EX-4.46 9 moho-ex446_69.htm EX-4.46 moho-ex446_69.htm

Exhibit 4.46

Supplementary Loan Agreement II

 

Party A (Lender): Techlong International Investment Limited

Party B (Borrower): Ecmoho (Hong Kong) Limited

Party C (Pledgor): Uhealth Limited

Party D (Guarantor): Zeng Qingchun

 

Whereas, Party A and Party B executed two Loan Agreements in September 2017 and March 2018 respectively, and executed the Supplementary Agreement to Loan Agreement to the above two Loan Agreements (the above four agreements are hereinafter collectively referred to as the "Original Agreements") in September 2019, where Party B borrowed a total of USD 6,000,000 (Six Million US Dollars) from Party A. After friendly negotiation, the four parties hereto have agreed to extend all the terms of the Original Agreements to May 31, 2020, and all the terms of the Original Agreements shall be replaced with the provisions of this Supplementary Agreement as of June 1, 2020.

 

Article 1 Party A and Party B make the following changes to the repayment method stipulated in the Original Agreements: from June 2020 to December 2020, Party B shall repay USD 112, 500 (One Hundred Twelve Thousand and Five Hundred US Dollars) and interest to Party A at the beginning of each month (for details, please refer to Annex 1: Statement of the Principal and Interest of the Loan). In view of the impact of the COVID-19 on Party B's business, Party A agrees to exempt Party B from the cumulative interest payable of USD 525,000 (Five Hundred and Twenty-five Thousand US Dollars) under the premise that Party B has repaid the 2020 loan principal of USD 787,500 (Seven Hundred Eighty-seven Thousand and Five Hundred US Dollars) as agreed. In 2021, Party B promises to repay the loan principal of USD 2, 250, 000 (Two Million Two Hundred and Fifty Thousand US Dollars) to Party A, and to repay the principal and interest at the beginning of each month (for details, please refer to Annex 1: Statement of the Principal and Interest of the Loan). In 2022, Party B promises to repay the loan principal of USD 2,962,500 (Two Million Nine Hundred Sixty-two Thousand and Five Hundred US Dollars) to Party A, and to repay the principal and interest at the beginning of each month (for details, please refer to Annex 1: Statement of the Principal and Interest of the Loan).If Party B fails to repay the principal and interest on the agreed repayment date, the interest payable exempted by Party A shall be halved, and Party B shall immediately repay the cumulative interest payable of USD 262,500 (Two Hundred Sixty-two Thousand and Five Hundred US Dollars) to Party A.

 

Article 2 Party C shall pledge to Party A part of its equity in ECMOHO Limited of 3,000,000 shares (three million shares) as a guarantee for Party B to perform its debts. Party D guarantees to Party A that Party B will perform its obligations hereunder.

 

Article 3 Party C shall register the equity pledge within 30 days after the entry into force of this Agreement.

 

Article 4 Party C guarantees that it legally owns the corresponding equity of ECMOHO Limited and there is no equity dispute.

 

 


 

Article 5 Party A shall, within 3 days after the realization of the claim secured by Party C or the termination of the pledge right, actively assist Party C in the de-registration of the equity pledge.

 

Article 6 The parties hereby acknowledge and agree that the pledge right and guarantee liability under this Agreement shall be terminated if one of the following conditions is satisfied:

1. Where Party A's claim is realized;

2. Where Party B has otherwise provided Party A with the equivalent collateral and pledge, and completed the relevant registration and filing procedures;

3. Where the contract under which the claim is secured is invalid or cancelled.

 

Article 7 This Agreement shall be governed by the laws of the People's Republic of China. The parties hereto agree that they will make every reasonable efforts to resolve any dispute arising herefrom through friendly negotiation. If no agreement is reached regarding such dispute within one month, any party hereto may submit the same to Shanghai International Economic and Trade Arbitration Commission (SIETAC) for arbitration in accordance with its rules then in effect.

 

Article 8: In case of any conflict between this Agreement and the Original Agreements, this Agreement shall prevail. This Agreement shall take effect from the date when the four parties sign and affix their seals. This Agreement is made in four (4) counterparts, with each party holding one (1) counterpart respectively.

 

Party A: Techlong International Investment Limited (seal)

/s/ Chang, Ching-Yi

 

 

Party B: Ecmoho (Hong Kong) Limited (seal)

 

Party C: Uhealth Limited (seal)

Party D: /s/ Zeng Qingchun

Date: May 29, 2020

 

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Annex 1: Statement of the Principal and Interest of the Loan

 

Repayment date

Principal to be Paid

Balance of Loan

Days of Loan

Interest

Interest till May 2020

Total of Principal and Interest

2020/6/1

112,500

5,887,500

1

24.66

366,502.76

479,027.42

2020/7/1

112,500

5,775,000

31

764.39

-

113,264.39

2020/8/1

112,500

5,662,500

62

1,528.77

-

114,028.77

2020/9/1

112,500

5,550,000

93

2,293.15

-

114,793.15

2020/10/1

112,500

5,437,500

123

3,032.88

-

115,532.88

2020/11/1

112,500

5,325,000

154

3,797.26

-

116,297.26

2020/12/1

112,500

5,212,500

184

4,536.99

-

117,036.99

2021/1/1

187,500

5,025,000

215

8,835.62

-

196,335.62

2021/2/1

187,500

4,837,500

246

10,109.59

-

197,609.59

2021/3/1

187,500

4,650,000

274

11,260.28

-

198,760.28

2021/4/1

187,500

4,462,500

305

12,534.25

-

200,034.25

2021/5/1

187,500

4,275,000

335

13,767.12

-

201,267.12

2021/6/1

187,500

4,087,500

366

15,041.09

-

202,541.09

2021/7/1

187,500

3,900,000

396

16,273.97

-

203,773.97

2021/8/1

187,500

3,712,500

427

17,547.95

-

205,047.95

2021/9/1

187,500

3,525,000

458

18,821.92

-

206,321.92

2021/10/1

187,500

3,337,500

488

20,054.80

-

207,554.80

2021/11/1

187,500

3,150,000

519

21,328.77

-

208,828.77

2021/12/1

187,500

2,962,500

549

22,561.64

-

210,061.64

2022/1/1

247,500

2,715,000

580

31,463.01

-

278,963.01

2022/2/1

247,500

2,467,500

611

33,144.66

-

280,644.66

2022/3/1

247,500

2,220,000

639

34,663.56

-

282,163.56

2022/4/1

247,500

1’972,500

670

36,345.20

-

283,845.20

2022/5/1

247,500

1,725,000

700

37,972.61

-

285,472.61

2022/6/1

247,500

1,477,500

731

39,654.25

-

287,154.25

2022/7/1

247,500

1,230,000

761

41,281.64

-

288,781.64

2022/8/1

247,500

982,500

792

42,963.29

-

290,463.29

2022/9/1

247,500

735,000

823

44,644.94

-

292,144.94

2022/10/1

247,500

487,500

853

46,272.33

-

293,772.33

2022/11/1

247,500

240,000

884

47,953.97

-

295,453.97

2022/12/1

240,000

 

914

48,078.91

-

288,078.91

Total

6,000,000

 

 

688,553.43

366,502.76

7,055,056.19

 

 

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