (including but not limited to share conversion,
reorganization, merger, division, joint venture, cooperation, change of business scope and registered capital, etc.) that may affect
Party B’s rights and interests, Party A shall notify Party B in writing at least seven working days in advance, and implement the
loan repayment responsibility or pay off in advance.


 


3.
Without the written consent of Party B, Party A shall not transfer or disguise the debt liability of this agreement in any way.


 


4.
In case of major events affecting Party A’s ability to perform the agreement, including but not limited to major economic disputes,
suspension of business, closure of business, declaration of bankruptcy, dissolution, revocation of business license, revocation, deterioration
of financial situation, etc., Party A shall immediately notify Party B in writing.


 


5.
During the loan period, if Party A changes the legal person’s name, legal representative, domicile, telephone, fax, etc., Party
A shall notify Party B in writing within seven working days after the change.


 


VI.
Party B’s obligations


 


1.
Party B shall lend funds to Party A in full and on time in accordance with the agreement.


 


2.
Party B shall keep confidential the business secrets of Party A and the ma- terials, data and other information required to be kept confidential
by Party A in the process of negotiation, conclusion and performance of this agreement.


 


VII.
liability for breach of contract


 


1.
After this agreement takes effect, if Party A fails to perform its obligations in accordance with the agreement, it shall bear the corresponding
liability for breach of contract. Party A shall be responsible for the relevant taxes (value-added tax, enterprise income tax, surtax,
etc.) incurred by Party B due to Par- ty A’s failure to repay the loan on schedule.


 






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2.
In case of any of the following circumstances, Party B shall have the right to require Party A to repay the loan and other expenses immediately,
and the date on which Party B requires Party A to repay the above amount shall be the date of expiration of the loan term of this agreement.


 


(1)
Party A fails to repay the loan on schedule and fails to repay it after being urged by Party B;


 


(2)
Party A’s business is closed, declared bankrupt, dissolved, its business license is revoked, revoked, involving major economic
disputes, deterioration of financial situation, etc;


 


(3)
Party A has a major event that endangers, damages or may endanger or damage Party B’s rights and interests.


 


This
agreement is made in duplicate, with each party holding one copy. It will come into force after signing and sealing. Other matters not
covered shall be decided by both parties through negotiation.


 


	Party A: SMARTEN
  TECHNOLOGY CO.,LTD 	(STAMP)
	Unified social credit code:	 
	914403003194288778 Legal person (or agent)	 
	signature: /s/ NAN DU	 
	Address:	 
	Tel:	 
	 	 
	Party B: ZHONGNIAN TECHNOLOGY(BEIJING)CO.,LTD	 
	Unified social credit code:	 
	Legal person (or agent) signature:
  /s/ NIANXU ZENG	 
	Address:	 
	Tel:	 
	(STAMP)	 
















 




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LOAN
EXTENSION AGREEMENT


 


Borrower(Party
A): SMARTEN TECHNOLOGY CO.,LTD


 


Lender
(Party B) : ZHONGNIAN TECHNOLOGY (BEIJING) CO.,LTD


 


1.
This agreement is the deferred repayment agreement of the loan agreement signed on January 15, 2020.


 


2.
Party A uses the loan as the purpose agreed, and plan to sign this agreement due to unable to repaid on time.


 


3.
Reasons for extension


 


Due
to the impact of the epidemic, Party A has difficulty in working capital and cannot repay the loan on schedule.


 


4.
The original loan amount and the original loan interest rate


 


Original loan amount: RMB 300,000.00 Interest rate: 20% annually


 


5.
Amount of loan to be extended and interest rate


 


Amount of deferred: RMB 330,000.00


 


Interest rate: 20% annually


 


6.
Total payment amount when extension due: RMB363,300


 


330,000+(330,000*20%)/2=363,300


 


7.
Original loan period: from January 15, 2020 to July 14, 2020


 


8.
Extension period: from July 15, 2020 to January 14, 2021


 


9.
During the extension period, Party A shall take the initiative to repay the arrears. If Party A fails to repay the arrears on time, both
parties will negotiate the further solution.


 


10.
This agreement is made in duplicate, with each party holding one copy. It will come into force after being signed and sealed by both
parties. Other matters not covered herein shall be decided by both parties through negotiation.


 


	Party
    A:SMARTEN TECHNOLOGY CO.,LTD	(STAMP)
	Unified
    social credit code: 914403003194288778	 
	Legal
person (or agent) signature:/s/ NAN DU	 
	Address:	 
	Tel:	 


 


	Party
    B:ZHONGNIAN TECHNOLOGY(BEIJING)CO.,LTD	(STAMP)
	Unified
    social credit code:	 
	Legal
    person (or agent) signature: /s/	 
	Address:	 
	Tel:	 


 




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Debt
Extension Agreement


 


PARTY
A : SMARTEN TECHNOLOGY CO.,LTD


 


ADD
: Rm 5013,No.57 Guangda Road,Banan Community,Yuanshan Street,Longgang District,Shenzhen City


 


	Unified
    social credit code:	914403003194288778


 


PARTY
B : Nianxu Zeng


 


1.
This agreement is the deferred repayment agreement of the debt assignment agreement signed on December 31, 2020.


 


2.
Reasons for extension


 


Due
to the impact of the epidemic, Party A has difficulty in working capital and cannot repay the loan on schedule.


 


3.
The original loan amount and the original loan interest rate


 


Original
outstanding amount: RMB687,486.34


 


Include
the principal amount: RMB600,000.00


 


Accrued
Interest: RMB87,486.34


 


4.
Amount of loan to be extended, period and interest rate


 


Amount
of deferred arrears: 687,486.34


 


Interest
rate of deferred arrears: 20% annually


 


5.
Extension period: 2021.01.01-2021.6.30


 


6.
Total payment amount when extension due: RMB755,669.92


 





7.
During the extension period, Party A can repay all or part of the arrears in advance according to the actual situation, and the part
repaid in advance will not pay interest.


 


8.
During the extension period, Party A shall take the initiative to repay the arrears. If Party A fails to repay the arrears on time, Party
B requires Party A to bear the liability for breach of contract within the scope of the principal and interest of Party A’s outstanding
creditor’s rights.


 


9.
This agreement is made in duplicate, with each party holding one copy.


 


It
will come into force after being signed and sealed by both parties. Other matters not covered herein shall be decided by both parties
through negotiation.


 


	PARTY
    A : SMARTEN	PARTY
    B : Nianxu Zeng
	TECHNOLOGY
    CO.,LTD	 
	 	 
	(stamp)
    /s/	/s/
    Nianxu Zeng
	2020.12.31	2020.12.31


 




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DEBT
ASSIGNMENT AGREEMENT


 


Party
A (transferor): ZHONGNIAN TECHNOLOGY (BEIJING) CO.,LTD


Party
B (transferee): ZENG NIANXU


Party
C (debtor): SMARTEN TECHNOLOGY CO.,LTD


 


In
order to properly resolve the debt issue, Party A, Party B and Party C, through friendly negotiation, have reached the following agreement
on assignment of creditor’s rights in accordance with the law, and shall abide by all parties:


 


1.
Party A, Party B and Party C agreed and confirmed: As of December 31, 2020, Party C has borrowed from Party A with a total principal
and interest of RMB 687,486.34. Interest will be calculated based on the original contract interest rate from January 1, 2021.


 


2.
Both Party A and Party B agree that from January 1, 2021, Party A will have a total of RMB 687,486.34 of the creditor’s rights
to Party C and transfer all subsequent interests to Party B, and Party B will directly claim the creditor’s rights against Party
C according to this agreement.


 


3.
Representations, warranties, and commitments:


 


1.
Party A undertakes and guarantees that: it has the right to implement the transfer of creditor’s rights under this agreement and
can independently assume civil liability; the creditor’s rights transferred are legal and valid creditor’s rights.


 


2.
Party B undertakes and guarantees that: it has the right to accept the assignment of the creditor’s rights under this agreement
and can independently assume civil liability; the assignment of the creditor’s rights under this agreement is a voluntary act.


 


3.
Party C undertakes and guarantees that it is legally established and validly existing; that it is voluntary and capable of repaying the
above-mentioned debts to Party B in accordance with this agreement.


 


4.
After this agreement takes effect, Party B shall not claim any more claims against Party A.


 


5.
If this agreement is invalid or revoked, Party A will continue to perform its obligations in accordance with the original contract and
other legal documents.


 


6.
All parties agree that if one party violates its representations, warranties, commitments or any other obligations in this agreement,
causing the other party to suffer or suffer damages, losses, claims, etc., the breaching party shall make full compensation from the
other party.


 


7.
This agreement will take effect after being signed by the three parties and stamped by both parties A and C.


 


8.
Matters not covered in this agreement shall be handled in accordance with relevant national laws, regulations and rules.


 


9.
This agreement is made in triplicate, each party A, B and C hold one copy, which has the same legal effect.


 


	Party
    A: (stamp) /s/	 
	Party
    B: /s/ Nianxu Zeng	 
	Party
    C: (Stamp) /s/	 


 




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