BendyBear: Novel Chinese Shellcode Linked With Cyber Espionage Group BlackTech

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This post is also available in: 日本語 (Japanese)

Executive Summary

Highly malleable, highly sophisticated and over 10,000 bytes of machine code. This is what Unit 42 researchers were met with during code analysis of this “bear” of a file. The code behavior and features strongly correlate with that of the WaterBear malware family, which has been active since as early as 2009. Analysis by Trend Micro and TeamT5 unveiled WaterBear as a multifaceted, stage-two implant, capable of file transfer, shell access, screen capture and much more. The malware is associated with the cyber espionage group BlackTech, which many in the broader threat research community have assessed to have ties to the Chinese government, and is believed to be responsible for recent attacks against several East Asian government organizations. Due to the similarities with WaterBear, and the polymorphic nature of the code, Unit 42 named this novel Chinese shellcode “BendyBear.” It stands in a class of its own in terms of being one of the most sophisticated, well-engineered and difficult-to-detect samples of shellcode employed by an Advanced Persistent Threat (APT).

The BendyBear sample was determined to be x64 shellcode for a stage-zero implant whose sole function is to download a more robust implant from a command and control (C2) server. Shellcode, despite its name, is used to describe the small piece of code loaded onto the target immediately following exploitation, regardless of whether or not it actually spawns a command shell. At 10,000+ bytes, BendyBear is noticeably larger than most, and uses its size to implement advanced features and anti-analysis techniques, such as modified RC4 encryption, signature block verification, and polymorphic code.

The sample analyzed in this blog was identified by its connections to a malicious C2 domain published by Taiwan's Ministry of Justice Investigation Bureau in August 2020. It was discovered absent additional information regarding the exploit vector, potential victims or intended use.

Palo Alto Networks customers can be protected from the attacks outlined in this blog with the Next-Generation Firewall alongside DNS Security, URL Filtering and WildFire security subscriptions, and Cortex XDR.

A New Class of Shellcode

At a macro level, BendyBear is unique in that it:

  • Transmits payloads in modified RC4-encrypted chunks. This hardens the encryption of the network communication, as a single RC4 key will not decrypt the entire payload.
  • Attempts to remain hidden from cybersecurity analysis by explicitly checking its environment for signs of debugging.
  • Leverages existing Windows registry key that is enabled by default in Windows 10 to store configuration data.
  • Clears the host’s DNS cache every time it attempts to connect to its C2 server, thereby requiring that the host resolve the current IP address for the malicious C2 domain each time.
  • Generates unique session keys for each connection to the C2 server.
  • Obscures its connection protocol by connecting to the C2 server over a common port (443), thereby blending in with normal SSL network traffic.
  • Employs polymorphic code, changing its runtime footprint during code execution to thwart memory analysis and evade signaturing.
  • Encrypts or decrypts function blocks (code blocks) during runtime, as needed, to evade detection.
  • Uses position independent code (PIC) to throw off static analysis tools.

In the following sections, we provide an in-depth technical breakdown of each of these capabilities.

Technical Details

Shellcode Execution

The shellcode (SHA256: 64CC899EC85F612270FCFB120A4C80D52D78E68B05CAF1014D2FE06522F1E2D0) is considered to be a stager, or downloader, whose function is to download an implant from a C2 server. During execution, the code employs byte randomization to obscure its behavior. This is achieved by using the host’s current time as a seed for a pseudorandom number generator, and then performing additional operations against that output. The resulting values are used to overwrite blocks of previously executed code. This byte manipulation is the first anti-analysis technique observed in the code, as any attempt to dump the memory segment would result in illegitimate or incorrect operations. Figure 1 shows an example of the shellcode main entry point before and during runtime execution.

The screenshot shows the orignal entry point on the left (before runtime execution) and the modified entry point on the right (during runtime execution), displaying the effects of byte manipulation.
Figure 1. Modified shellcode runtime example.

Because shellcode lacks the ability to run on its own, a Windows loader is required to allocate an environment in memory for it to execute. At the time of analysis, no loader had been identified for this shellcode; Therefore, Unit 42 created a custom loader to study the code during its runtime execution. Since then, however, several older installers were discovered with embedded WaterBear shellcode based on attributes identified from this sample. More information on these loaders can be found in the Appendix section “x86 WaterBear Loaders”.

The shellcode begins by locating the target’s Process Environment Block (PEB) to check if it’s currently being debugged. However, the code is written such that it pulls both the “BeingDebugged” and “BitField” values from the PEB, resulting in code logic that invalidates the debugger check. Because of this, the shellcode will always fail to recognize when a debugger is attached. This routine is performed 52 times in a while loop.

Next, the shellcode iterates through the PEB’s loader module list looking for the base address of Kernel32.dll. This is typical of shellcode, as the Kernel32.dll base address is necessary to resolve any dependency files required by the shellcode to run. With this address, the shellcode loads its dependency modules and resolves any necessary Windows Application Programming Interface (API) calls using standard shellcode API hashing. The following modules are loaded:

  • Advapi32.dll
  • Kernel32.dll
  • Msvcrt.dll
  • User32.dll
  • Ws2_32.dll

With the shellcode initialization complete, it moves onto its main function. It begins by querying the target’s registry, at the following key:

  • HKEY_CURRENT_USER\Console\QuickEdit

This registry key is used by the Windows command prompt to enable Quick Edit mode. Quick Edit mode allows copy and paste from the command prompt to the clipboard. By default, this key contains a REG_DWORD, a 32-bit number of either 1 for enabled or 0 for disabled. BendyBear reads this value, multiplies it by 1000 and performs the following calculation on the result:

If the result is less than 1,000 or greater than 3,300,000 the shellcode configuration (QuickEdit) is 4,000 (0xFA0) otherwise it is the result of the computed value.

Refer to the highlighted light blue value in Figure 2 Shellcode configuration.

This check is performed each and every time the shellcode is executed. One explanation for the use of this key is that the value is written to by the shellcode loader (to a value other than 0 or 1) and it’s used by the shellcode to obtain configuration settings.

It then decrypts its internal configuration structure, which is 1,152 bytes. An example is shown in Figure 2.

BendyBear decrypts its internal configuration structure, which is 1,152 bytes, as shown in the example above. Highlights in various colors help break down the configuration structure: neon green are the keys used for XORing values throughout the shellcode, light blue are the bytes computed from the host's Quick Edit Registry key, orange are the four bytes that represent the shellcode version, pink are the 17 bytes that make up the C2 domain, magenta are the two bytes that make up the target C2 port, light yellow are the resolved function pointers used by the shellcode, dark cyan are the 112 bytes that make up the function pointer sizes used to encrypt or decrypt function blocks, and dark red are the 289 bytes that make up the resolved Windows API functions used by the shellcode.
Figure 2. Shellcode configuration structure.

A breakdown of the configuration structure shown in Figure 2 is below (from top to bottom):

  • Highlighted in neon green are the two, 16-byte keys used for XORing values throughout the shellcode.
    7D 38 BA FD E1 C8 D2 DF B6 EE 33 F9 14 BF 52 96
    71 17 DF E4 AE 3B A9 F2 D5 3D 75 CC D3 0D 57 72
  • Highlighted in light blue are the two bytes computed from the host’s Quick Edit Registry key.
    E8 03
  • Highlighted in orange are the four bytes that represent the shellcode version.
    30 2E 32 34 (0.24)
  • Highlighted in pink are the 17 bytes that make up the C2 domain. Bitwise NOT (unsigned byte) to decode the values including the NULL.
    88 98 CE D1 96 91 94 9A 8C 93 96 89 9A D1 9C 90 92
  • Highlighted in dark green are the 103 bytes that are used for pattern elimination. XOR with 0xFF to NULL values.
  • Highlighted in magenta are the two bytes that make up the target C2 port.
    BB 01
  • Highlighted in light yellow are the resolved function pointers used by the shellcode.
    92 13 73 33 37 02
  • Highlighted in dark cyan are the 112 bytes that make up the function pointer sizes used to encrypt or decrypt function blocks.
    EE 01
  • Highlighted in dark red are the 289 bytes that make up the resolved Windows API functions used by the shellcode
    A0 2E 52 CC FC 7F 00 00...

Network Communications

Stager communication flow: Stager generates request packet, C2 server calculates pre-session key and challenge response, C2 server returns encrypted chunk payload, stager verifies challenge response and decrypts payload and executes in-memory.
Figure 3. Stager communication flow.

Before communicating with the C2 server, the shellcode flushes the host’s DNS cache by performing the following:

  1. Loads module dnsapi.dll
  2. Calls API DnsFlushResolverCache

When this API is called, all domains resolved are cleared from the host’s DNS cache, not just the target C2 server. This forces the host to resolve the current IP associated with the C2 domain, ensuring that communication continues as network infrastructure becomes compromised or unavailable. It also implies the developers own the domain and can update the IP.

The stager begins by computing 10 bytes of data to send to the C2 server. These 10 bytes make up a challenge request packet. The stager sends the challenge request to the C2 and waits for a challenge response. When received and properly decrypted, the stager checks for magic values or signature bytes at specific offsets. If this check fails, the network connection is aborted. This check ensures trusted communication with the intended C2 server and initiates the download of the payload.

I. Stager Generates Challenge Request Packet

The stager computes a 10-byte challenge request containing information for the C2, to include the size of the data (being the session keys) to be received next. The challenge request and session keys are sent to the C2 simultaneously. Example request:


II. C2 Server Decrypts Challenge Request Packet

The C2 decrypts the challenge request packet using the following steps:

1. First byte will be XORed with the second byte, second byte with third byte…until byte 10, followed by:

A. Byte 7 is updated from the result of ( byte 7 XORed with byte 3 ).
B. Byte 2 is updated from the result of ( byte 2 XORed with byte 0 ).
C. Byte 8 is updated from the result of ( byte 8 XORed with byte 0 ).
D. Byte 9 is updated from the result of ( byte 9 XORed with byte 5 ).

2. Final value is XORed with key 0x3FDA5F9AD85D50C77E6A

The challenge request decrypts to the following (represented as hex bytes):

The C2 decrypts the challenge request packet, resulting in the following components: GetTickCount, Fixed Signature, GetTickCount, Fixed Value, GetTickCount, Data Size little Endian.
Figure 4. Decrypted request challenge.

The last four bytes of the decrypted request packet inform the C2 server of the size of the expected network traffic to follow. As shown above, the value is 0x20, or 32 bytes. These 32 bytes make up the session keys used by the C2 server to encrypt a server challenge response and encrypt the payload.

Example of session keys received by the C2 server:

Session key 1--> 8C931D4F764B0661C26D77239EB454CA

Session key 2--> 7A4DD0AA6C3F37CDBDAFA4CBD6B27697

The challenge request packet and session keys are computed for each beacon and therefore would always be unique.

III. C2 Authenticates With the Stager

The C2 uses the session keys to build the RC4 state box and as an XOR key for encryption and decryption.

*It should be noted that the use of session key 2 is not yet fully understood, and it did not appear to be used to communicate with the stager.

1. The pre-session key is computed using session key 1 (first 16 bytes) as follows:
Pre-Session Key = session key 1 XOR

2. Using the computed pre-session key from step 1, the C2 server builds the RC4 Key Scheduling Algorithm (KSA). It is computed as follows:

a. Build the RC4 KSA using the following inputs to the below function:
data = 16-byte key 0x0C2F65194FF37B2D63D34635C7B205E4
key = 16-byte computed pre-session key from step 1

   Example RC4 (modified) KSA routine:

 def rc4_KSA(data, key):
      x = 0
      box = range(258)
      box[256] = 0
      box[257] = 0
      for i in range(256):
      x = (x + box[i] + ord(key[i % len(key)])) % 256
      box[i], box[x] = box[x], box[i]
      return box

*Note about the input parameter “data” for the KSA routine: It is the XOR result of the two 16-byte keys shown neon green in Figure 2. Shellcode Configuration Structure.

3. Construct 10-byte server challenge response header using the hex values shown in Figure 5.

Server Command Challenge Header consists of: random value (shown in red), fixed signature (green), random value (light blue), command (dark blue), random value (gray), and header size little endian (orange).
Figure 5. Server Command Challenge Header

4. Encrypt server challenge response header from step 3:

a. XOR 10-byte server challenge with key 0x33836E6B3FAA6AC464DA and perform the following:

i. Byte 7 is updated from the result of ( byte 7 XORed with byte 3 ).
ii. Byte 2 is updated from the result of ( byte 2 XORed with byte 0 ).
iii. Byte 8 is updated from the result of ( byte 8 XORed with byte 0 ).
iv. Byte 9 is updated from the result of ( byte 9 XORed with byte 5 ).

b. Encrypted server challenge response header = result of 4(a)

5. Compute final authentication key:

a. XOR the following values:

i. 0x0C2F65194FF37B2D63D34635C7B205E4
ii. Value computed from step 1, i.e. Pre-Session Key

*The 16-byte value in 5.a.i is the same input parameter used in the KSA algorithm in step 2. The stager expects this key from the C2 otherwise the session is aborted.

The values generated in steps 4 and 5 make up the complete server challenge response. At this point, the C2 sends the server challenge response to the stager, completing the authentication process.

IV. C2 Encrypts and Transmits Payload

Next, the C2 prepares to send a command to the stager. BendyBear only supports one type of command: payload download.

1. Build a 10-byte command header using the hex values shown in Figure 6.

Updated Server Command Challenge Header consists of: random value (shown in red), fixed signature (yellow and green), random value (light blue), command (dark blue), random value (gray), and header size little endian (orange).
Figure 6. Updated server command challenge header.

The only change to the header is the fixed signature value from 0x40 to 0x43.

2. Encrypt the command header from step 1:

The following is an example of a RC4 modified routine that can be used. The first argument, box, would be the S-Box computed in step III.2 and the second argument, data, would be the command header from step 1.

def rc4_Mod_Crypt(box, data):
    x = box[256]
    y = box[257]
    c = 0
    out = []
    for char in data:
        x = (x + 1) % 256
        y = (y + box[x]) % 256
        box[x], box[y] = box[y], box[x]
        z = ( (box[x] + box[y] )&0xff ) % 256
        al = rol( box[z],4,8 )
        out.append( chr( ord( data[c] ) ^ al ) )
        box[z] = al
    box[256] = x
    box[257] = y
    return ''.join(out)

3. Obtain the size of the payload and encrypt that value using the same RC4 algorithm as in step 2. The size of the payload should be the total decrypted size of the payload.

4. Encrypt and send the payload to the stager in chunks:

a. Read 4,086 bytes from the payload. This is the maximum chunk size that the stager will accept.

b. Build a command header (step 1 above) and update the following fields:

i. Header size = size of payload chunk.

ii. Command = 1.

c. Send the updated 10-byte command header to the stager.

d. Send the encrypted payload chunk.

e. Repeat steps a - d until payload is sent.

Figure 7 shows an example of one payload chunk that is sent to the stager.

Encrypted payload header and data from our investigation of BendyBear. Color code: Purple for Response Header 10 bytes; Light green for Decrypted Payload Size; Gray for Encrypted Payload chunk; and Light Blue for Command Header.
Figure 7. Encrypted payload header and data.

Upon receiving each chunk, the stager strips the command header and decrypts the payload chunk in memory.

Payload In-Memory Loading

Once the payload is fully decrypted, the stager performs some basic checks to ensure that the payload conforms to a Windows executable. It validates the DOS and PE header and that the payload is a DLL. It then direct-memory loads the payload and calls into its entry point (AddressOfEntryPoint). The direct memory load of the payload emulates that of the Windows PE loader – LoadLibrary. As a result, the PEB LDR_DATA_TABLE_ENTRY metadata structures are not created and the PEB for the process running the shellcode has no record of the DLL loading, which can be used to detect rogue modules running on your host. This is visible in WinDbg running the command !address within the process that loaded the shellcode. An example is shown in Figure 8.

The PEB for the process running the BendyBear shellcode has no record of the DLL loading, which can be used to detect rogue modules running on your host. This is visible in WinDbg running the command !address within the process that loaded the shellcode, as shown in the example here.
Figure 8. Artifact of direct in-memory loaded DLL.

In-memory artifacts:

  • Type is MEM_PRIVATE, meaning it is private to the process that loaded it. On Windows platforms, DLLs are typically loaded as MEM_IMAGE so that they can be shared between different processes to save memory space.
  • Protection is PAGE_EXECUTE_READWRITE(RWX), which means the area is writable and executable with a memory area containing an MZ header. The MZ header is the in-memory loaded module.

The output of the WinDbg !address command shown in Figure 8 spots the anomalous entry. The memory address of module 0x7ff4c2450000 was the result of private memory allocation, protection set to RWX and usage containing an MZ header.

x64 Shellcode Behaviors

The following table describes the main behaviors of BendyBear.

Behavior Artifact ATT&CK IDs
Query Registry


T1012: Query Registry
Command and Control T1573.002: Encrypted Channel: Asymmetric Cryptography
Payload transfer from remote host T1105: Ingress Tool Transfer
Payloads in modified RC4-encrypted chunks T1027.002: Obfuscated Files or Information: Software Packing
~65 calls to Windows API kernel32!GetTickCountKernel32 prior to the shellcode connecting to the C2 server. Used to encrypt or decrypt function blocks. T1497.003: Time Based Evasion
Dynamic DLL Importing and API Lookups T1106 Native API
52 iterations of the shellcode obtaining the process environment block (PEB) and checking for IsDebugger flag T1082: System Information Discovery
Eight calls to msvcrt!time prior to connecting to the C2 server
Clearing host’s DNS cache via API DNSAPI!DnsFlushResolverCache
PEB _LDR_DATA_TABLE_ENTRY metadata structures are not created, and the PEB for the process running the shellcode has no record of the DLL loading.
Loaded payload module (DLL) has a type of MEM_PRIVATE

Table 1. x64 shellcode commands executed.

BendyBear vs. WaterBear

Attributes WaterBear BendyBear
File Type EXE/DLL Shellcode
Implant Type Stage-2 Stage-0
Modified RC4
Additional Encryption UNKNOWN Extra XOR Computations
16-Byte XOR keys
Authenticated C2 Communications
Signature Verification Magic Bytes 1F 40

1F 43

1F 40

1F 43

Chunked Payloads
Polymorphic Code
In-Memory Loading
PEB Debugger Check
Pattern Elimination
Encrypt/Decrypt Function Routines
API Hooking
Process Hiding
Network Traffic Filtering

Table 2. Comparison of BendyBear and WaterBear.

File Type – WaterBear is a standalone PE/EXE. BendyBear is a x64 Shellcode that requires loader or code injection.

Implant Type – WaterBear is a stage-2 implant with many capabilities; BendyBear is a stage-0 downloader.

Modified RC4 Encryption – Both WaterBear and BendyBear use a modified RC4, but implement them slightly differently. WaterBear uses a 256 RC4 state box with byte shifting and addition within the key scheduling algorithm. BendyBear uses a 258 RC4 state box and performs XOR within the key scheduling algorithm.

Additional Encryption – While both use encryption as a way to conceal artifacts, BendyBear was found to contain additional XOR encryption steps.

16-Byte XOR Key – Both use the same 16-byte XOR key to create the pre-session key: 0x6162636465666768696A6B6C6D6E6f00

Authenticated C2 Communications – Both send an initial 10-byte challenge request followed by 32-byte session keys.

Signature Verification Magic Bytes – Both use the same matching magic byte verification values.

Chunked Payload – Both expect the payloads to be sent in encrypted chunks.

Polymorphic Code – Both employ code manipulation during runtime execution with random bytes.

In-Memory Loading – Both support the in-memory loading of payloads.

PEB Debugger Check – Both check to see if the code is being debugged.

Pattern Elimination –Both re-encrypt any decrypted strings upon use.

Encrypt/Decrypt Function Routines – Both WaterBear and BendyBear obfuscate runtime function addresses.

API Hooking – Variants of WaterBear implement API hooking, while BendyBear does not.

Process Hiding – Variants of WaterBear can hide processes via API hooking, while BendyBear does not support this capability.

Network Traffic Filtering – Variants of WaterBear can filter or hide network traffic via API hooking, while BendyBear does not support this capability.


The BendyBear shellcode contains advanced features that are not typically found in shellcode. The use of anti-analysis techniques and signature block verification indicate that the developers care about stealth and detection-evasion. Additionally, the use of custom cryptographic routines and byte manipulations suggest a high level of technical sophistication.

Palo Alto Networks customers can be protected from the attacks outlined in this blog in the following ways:

  • The C2 domain used in this shellcode has been categorized as malware in DNS Security, URL Filtering and WildFire, which are security subscriptions for Next-Generation Firewall customers.
  • Cortex XDR can identify and block the shellcode during execution.
  • App-ID, the traffic classification system in Next-Generation Firewalls, is capable of identifying applications irrespective of port, protocol, encryption (SSH or SSL) or any other evasive tactic used by the application. This shellcode attempts to communicate over TCP port 443 with traffic that does not conform to proper SSL or any other known application. As a matter of best practice, we advise customers to block unknown outbound TCP traffic in their security policies.

Indicators of Compromise

Shellcode Samples

x64 - (version 0.24)
64CC899EC85F612270FCFB120A4C80D52D78E68B05CAF1014D2FE06522F1E2D0 wg1.inkeslive[.]com

x86 - (version 0.1)
49901034216a16cfd05c613f438eccee4a7bf6079a7988b3e7094d9498379558 web2008.rutentw[.]com

x86 WaterBear Loaders

The following executables have been identified as loaders/injectors that contain older WaterBear x86 shellcode. The shellcode code is identical to the x86 sample 49901034216.... (version 0.1) listed above.


Additional Resources

Taiwan News – Taiwan urges blocking 11 China-linked phishing domains.
iThome News – The Bureau of Investigation’s recent investigation of several cases of Taiwan Government agencies hacked.
TeamT5 – Evil Hidden in Shellcode: The Evolution of malware DbgPrint.
TrendMicro – WaterBear Returns, Uses API Hooking to Evade Security.
TrendMicro – The Trail of BlackTech’s Cyber Espionage Campaigns.
CryCraft Technology Corp - Taiwan Government Targeted by Multiple Cyberattacks in April 2020 Part 1: Waterbear Malware
JPCERT/CC Eyes - ELF_PLEAD - Linux Malware Used by BlackTech


Shellcode Proof of Concept

Mock C2 server serving request to stager and sending a payload (DLL) that displays a message box:

python.exe -l 8080 -p c:\temp\DLLSample.dll

[+] Started ver 1.0.0 waiting for connection on TCP port 8080

[!] Using payload file c:\temp\DLLSample.dll

[!] Received new connection from: ('', 49918)

[-] Received Encrypted challenge Request Packet--> 40da9a64bf3992d39db6

[-] Decrypted challenge Request packet--> 46401f8c032320000000

[+] Session key 1--> 9816f78b57fff54efb5419202d81a729

[+] Session key 2--> 6ec83a6e4d8bc4e28496cac865878574

[+] Computed PreSessionKey--> f97494ef32999226923e724c40efc829

[+] Challenge command--> a3601149a495d02598b7

[-] Challenge key is--> f55bf1f67d6ae90bf1ed3479875dcdcd

[+] Payload Size is 00920100

[!] Payload sent to stager. Check if executed

Figure 9. Unit 42 mock C2 server.

Example stager in-memory loading test DLL for BendyBear.
Figure 10. Example stager in-memory loading test DLL

Figure 9 is a Python mock C2 server that was created by Unit 42 to interact with the stager. It is configured to listen on TCP port 8080, and the payload is a test DLL that launches calc.exe and displays a message box (Hello, Implant). Figure 10 is a Windows 10 host running the shellcode in memory via a custom loader. The shellcode was configured to communicate with the mock C2 server.

Network Traffic for the Above Payload (truncated):

Figure 11. Network traffic capture example.
Figure 11. Network traffic capture example.
Enlarged Image