Form of Loan Agreement between 8M Limited and JL Investments Capital Limited dated March 28, 2023

Exhibit 10.1

Loan Agreement

This Loan Agreement (the “Agreement”) is made and effective this 28th day of 2023

(The Borrower and the Lender are collectively referred to as the “Parties”, and each or any one of them is referred to as a “Party”.)

WHEREAS:

IT IS HEREBY AGREED between the Parties as follows:

In this Agreement, the following expressions shall, except where the context otherwise requires, have the meanings attributed to them respectively below:

“Business Day” means a day (other than a Saturday, Sunday or a public holiday) on which the banks are open for general business in Hong Kong;

“Drawdown Date” means the date on which the Drawdown is made hereunder;

“Drawdown” means the drawdown made by the Borrower under the Loan;

“Event of Default” means one or more of the events mentioned in clause 9.1;

“Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China;

“Maturity Date” means ;

“Notice of Drawdown” means a notice substantially in the form of Schedule 1 herein duly completed and signed by an authorized signatory or signatories of the Borrower; and

“HK Dollars” and the sign “HK$” mean Hong Kong dollars, the lawful currency of Hong Kong;

Subject to the terms and conditions of this Agreement, the Lender agrees to make available to the Borrower a loan of Hong Kong Dollars One Hundred and Ninety Million (HK$190,000,000).

Subject to the terms of this Agreement, the Borrower may on any Business Day make one single Drawdown under the Loan, provided that:

Subject to the terms of this Agreement, the Borrower covenants with the Lender to pay interest on the Loan or any part thereof as follows:

Subject to Clause 7, the Borrower shall repay to the Lender all the outstanding Loan together with accrued interest on or before the Maturity Date.

The Borrower has the right to prepay the whole or part of the Loan before the Maturity Date without penalty.

No delay or omission of the Lender to exercise any right under this Agreement shall impair such right or be construed to be a waiver of any Event of Default or an acquiescence therein, and any single or partial exercise of any such right shall not preclude other or further exercise thereof or the exercise of any other right, and no waiver, amendment or other variation of the terms, conditions or provisions of this Agreement whatsoever shall be valid unless in a writing signed by the Lender, and then only to the extent in such writings specifically set forth. All remedies contained in this Agreement or by law afforded shall be cumulative and all shall be available to the Lender until the Borrowers have paid in full and this Agreement has been terminated.

This Agreement and any amendments, waivers, consents or supplements hereto may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement constitute the entire contract among the Parties with respect to the subject matter hereof and supersede all previous agreements and understandings, oral or written, with respect to the subject matter hereof.

The clauses and paragraphs contained in this Agreement are intended to be read and construed independently of each other. If any part of this Agreement is held to be illegal, invalid or unenforceable, this illegality, invalidity or unenforceability will not affect the operation of any other part of this Agreement.

This Agreement may be signed in as many counterparts as may be necessary each of which so signed (including any signed copy sent by electronic facsimile transmission) shall be deemed an original, such counterparts together shall constitute one and the same instrument and, notwithstanding the date of the execution, shall be deemed to bear the date of this Agreement as set forth above.

This Agreement is governed by and shall be construed in accordance with the laws of Hong Kong. The Parties hereby irrevocably submit to the non-exclusive jurisdiction of the courts of Hong Kong.

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IN WITNESS whereof this Agreement has been executed by the parties hereto and is intended to be and is hereby delivered on the day and year first above written.

THE BORROWER

8M Limited

By: _________________________

THE LENDER

JL Investments Capital Limited

By: _________________________

Schedule 1

Form of Drawdown Notice

To: JL INVESTMENTS CAPITAL LIMITED

Date:

Dear Sirs,

We refer to the loan agreement (the "Agreement") dated [·] 2023 made between (i) us as borrower; and (ii) yourselves as lender; and the term loan of up to HK$190,000,000 granted to us thereunder. Terms defined in the Agreement shall have the same meaning when used herein.

We hereby give you notice that pursuant to clause 3.1 of the Agreement, we intend to draw the amount of HK$190,000,000 on [·] 2023 (“Drawdown Date”).

We hereby give you irrevocable instruction to pay, on the Drawdown Date, the amount of HK$190,000,000 to the following bank account:

We hereby certify that no Event of Default or condition, act or event which, with the giving of notice or lapse of time or both or the fulfillment of any other condition would constitute an Event of Default has occurred, is continuing or would result from the said drawdown required hereunder.

We further represent and warrant that the representations and warranties stated in clause 8 of the Agreement are true and correct on the date hereof and will be true and correct on the Drawdown Date with reference to the facts and circumstances now and then existing.

Yours faithfully,

For and on behalf of

8M Limited

___________________________________

Name: [·]