BEST Store Network (Hangzhou) Co., Ltd. AND Wei Chen LOAN AGREEMENT December 15, 2021

·

Hangzhou Baijia Business Management Consulting Co., Ltd. (“Hangzhou Baijia”) is a domestic limited liability equity joint venture with a registered capital of RMB10,000,000. The Borrower, in aggregate, holds 100% equity interest in Hangzhou Baijia, of which ▇▇▇ ▇▇▇▇ holds 50% equity interest in Hangzhou Baijia (corresponding to an amount of RMB5,000,000 in the registered capital of Hangzhou Baijia) and ▇▇▇▇ ▇▇ holds 50% equity interest in Hangzhou Baijia (corresponding to an amount of RMB5,000,000 in the registered capital of Hangzhou Baijia);

·

The Borrower obtains from the Lender a loan equivalent to RMB10,000,000 for the subscription of Hangzhou Baijia’s equity and its subsequent capital increase;

·

In order to clarify rights and obligations between the Borrower and the Lender, both Parties agree to enter into this Loan Agreement, which shall supersede all agreements, contracts or understandings previously concluded by both Parties for the same purpose.

1.1

The Parties agree that the Lender shall provide, on a date as it shall decide in its sole discretion, the Borrower with a loan of RMB10,000,000 (the “Loan”) and the Borrower agrees to, upon receipt of the Loan, assume the liabilities and obligations to repay such Loan, of which ▇▇▇ ▇▇▇▇ shall repay RMB5,000,000 and ▇▇▇▇ ▇▇ shall repay RMB5,000,000.

1.2

The Parties agree that the entire Loan will be used to subscribe for Hangzhou Baijia’s equity and to increase Hangzhou Baijia’s capital.

1.3

The Parties agree that no interest shall accrue in respect of the Loan.

1.4

The term of the Loan shall commence on the date of receipt of the Loan by the Borrower and end on the date of termination of this Agreement.

2.1

The Borrower hereby undertakes that:

2.1.1

Without the Lender’s prior written consent, it will not transfer its equity interest in Hangzhou Baijia, in whole or in part, to any third party, nor will it create or cause to be created any encumbrance in any form on Hangzhou Baijia’s equity interest.

2.1.2

Unless with the Lender’s prior written consent, it shall at all times effectively maintain its status as Hangzhou Baijia’s shareholder.

2.1.3

It will, upon the Lender’s request, unconditionally transfer its equity interest in Hangzhou Baijia to the Lender or any third party designated by the Lender.

2.1.4

It will comply with all laws, regulations, rules and orders from government authorities applicable to the Borrower or Hangzhou Baijia’s business activities or its assets.

2.1.5

Without the Lender’s prior written consent, it will in no way affect Hangzhou Baijia’s ordinary operation as a going concern.

2.1.6

It will comply with all other agreements, contracts or undertakings by and between the Borrower and the Lender.

3.1

The Parties agree and acknowledge that, if the Borrower is in no breach of Section 2 hereof, the Lender will not require the Borrower to repay the Loan prior to the Borrower’s transfer of its equity interest in Hangzhou Baijia or discontinuation of Hangzhou Baijia’s operation. Otherwise, the Lender shall have the right to request the Borrower to repay the Loan by giving a seven (7)-day prior written notice.

3.2

To the extent permitted by the laws, if the Borrower transfers part of its equity interest in Hangzhou Baijia to the Lender or any third party designated by the Lender in accordance with the Lender’s instructions, upon transfer of such equity interest and payment of the proceeds from such transfer by the Borrower to the Lender, the Loan of the relevant amount shall be deemed repaid. For the purpose of this Section, such relevant amount shall be calculated in accordance with the formula below:

3.3

If the Borrower transfers all of its equity interest in Hangzhou Baijia to the Lender or any third party designated by the Lender, upon transfer of such equity interest (and the payment of the proceeds from such transfer by the Borrower to the Lender), the Loan hereunder shall be deemed as having been fully repaid.

3.4

The wording “upon transfer of the equity interest in Hangzhou Baijia” for the purpose of this Section shall mean that the transfer of such equity interest has been approved by competent government authorities (if required) and the changes to such equity interest have been registered with the administration for industry and commerce, with the Lender or any third party designated by the Lender becoming the lawful holder of the equity of Hangzhou Baijia.

3.5

In the event of Hangzhou Baijia’s winding-up, liquidation, dissolution or bankruptcy for any reason not attributable to the Borrower, the Loan hereunder shall be deemed as having been fully repaid upon the Borrower’s return of all proceeds from the liquidation to the Lender.

5.1

This Agreement shall take effect once it is duly executed by the Parties.

5.2

This Agreement shall terminate upon the Borrower’s fully repayment of the Loan hereunder or the Lender’s waiver of its creditor’s rights.

6.1

The execution, performance, interpretation and dispute resolution of this Agreement shall be governed by the PRC laws.

6.2

All disputes arising out of or in connection with this Agreement or its performance shall first be resolved by the Parties through friendly consultations. If the Parties fail to reach an agreement within thirty (30) days following the occurrence of such dispute, such dispute shall be brought before the competent people’s court of Hangzhou for adjudication.

7.1

This Agreement may be supplemented or amended by a written agreement between the Parties hereto.

7.2

If any part of a certain provision hereof is unenforceable as it is in violation of laws, government rules or otherwise, such part shall be deemed as having been deleted, provided that such deletion shall not affect the validity of the remaining part of said provision or other provisions hereof. The Parties hereto shall cease to perform such invalid part of such provision, and shall revise such part of the provision only to the extent valid, enforceable and close to its original meaning.

7.3

Unless with the Lender’s prior written consent, the Borrower shall not transfer, in whole or in part, any rights or obligations hereunder, provided that the Lender may transfer its rights and obligations hereunder to any of the Lender’s affiliates or any other third party without the Borrower’s consent.

7.4

This Agreement is made in four (4) counterparts, with each person of the Borrower holding one and the Lender holding two (2). Each of the counterparts shall be deemed as the original and be equally authentic upon execution.