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Pintec Technology Holdings Ltd – ‘20-F’ for 12/31/18 – ‘EX-4.49’

On:  Tuesday, 7/30/19, at 4:18pm ET   ·   For:  12/31/18   ·   Accession #:  1104659-19-42643   ·   File #:  1-38712

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 7/30/19  Pintec Technology Holdings Ltd    20-F       12/31/18  149:19M                                    Toppan Merrill/FA

Annual Report by a Foreign Non-Canadian Issuer   —   Form 20-F   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 20-F        Annual Report by a Foreign Non-Canadian Issuer      HTML   2.93M 
 2: EX-4.35     Instrument Defining the Rights of Security Holders  HTML     92K 
 3: EX-4.36     Instrument Defining the Rights of Security Holders  HTML     96K 
 4: EX-4.37     Instrument Defining the Rights of Security Holders  HTML     48K 
 5: EX-4.38     Instrument Defining the Rights of Security Holders  HTML     48K 
 6: EX-4.39     Instrument Defining the Rights of Security Holders  HTML     52K 
 7: EX-4.40     Instrument Defining the Rights of Security Holders  HTML     96K 
 8: EX-4.41     Instrument Defining the Rights of Security Holders  HTML     96K 
 9: EX-4.42     Instrument Defining the Rights of Security Holders  HTML     47K 
10: EX-4.43     Instrument Defining the Rights of Security Holders  HTML     49K 
11: EX-4.44     Instrument Defining the Rights of Security Holders  HTML     52K 
12: EX-4.45     Instrument Defining the Rights of Security Holders  HTML     43K 
13: EX-4.46     Instrument Defining the Rights of Security Holders  HTML     73K 
14: EX-4.47     Instrument Defining the Rights of Security Holders  HTML     66K 
15: EX-4.48     Instrument Defining the Rights of Security Holders  HTML     49K 
16: EX-4.49     Instrument Defining the Rights of Security Holders  HTML     57K 
17: EX-4.50     Instrument Defining the Rights of Security Holders  HTML     68K 
18: EX-4.51     Instrument Defining the Rights of Security Holders  HTML     52K 
19: EX-4.52     Instrument Defining the Rights of Security Holders  HTML     96K 
20: EX-8.1      Opinion of Counsel re: Tax Matters                  HTML     42K 
23: EX-13.1     Annual or Quarterly Report to Security Holders      HTML     40K 
24: EX-13.2     Annual or Quarterly Report to Security Holders      HTML     41K 
21: EX-12.1     Statement re: Computation of Ratios                 HTML     46K 
22: EX-12.2     Statement re: Computation of Ratios                 HTML     46K 
25: EX-15.1     Letter re: Unaudited Interim Financial Info         HTML     40K 
26: EX-15.2     Letter re: Unaudited Interim Financial Info         HTML     39K 
27: EX-15.3     Letter re: Unaudited Interim Financial Info         HTML     38K 
34: R1          Document and Entity Information                     HTML     70K 
35: R2          Consolidated Balance Sheets                         HTML    180K 
36: R3          Consolidated Balance Sheets (Parenthetical)         HTML     87K 
37: R4          Consolidated Statements of Operations and           HTML    146K 
                Comprehensive (Loss)/Income                                      
38: R5          Consolidated Statements of Operations and           HTML     56K 
                Comprehensive (Loss)/Income (Parenthetical)                      
39: R6          Consolidated Statements of Changes in Invested      HTML    124K 
                (Deficit)/ Shareholders' Equity                                  
40: R7          Consolidated Statements of Changes in Invested      HTML     42K 
                (Deficit)/ Shareholders' Equity (Parenthetical)                  
41: R8          Consolidated Statements of Cash Flows               HTML    211K 
42: R9          Organization and principal activities               HTML    348K 
43: R10         Summary of significant accounting policies          HTML    160K 
44: R11         Concentration and risks                             HTML     50K 
45: R12         Acquisition of Shenzhen Minheng                     HTML     91K 
46: R13         Financing receivables, net                          HTML    126K 
47: R14         Accrued interest receivable, net                    HTML     71K 
48: R15         Accounts receivable, net                            HTML     82K 
49: R16         Prepayments and other current assets                HTML     73K 
50: R17         Property, equipment and software, net               HTML     60K 
51: R18         Long-term investments                               HTML     78K 
52: R19         Loan servicing rights                               HTML     45K 
53: R20         Fair value measurement                              HTML    128K 
54: R21         Intangible assets, net                              HTML     80K 
55: R22         Funding debts                                       HTML    111K 
56: R23         Short-term borrowings                               HTML     42K 
57: R24         Financial guarantee liabilities                     HTML     68K 
58: R25         Accrued expenses and other liabilities              HTML     68K 
59: R26         Taxation                                            HTML    153K 
60: R27         Share based compensation expenses                   HTML    235K 
61: R28         Pre-IPO Preferred Shares                            HTML    160K 
62: R29         Related party transactions                          HTML    105K 
63: R30         Defined contribution plan                           HTML     42K 
64: R31         Unaudited pro forma net loss per share              HTML    101K 
65: R32         Commitments and contingencies                       HTML     98K 
66: R33         Subsequent events                                   HTML     59K 
67: R34         Parent company only condensed financial             HTML    185K 
                information                                                      
68: R35         Summary of significant accounting policies          HTML    260K 
                (Policies)                                                       
69: R36         Organization and principal activities (Tables)      HTML    304K 
70: R37         Summary of significant accounting policies          HTML     47K 
                (Tables)                                                         
71: R38         Acquisition of Shenzhen Minheng (Tables)            HTML     88K 
72: R39         Financing receivables, net (Tables)                 HTML    132K 
73: R40         Accrued interest receivable, net (Tables)           HTML     73K 
74: R41         Accounts receivable, net (Tables)                   HTML     81K 
75: R42         Prepayments and other current assets (Tables)       HTML     72K 
76: R43         Property, equipment and software, net (Tables)      HTML     59K 
77: R44         Long-term investments (Tables)                      HTML     71K 
78: R45         Fair value measurement (Tables)                     HTML    126K 
79: R46         Intangible assets, net (Tables)                     HTML     83K 
80: R47         Funding debts (Tables)                              HTML    105K 
81: R48         Financial guarantee liabilities (Tables)            HTML     67K 
82: R49         Accrued expenses and other liabilities (Tables)     HTML     67K 
83: R50         Taxation (Tables)                                   HTML    149K 
84: R51         Share based compensation expenses (Tables)          HTML    226K 
85: R52         Pre-IPO Preferred Shares (Tables)                   HTML    145K 
86: R53         Related party transactions (Tables)                 HTML    104K 
87: R54         Unaudited pro forma net loss per share (Tables)     HTML     99K 
88: R55         Commitments and contingencies (Tables)              HTML     97K 
89: R56         Parent company only condensed financial             HTML    186K 
                information (Tables)                                             
90: R57         Organization and principal activities - Effect the  HTML     53K 
                transfer of the Pintec Business to the Group                     
                (Details)                                                        
91: R58         Organization and principal activities -             HTML     81K 
                Establishment of Pintec, its subsidiaries and VIEs               
                (Details)                                                        
92: R59         Organization and principal activities - Basis of    HTML     59K 
                Presentation for the Reorganization (Details)                    
93: R60         Organization and principal activities - Exclusive   HTML     47K 
                Business Cooperation Agreements and Exclusive                    
                option agreements (Details)                                      
94: R61         Organization and principal activities - Risks in    HTML    216K 
                relation to the VIE structure (Details)                          
95: R62         Organization and principal activities - Initial     HTML     85K 
                public offering ("IPO") and followed offering                    
                (Details)                                                        
96: R63         Organization and principal activities - Liquidity   HTML     56K 
                (Details)                                                        
97: R64         Summary of significant accounting policies -        HTML    113K 
                Convenience translation, Cash and cash equivalents               
                and Financing receivables, net (Details)                         
98: R65         Summary of significant accounting policies -        HTML     50K 
                Estimated useful lives of property, equipment and                
                software, net (Details)                                          
99: R66         Summary of significant accounting policies -        HTML     91K 
                Others (Details)                                                 
100: R67         Concentration and risks (Details)                   HTML     92K  
101: R68         Acquisition of Shenzhen Minheng (Details)           HTML     58K  
102: R69         Acquisition of Shenzhen Minheng - Allocation of     HTML     90K  
                the purchase price (Details)                                     
103: R70         Acquisition of Shenzhen Minheng - Pro forma         HTML     43K  
                adjustments (Details)                                            
104: R71         Financing receivables, net (Details)                HTML     62K  
105: R72         Financing receivables, net - Balances of financing  HTML     48K  
                receivables by due date (Details)                                
106: R73         Financing receivables, net - Movement of the        HTML     47K  
                allowance for credit losses (Details)                            
107: R74         Financing receivables, net - Aging analysis of      HTML     53K  
                past due (Details)                                               
108: R75         Accrued interest receivable, net (Details)          HTML     45K  
109: R76         Accrued interest receivable, net - Movements in     HTML     47K  
                the allowance for doubtful accounts (Details)                    
110: R77         Accounts receivable, net (Details)                  HTML     54K  
111: R78         Accounts receivable, net - Allowance for doubtful   HTML     49K  
                accounts (Details)                                               
112: R79         Prepayments and other current assets (Details)      HTML     85K  
113: R80         Property, equipment and software, net (Details)     HTML     58K  
114: R81         Long-term investments (Details)                     HTML     60K  
115: R82         Long-term investments - Cost and Equity method      HTML     68K  
                investment (Details)                                             
116: R83         Loan servicing rights (Details)                     HTML     54K  
117: R84         Fair value measurement - Assets and liabilities     HTML     68K  
                (Details)                                                        
118: R85         Fair value measurement - Significant unobservable   HTML     61K  
                inputs (Details)                                                 
119: R86         Intangible assets, net (Details)                    HTML     67K  
120: R87         Funding debts - Outstanding funding debts           HTML     58K  
                (Details)                                                        
121: R88         Funding debts - Remaining contractual maturity      HTML     63K  
                (Details)                                                        
122: R89         Funding debts - Terms of the funding debts          HTML     74K  
                borrowed and asset-backed securities (Details)                   
123: R90         Funding debts - Trusts were administered by         HTML     87K  
                third-party trust companies (Details)                            
124: R91         Short-term borrowings (Details)                     HTML     54K  
125: R92         Financial guarantee liabilities (Details)           HTML     51K  
126: R93         Accrued expenses and other liabilities (Details)    HTML     68K  
127: R94         Taxation (Details)                                  HTML     78K  
128: R95         Taxation - Current and deferred portion of income   HTML     49K  
                tax (Benefit)/Expense (Details)                                  
129: R96         Taxation - Reconciliation between the statutory     HTML     58K  
                EIT rate and the effective tax rates (Details)                   
130: R97         Taxation - Deferred tax assets and deferred tax     HTML     67K  
                liabilities (Details)                                            
131: R98         Taxation - Changes in valuation allowance           HTML     56K  
                (Details)                                                        
132: R99         Share based compensation expenses - Share options   HTML    199K  
                issued by Jimu Parent to employees of the Company                
                (Details)                                                        
133: R100        Share based compensation expenses - Restriction of  HTML     93K  
                ordinary shares held by senior management                        
                (Details)                                                        
134: R101        Share based compensation expenses - Share options   HTML    134K  
                issued by Pintec (Details)                                       
135: R102        Pre-IPO Preferred Shares (Details)                  HTML    127K  
136: R103        Pre-IPO Preferred Shares - Ordinary Shares          HTML     72K  
                (Details)                                                        
137: R104        Related party transactions (Details)                HTML     97K  
138: R105        Related party transactions - Balances with the      HTML     79K  
                major related parties (Details)                                  
139: R106        Defined contribution plan (Details)                 HTML     41K  
140: R107        Unaudited pro forma net loss per share (Details)    HTML     92K  
141: R108        Commitments and contingencies - Operating lease     HTML     52K  
                commitment (Details)                                             
142: R109        Commitments and contingencies - Debt Obligation     HTML     68K  
                (Details)                                                        
143: R110        Subsequent events (Details)                         HTML    225K  
144: R111        Parent company only condensed financial             HTML    150K  
                information - Balance sheets (Details)                           
145: R112        Parent company only condensed financial             HTML    105K  
                information - Condensed statements of operations                 
                and comprehensive loss (Details)                                 
146: R113        Parent company only condensed financial             HTML     88K  
                information - Condensed statements of cash flows                 
                (Details)                                                        
148: XML         IDEA XML File -- Filing Summary                      XML    249K  
147: EXCEL       IDEA Workbook of Financial Reports                  XLSX    184K  
28: EX-101.INS  XBRL Instance -- pt-20181231                         XML   5.22M 
30: EX-101.CAL  XBRL Calculations -- pt-20181231_cal                 XML    337K 
31: EX-101.DEF  XBRL Definitions -- pt-20181231_def                  XML   1.36M 
32: EX-101.LAB  XBRL Labels -- pt-20181231_lab                       XML   2.51M 
33: EX-101.PRE  XBRL Presentations -- pt-20181231_pre                XML   2.01M 
29: EX-101.SCH  XBRL Schema -- pt-20181231                           XSD    396K 
149: ZIP         XBRL Zipped Folder -- 0001104659-19-042643-xbrl      Zip    383K  


‘EX-4.49’   —   Instrument Defining the Rights of Security Holders


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



Exhibit 4.49

 

No.: PT-JM-20190001-02

 

Supplementary Agreement (II)

 

This Agreement is made in Chaoyang District, Beijing on July 19, 2019, by and among:

 

Shanghai Anquying Technology Co., Ltd. (“Lender” or “Party A”)

Address: 309-B, No. 89 East Yunling Road, Putuo District, Shanghai

 

Beijing LeRong Duoyuan Information Technology Co. Ltd. (“Borrower” or “Party B”)

Address: 501, 5/F, Unit 1, No. 10 West Jintong Road, Chaoyang District, Beijing

 

Sky City (Beijing) Technology Co., Ltd.

Address: 3009, 3/F, Auxiliary Building of Bowangyuan, Yangfangdian, Haidian District, Beijing

 

Lerong Duoyuan (Beijing) Technology Co., Ltd.

Address: 806, 8/F, Building 4#, Yard 18, Suzhou Street, Haidian District, Beijing

 

Whereas Party A and Party B have executed the Loan Agreement with No. PT-JM-20190001 (hereinafter referred to as the “Original Agreement”) and the Supplementary Agreement (I) with No. PT-JM-20190001-01, under which Party A (Shanghai Anquying Technology Co., Ltd.) provided Party B (Beijing LeRong Duoyuan Information Technology Co. Ltd.), loans with an aggregate principal amount of one hundred and twenty-nine million six hundred and twenty-one thousand six hundred and forty-eight yuan (RMB 129,621,648.00) as of April 30, 2019. Upon friendly consultation, the Parties confirm the following capital flows between Party A and its affiliate (Sky City (Beijing) Technology Co., Ltd.) and Party B and its affiliate (Lerong Duoyuan (Beijing) Technology Co., Ltd.) during the period from May 1, 2019 to May 31, 2019, and the following changing principal balance of the loan between Party A and Party B:

 

I.                             During the period from May 1, 2019 to May 31, 2019, Sky City (Beijing) Technology Co., Ltd. paid an aggregate of fifty-eight million six hundred and eighteen thousand seven hundred and fifty-three yuan (RMB58,618,753.00) to Lerong Duoyuan (Beijing) Technology Co., Ltd.

 

II.                        During the period from May 1, 2019 to May 31, 2019, the security deposit for cooperation payable by Party A (Shanghai Anquying Technology Co., Ltd.) to Party B (Beijing LeRong Duoyuan Information Technology Co. Ltd.) is two million four hundred and seventy-three thousand fifty-eight yuan (RMB2,473,058.00); and the management fee for asset collection payable by Party A (Shanghai Anquying Technology Co., Ltd.) to Lerong Duoyuan (Beijing) Technology Co., Ltd. is thirty-one million one hundred and sixty-nine thousand five hundred and twenty-one yuan (RMB31,169,521.00).

 

1


 

III.                   The Parties agree that Party A’s affiliate will transfer to Party A the financial claims against and the debts owed to Party B and its affiliate in whole; Party B’s affiliate will transfer to Party B the financial claims against and the debts owed to Party A and its affiliate in whole; and the portion that is equal in amount will be offset against each other, namely, 129,621,648.00 + 58,618,753.00 – 2,473,058.00 – 31,169,521.00 = 154,597,823.00. Therefore, as of May 31, 2019, the principal balance of the loan actually provided by Party A to Party B is one hundred and fifty-four million five hundred and ninety-seven thousand eight hundred and twenty-two yuan (RMB154,597,822.00).

 

IV.                    Party A and Party B unanimously confirm that the loan interest payable by Party B to Party A during the period from May 1, 2019 to May 30, 2019 shall be calculated based on the loan amount (RMB129,621,648.00) as of April 30, 2019 determined in the Supplementary Agreement (I) (No.: PT-JM-20190001-01) as the principal at the annual interest rate of 11% as determined in the Original Agreement (daily interest rate = annual interest rate/365) as the loan interest rate; and during the period from June 1, 2019 to June 30, 2019, the interest shall be calculated based on the loan amount (RMB154,597,822.00) determined in this Supplementary Agreement as the principal at an annual interest rate of 11% (daily interest rate = annual interest rate/365).

 

V.                         The rules for calculation of interest during the period from July 1, 2019 to January 31, 2022 and the repayment schedules of principal and interest are specified as follows:

 

(I)                                   From July 1, 2019 to January 31, 2020

 

(1)         Pursuant to the relevant provisions of the Information Service Cooperation Agreement (“Cooperation Agreement”) entered into in July 2019 by and between Party A and Party B, both Parties agree that the loan principal payable by Party B hereunder shall be offset in equal amount against the monthly additional security deposit payable by Party A, and the interest shall cease to accrue on the offset loan principal following the offset date and such offset loan principal shall be converted to the security deposit paid by Party A to Party B, in which, “offset date” shall be the last day of the monthly calculation period as specified in the Cooperation Agreement;

 

(2)         To take July 2019 as an example, the monthly additional security deposit payable from June 1, 2019 to June 30, 2019 shall first be calculated, and then the interest payable during the period from July 1, 2019 to July 31, 2019 shall be calculated based on the principal balance of the loan as of June 30, 2019 calculated pursuant to the above offset rules (as the principal) and at an annual interest rate of 11% (daily interest rate = annual interest rate / 365); the interest for each month during the period from August 1, 2019 to January 31, 2020 shall be calculated in the same manner.

 

2


 

(II)                              From February 1, 2020 to January 31, 2022

 

Party B shall repay all of the loan principal and interest under the Original Agreement, Supplementary Agreement (I) and this Supplementary Agreement on a monthly average basis, and the monthly repayment amount (C) shall be calculated in accordance with the following rules:

 

(1)         The total interest payable by Party B during 2018 and during the period from January 1, 2019 to January 31, 2020 (A) shall be calculated in accordance with Original Agreement, Supplementary Agreement (I) and this Supplementary Agreement;

 

(2)         The principal and interest monthly payable by Party B during the period from February 1, 2020 to January 31, 2022 (B) shall be calculated in accordance with the calculation method of monthly equal principal plus interest and based on the principal balance of the loan as of January 31, 2020 calculated pursuant to Subsection (I)(2) above (as the loan principal) and at the annual interest rate of 11% determined in the Original Agreement (daily interest rate = annual interest rate / 365) as the loan interest rate.

 

(3)         Monthly repayment amount by Party B on an equal basis (C) = A / 24 + B;

 

(4)         Such monthly equal repayment amount by Party B (C) shall be first offset against the additional security deposit payable by Party A for the current month, and the portion by which it exceeds the additional security deposit payable for the current month will be repaid in cash by Party B; if the additional security deposit payable for the current month is more than the amount payable for the current month (C), such excess shall be offset against the amount payable for the following month, and so on in like fashion.

 

VI.                    The matters not covered in this Supplementary Agreement shall be subject to the provisions of the Original Agreement.

 

VII.               This Loan Agreement is written in the Chinese language in four counterparts, each party holding one counterpart, each counterpart having the same legal effect.

 

(The remaining is intentionally left blank)

 

3


 

IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the date first above written with immediate effect.

 

 

/s/ Shanghai Anquying Technology Co., Ltd. (Seal)

Shanghai Anquying Technology Co., Ltd.

 

 

/s/ Sky City (Beijing) Technology Co., Ltd. (Seal)

Sky City (Beijing) Technology Co., Ltd.

 

4


 

IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the date first above written with immediate effect.

 

 

/s/ Beijing LeRong Duoyuan Information Technology Co. Ltd. (Seal)

Beijing LeRong Duoyuan Information Technology Co. Ltd.

 

 

/s/ Lerong Duoyuan (Beijing) Technology Co., Ltd. (Seal)

Lerong Duoyuan (Beijing) Technology Co., Ltd.

 

5



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘20-F’ Filing    Date    Other Filings
1/31/22
2/1/20
1/31/20
8/1/196-K
7/31/19
Filed on:7/30/19
7/19/19
7/1/19
6/30/19
6/1/19
5/31/196-K
5/30/19
5/1/19
4/30/19NT 20-F
1/1/19
For Period end:12/31/1820-F/A,  NT 20-F
 List all Filings 


4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/30/24  Pintec Technology Holdings Ltd.   20-F       12/31/23  147:18M                                    Toppan Merrill/FA
 5/15/23  Pintec Technology Holdings Ltd.   20-F       12/31/22  119:17M                                    Toppan Merrill/FA
 4/28/22  Pintec Technology Holdings Ltd.   20-F       12/31/21  135:19M                                    Donnelley … Solutions/FA
 4/30/21  Pintec Technology Holdings Ltd.   20-F       12/31/20  157:16M                                    Donnelley … Solutions/FA
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Filing Submission 0001104659-19-042643   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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