Item 1.01 Entry into a Material Definitive Agreement.

On December 9 and December 16, 2019, Ando Holdings Limited (the "Company") entered into two loan agreements with Ando Credit Limited (the "Borrower") amounted $738,000 and $250,000 (the "Loan Amount") respectively, with interest rate 12% per annum. The Company would receive monthly interest income from the Borrower, payable on 5th calendar day of each month. The Loan Amount will be exclusively used for mortgage business of the Borrower. The Borrower is not allowed to apply the Loan for any other uses, failing which, it will be regarded as an Event of Default. The Loan Amount will not be due unless there is any event of default occurrence. The Company will be in default if the Promissory Note holders ask for repayment and Ando Credit Limited does not pay back the Loan Amount to the Company. The Loan Amount will be renewed on a monthly basis unless the Company requests the repayment of Loan Amount by submitting a formal notice to the Borrower.

The Borrower is a limited liability company incorporated in Hong Kong, which engages in money lending business with a money lender licence issued by Hong Kong regulatory body.

Unless specifically defined herein, the capitalized terms shall have the meanings as defined in the respective documents attached herein. The forgoing terms are qualified in their entirety by the loan agreements attached herein as Exhibits 10.1 and 10.2, respectively.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits.



Exhibit No.   Exhibits

  10.1        Loan Agreement between Ando Holdings Limited and Ando Credit Limited
              dated December 9, 2019(1)

  10.2        Loan Agreement between Ando Holdings Limited and Ando Credit Limited
              dated December 16, 2019(1)

(1) Filed as an exhibit to the original report, submitted to the SEC on December 23, 2019.

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