Exhibit 10.6

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Dear Sirs,

With reference to our discussion, we, Bank of Communications (Hong Kong) Limited (the “Lender” or the “Bank”), are pleased to grant the following facilities as indicated (collectively, the “Facilities” or each, a “Facility”) to you (the “Borrower”) under the Scheme subject to the Terms and Conditions for Banking Facilities (as amended by the Bank from time to time) (hereafter referred to as the ‘Terms and Conditions for Banking Facilities”) and the terms and conditions stated below.

Clause 1 (Definitions and interpretation) of the Terms and Conditions for Banking Facilities shall apply to this Facility Letter.

Instalment Loan BComEASY B-interest Loanl

BANK OF COMMUNICATIONS

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Further provision(   

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Hong Kong identity cards or passports of each director and shareholder-

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The Charge and the Security Deed shall collectively be referred to as the “Security”.

For the avoidance of doubt, all the above security documents and guarantees shall secure the Facilities, all existing facilities granted by the Lender to the Borrower and any future facilities to be granted by the Lender to the Borrower.

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“Outstanding Defaulf’ means failure to repay a loan, interest or other payments, or any part thereof accordance with the relevant facility and the indebtedness remains outstanding for

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“Subsidiaries” has the same meaning given to it in s. 15 of the Companies Ordinance.

“Related Enfities”, unless the context otherwise requires, shall be construed so that a person (A), being a sole proprietor, partnership or company, and another person {B), being a sole proprietor, partnership or company, are Related Entities of each other if any one or more persons, individually or jointly, directly or indirectly, hold, beneficially own or control 30% or more of the business interest in each of A and B.

For the purpose of the foregoing, “business interest” in relation to a company means the shares or equity interest of such company, and in relation to a partnership means the aggregate or overall rights or entitlements to participate in a distribution of profits of such partnership.

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*affiliate”, in relation to a Lender, means:

“control”, in relation to a company, means the power of a person to secure:

“relative”, in relation to an individual, means the spouse, parent, child, brother, sister, brother-in-law, father-in-law, mother-in-law, sister-in-law, daughter-in-law, son-in-law, aunt, cousin, uncle, niece, nephew, grandfather or grandmother of the individual, and for the purposes of this definition, an adopted child shall be regarded as a child both of the natural parents and the adoptive parents and a step-child as the child both of the natural parents and any step-parents.

(unless the relevant amount(s) shall for any reason have become due and payable prior to the making by the Lender of such Repayment Demand).

“Repayment Demand” means a demand which is made pursuant to this clause 8.9 requiring that all amounts outstanding hereunder and all obligations (actual or contingent) of the Borrower hereunder shall become immediately due and payable in full.

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Please signify your acceptance of this offer by signing and returning to us this Facility Letter on or before 28 Julv 2021 failing which this offer shall automatically lapse. Further, if the conditions precedent and security doc»ments listed above are not provided to us to our satisfaction on or before 2 August 2021, the Facilities will not be available to you.

Yours faithfully,

For Bank of Communications (Hong Kong) Limited

/s/ Bank of Communications (Hong Kong) Limited

After due and careful consideration of the contents of this Facility Letter, we accept the captioned Facilities and agree to be bound by the terms and conditions set out herein and in particular but without limitation, we represent, warrant, declare, undertake and agree that for so long as any part of the principal amount under any of the Facilities or interest thereon remain outstanding or you remain under any obligation to grant any of the Facilities hereunder, each of the representations, warranties, agreements and undertakings set out in this Facility Letter is correct and shall be complied with in all respects. We further confirm and acknowledge that we are fully aware of our respective rights and obligations under the Scheme.

The Bank oiay provide each individual guarantor or surety with a copy of this facility letter, a copy of any formal demand for overdue payment that is sent to me/us if I/we fail to settle any overdue amount following customary reminder, and upon request by the guarantor or surety, a copy of the latest statement of account provided to me/us, if any.

For and on behalf of

Wonderful Concept Investment Limited

/s/ Wonderful Concept Investment Limited

Schedule A

REPRESENTATIONS AND COVENANTS

The representations and warranties set out in Clause 1.1 (Status) to Clause 1.15 (Compliance) of this Schedule A are to be made by the Borrower as of the date of the relevant Facility Letter and the Borrower is to acknowledge expressly that the Lender is to enter into the Facility Letter in reliance on all those representations and warranties. In addition, the Borrower is to acknowledge expressly that each of the representations and warranties set out in Clause 1.1 ‹Status) to Clause 1.8 (Claims Part Passu), Clause 1.10 {No Immunity) to Clause 1.15 {Compliance) shall be deemed to be repeated by the Borrower by reference to the facts and circumstances then existing on each date on which a Drawdown is made under the relevant Facility and on each date on which any amount is payable by the Borrower under the relevant Facility.

The Borrower makes all those representations and warranties relating to its status as an eligible borrower as set out in the Guarantee Product Eligibility Criteria.

In any proceedings taken in its jurisdiction of incorporation or establishment in relation to the Facility Letter, the choice of Hong Kong law as the governing law of the Facility Letter and any judgment obtained in Hong Kong against it with respect to the Facility Letter will be recognised and enforced.

The obligations expressed to be assumed by it in the Facility Letter are legal and valid obligations binding on it and enforceable against it in accordance with the terms thereof.

Its execution of the Facility Letter, its exercise of its rights and performance of its obligations thereunder and the transactions contemplated thereby do not and will not:

It has the power to enter into the Facility Letter and all corporate and other action required to authorise the execution of the Facility Letter and the performance of its obligations thereunder has been duly taken. No limit on its powers will be exceeded as a result of the borrowing or other assumption of obligations, or any grant of security or giving of indemnities, contemplated by the Facility Letter.

No litigation, arbitration, administrative proceedings or labour controversy before any court, tribunal, arbitrator or other relevant authority is current or, to the knowledge and belief of a senior officer of it, pending or threatened against it which would have a Material Adverse Effect, save for any such legal proceedings commenced by a third party which are frivolous or

Since the date of its most recent financial statements (or audited financial statements in the case where the Borrower is a limited company), there has been no material adverse change in the business or financial condition of it.

All acts, conditions and things required to be done, fulfilled and performed and all authorisations (governmental or otherwise) required to be obtained in order (a) to enable it lawfully to enter into, exercise its rights and perform and comply with its obligations in the Facility Letter, (b) to ensure that its obligations in the Facility Letter are legal, valid, binding and enforceable and (c) to make the Facility Letter admissible in evidence in its jurisdiction of incorporation or establishment have been done, fulfilled, perforzried and obtained and in full force and effect.

Under the laws of its jurisdiction of incorporation or establishment in force at the date hereof, the claims of the Lender against it under the Facility Letter rank at least part passu with claims of all its other unsecured and unsubordinated creditors save those whose claims are mandatory preferred by law applying to companies generally.

Under the laws of its jurisdiction of incorporation or establishment in force at the date hereof, it is not necessary that the Facility Letter be filed, recorded or enrolled with any oourt or other authority in such jurisdiction or that any stamp, registration or similar tax be paid on or in relation to the Facility Letter or the transactions contemplated by the Facility Letter.

In any proceedings taken in the jurisdiction of incorporation or establishment of it in relation to the Facility Letter, it will not be entitled to claim for it or any of its assets immunity from suit, execution, attachment or other legal process.

It has not taken any corporate action nor have any other steps been taken or legal prooeedings (save for any such legal proceedings commenced by a third party which are (i) frivolous or vexatious or (ii) which are being contested in good faith by appropriate proceedings and against which adequate reserves are maintained and, in each case, are unconditionally discharged or dismissed within 180 (one hundred and eighty days) been started or threatened against it for its winding-up, dissolution, administration or reorganisation (whether by voluntary arrangement, scheme of arrangement or otherwise) or for the appointment of a liquidator, receiver, administrator, administrative receiver, compulsory or interim manager, conservator, custodian, trustee or similar officer of it or of any or all of its assets or revenues.

All material written information supplied by the Borrower is true, complete and accurate in all material respects as at the date it was given and is not misleading in any respect.

It is able to pay its debts as they fall due and has not commenced negotiations with any one or more of its creditors with a view to the general readjustment or rescheduling of its indebtedness or made a general assignment for the benefit of or a composition with its creditors.

It has filed or caused to be filed all tax returns which are required to be filed by it and has paid all taxes shown to be due and payable by it on such returns or any assessment received by it, save for taxes which arc being contested in good faith by appropriate proceedings and in respect of which adequate reserves have been set aside by it.

It is, to the knowledge and belief of a senior o&cer of it, in compliance with the requirements of all applicable laws, rules and regulations and orders of governmental or regulatory authorities save those which are not material to its business and the effect of such non-compliance is not significantly adverse to it.

The Borrower shall promptly obtain, comply with the terms of and do all that is necessary to maintain in full force and effect all authorisations, approvals, licences and consents required in or by the laws of its jurisdiction of incorpomtion or establishment to enable it to lawfully enter into and perform its obligations under the Facility Letter and to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of the Facility Letter.

The Borrower shall promptly infonn the Lender after it becomes aware of the occurrence of any default or event of default under the Facility Letter or of any event which might reasonably be expected to have a Material Adverse Effect.

Subject to Clause 2.13 below, the Borrower shall ensure that at all times the claims of the Lender against it under the Facility Letter rank and continue to rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors save those whose claims are mandatorily preferred by law applying to companies generally.

The Borrower shall duly and punctually file all tax returns when due and pay and discharge all taxes prior to the date on which penalties are attached thereto except for such taxes which are being contested in good faith by appropriate proceedings and for which adequate reserves have been set aside and payment of which can be lawfully withheld.

The Borrower shall promptly deliver to the Lender copies of all its audited and unaudited financial statements and such other reports and information relating to the Borrower as the Lender may reasonably request from time to time.

The Borrower shall maintain all books of records and accounting records with respect to itself and its business in good order.

The Borrower shall, upon reasonable prior written notice from the Lender and during normal with its officers and advisors as the Lender may reasonably request.

The Borrower shall apply the Facility solely for the acquisition of assets (such as industrial or commercial properties, machinery and equipment, but excluding residential properties) to facilitate its business operations or of general working capital for its business operations and/or such other purposes as may be specified in the Operating Procedures and applicable to the relevant Guarantee Product.

The Borrower shall comply in all respects with the requirements of all applicable laws, rules and regulations and orders of governmental or regulatory authorities if failure to comply with such requirements would (either individually or in aggregate) have a Material Adverse Effect.

The Borrower shall maintain insurances on and in relation to its business and assets, in each case, with reputable underwriters or insurance companies against such risks and to such extent as is usual for companies carrying on a business such as that carried on by the Borrower and is commercially available.

The Borrower shall ensure that:

Without prejudice to the performance of the Borrower’s other obligations under the Facility Letter, the Borrower shall perform all its obligations under all of the material agreements or

If by the terms of the Facility Letter, security is to be given by the Borrower in favour of the Lender, the Borrower shall ensure that each security document confers valid security, of the type which such security document purports to create, in favour of the Lender, over each asset, right and benefit expressed to be subject to such security and ensure that the Lender enjoys the priority which such security is expressed to have. The Borrower shall promptly execute all documents and do all things that the Lender reasonably specifies for the purpose of enabling the Lender to exercise its rights under each security document or preserving the priority and effectiveness of such security. (For the avoidance of doubt, the Borrower confirms that all sums from time to time owing by it to the Lender under the Facility Letter are and shall be secured by all and any security created by it, before or at the date df the Facility Letter or at any time after that date, which is by its terms expressed (in any manner what soever to secure all monies owing by the Borrower to the Lender, and the Borrower, the Guarantor(s) and the Security Provider(s) will not seek to claim or assert anything to the contrary.)

In this Schedule A, “Material Adverse Effect” means (a) a material adverse effect on the business, assets, operations or condition (financial or otherwise) of the Borrower; (b) a material impairment of the ability of the Borrower to perform any of its obligations under the Facility Letter; or (c) a material impairment of the rights of, or benefits available to, the Lender under the Facility Letter.

Bank of Communications (Hong Kong) Limited