Item 1.01 Entry into a Material Definitive Agreement

On March 28, 2023, 8M Limited ("8M"), a fully owned subsidiary of Cosmos Group Holdings Inc. ("COSG", the "Company"), And JL Investments Capital Limited ("JL Investments") entered into a Loan Agreement, whereby JL Investments has agreed to make available to 8M a loan in the amount of HK$190,000,000 (the "Loan"). 8M shall pay interest to JL Investments on the unpaid principal amount of the Loan at the rate of 10% per annum. The foregoing description of the Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Agreement, which is incorporated herein by reference and attached hereto as exhibit 10.1.

On March 28, 2023, 8M and Ta Yang Group Holdings Limited ("Ta Yang") entered into an Uncommitted Revolving Term Loan Facility Agreement (the "Facility Agreement"), whereby 8M has agreed to make available to Ta Yang an uncommitted revolving term loan facility in the amount of HK$190,000,000 (the "Facility"). Ta Yang shall pay interest for each advance made under each individual drawdown notice at the rate of 24% per annum. The foregoing description of the Facility Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Agreement, which is incorporated herein by reference and attached hereto as exhibit 10.2.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No. Description



10.1          Form of Loan Agreement between 8M Limited and JL Investments Capital
            Limited dated March 28, 2023
10.2          Form of Uncommitted Revolving Term Loan Facility Agreement between 8M
            Limited and Ta Yang Group Holdings Limited dated March 28, 2023
104         Cover Page Interactive Data File (embedded within the inline XBRL
            document)

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