SEC Info℠ | Home | Search | My Interests | Help | Sign In | Please Sign In | ||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/30/21 Pintec Technology Holdings Ltd. 20-F 12/31/20 157:16M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 20-F Annual or Annual-Transition Report by a Foreign HTML 1.89M Non-Canadian Issuer 2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 210K 5: EX-4.10 Instrument Defining the Rights of Security Holders HTML 88K 6: EX-4.11 Instrument Defining the Rights of Security Holders HTML 45K 7: EX-4.12 Instrument Defining the Rights of Security Holders HTML 45K 8: EX-4.13 Instrument Defining the Rights of Security Holders HTML 43K 9: EX-4.14 Instrument Defining the Rights of Security Holders HTML 43K 10: EX-4.24 Instrument Defining the Rights of Security Holders HTML 47K 11: EX-4.25 Instrument Defining the Rights of Security Holders HTML 67K 12: EX-4.26 Instrument Defining the Rights of Security Holders HTML 67K 13: EX-4.27 Instrument Defining the Rights of Security Holders HTML 67K 14: EX-4.28 Instrument Defining the Rights of Security Holders HTML 50K 15: EX-4.29 Instrument Defining the Rights of Security Holders HTML 66K 16: EX-4.30 Instrument Defining the Rights of Security Holders HTML 49K 17: EX-4.64 Instrument Defining the Rights of Security Holders HTML 143K 18: EX-4.65 Instrument Defining the Rights of Security Holders HTML 61K 19: EX-4.66 Instrument Defining the Rights of Security Holders HTML 56K 20: EX-4.67 Instrument Defining the Rights of Security Holders HTML 50K 21: EX-4.68 Instrument Defining the Rights of Security Holders HTML 45K 22: EX-4.70 Instrument Defining the Rights of Security Holders HTML 101K 23: EX-4.71 Instrument Defining the Rights of Security Holders HTML 190K 3: EX-4.8 Instrument Defining the Rights of Security Holders HTML 68K 4: EX-4.9 Instrument Defining the Rights of Security Holders HTML 87K 24: EX-8.1 Opinion of Counsel re: Tax Matters HTML 41K 27: EX-13.1 Annual or Quarterly Report to Security Holders HTML 41K 28: EX-13.2 Annual or Quarterly Report to Security Holders HTML 41K 25: EX-12.1 Statement re: the Computation of Ratios HTML 45K 26: EX-12.2 Statement re: the Computation of Ratios HTML 45K 29: EX-15.1 Letter re: Unaudited Interim Financial Info HTML 40K 30: EX-15.2 Letter re: Unaudited Interim Financial Info HTML 40K 31: EX-15.3 Letter re: Unaudited Interim Financial Info HTML 40K 38: R1 Cover Page HTML 110K 39: R2 Consolidated Balance Sheets HTML 190K 40: R3 Consolidated Balance Sheets (Parenthetical) HTML 79K 41: R4 Consolidated Statements of Operations and HTML 178K Comprehensive Income/(Loss) 42: R5 Consolidated Statements of Operations and HTML 41K Comprehensive Income/(Loss) (Parenthetical) 43: R6 Consolidated Statements of Changes in (Invested HTML 156K Deficit)/Equity 44: R7 Consolidated Statements of Changes in (Invested HTML 43K Deficit)/Equity (Parenthetical) 45: R8 Consolidated Statements of Cash Flows HTML 239K 46: R9 Organization and principal activities HTML 176K 47: R10 Summary of significant accounting policies HTML 185K 48: R11 Concentration and risks HTML 49K 49: R12 Acquisition HTML 63K 50: R13 Financing receivables, net HTML 88K 51: R14 Accounts receivable, net HTML 66K 52: R15 Prepayments and other current assets, net HTML 63K 53: R16 Property, equipment and software, net HTML 61K 54: R17 Prepayment for long-term investment HTML 44K 55: R18 Long-term investments HTML 84K 56: R19 Fair value measurement HTML 82K 57: R20 Intangible assets, net HTML 64K 58: R21 Goodwill HTML 43K 59: R22 Funding debts HTML 59K 60: R23 Borrowing HTML 72K 61: R24 Financial guarantee liabilities and financial HTML 81K guarantee assets 62: R25 Debt instrument HTML 53K 63: R26 Convertible loan HTML 48K 64: R27 Accrued expenses and other liabilities HTML 60K 65: R28 Non-controlling interests HTML 45K 66: R29 Taxation HTML 157K 67: R30 Share based compensation expenses HTML 123K 68: R31 Related party transactions HTML 127K 69: R32 Defined contribution plan HTML 47K 70: R33 Loss per share HTML 66K 71: R34 Commitments and contingencies HTML 54K 72: R35 Subsequent events HTML 47K 73: R36 Parent company only condensed financial HTML 197K information 74: R37 Summary of significant accounting policies HTML 263K (Policies) 75: R38 Organization and principal activities (Tables) HTML 148K 76: R39 Summary of significant accounting policies HTML 56K (Tables) 77: R40 Acquisition (Tables) HTML 58K 78: R41 Financing receivables, net (Tables) HTML 94K 79: R42 Accounts receivable, net (Tables) HTML 68K 80: R43 Prepayments and other current assets, net (Tables) HTML 63K 81: R44 Property, equipment and software, net (Tables) HTML 60K 82: R45 Long-term investments (Tables) HTML 73K 83: R46 Fair value measurement (Tables) HTML 78K 84: R47 Intangible assets, net (Tables) HTML 66K 85: R48 Funding debts (Tables) HTML 58K 86: R49 Borrowing (Table) HTML 71K 87: R50 Financial guarantee liabilities and financial HTML 84K guarantee assets (Tables) 88: R51 Debt instrument (Tables) HTML 46K 89: R52 Accrued expenses and other liabilities (Tables) HTML 59K 90: R53 Taxation (Tables) HTML 147K 91: R54 Share based compensation expenses (Tables) HTML 114K 92: R55 Related party transactions (Tables) HTML 128K 93: R56 Loss per share (Tables) HTML 65K 94: R57 Commitments and contingencies (Tables) HTML 48K 95: R58 Parent company only condensed financial HTML 198K information (Tables) 96: R59 Organization and principal activities (Details) HTML 47K 97: R60 Organization and principal activities - HTML 87K Establishment of Pintec, its subsidiaries and VIEs (Details) 98: R61 Organization and principal activities - Basis of HTML 54K Presentation for the Reorganization (Details) 99: R62 Organization and principal activities - Risks in HTML 83K relation to the VIE structure (Details) 100: R63 Summary of significant accounting policies - HTML 51K Convenience translation, Cash and cash equivalents and Financing receivables, net (Details) 101: R64 Summary of significant accounting policies - HTML 58K Estimated useful lives of property, equipment and software, net (Details) 102: R65 Summary of significant accounting policies - HTML 56K Schedule Of Acquired Finite Lived Intangible Assets By Major Class (Detail) 103: R66 Summary of significant accounting policies - HTML 88K Others (Details) 104: R67 Concentration and risks (Details) HTML 55K 105: R68 Acquisition (Detail) HTML 62K 106: R69 Acquisition - Schedule of allocation of the HTML 78K purchase price (Detail) 107: R70 Financing receivables, net (Details) HTML 58K 108: R71 Financing receivables, net - Balances of financing HTML 47K receivables by due date (Details) 109: R72 Financing receivables, net - Movement of the HTML 51K allowance for credit losses (Details) 110: R73 Financing receivables, net - Aging analysis of HTML 54K past due (Details) 111: R74 Accounts receivable, net (Details) HTML 54K 112: R75 Accounts receivable, net - Allowance for doubtful HTML 47K accounts (Details) 113: R76 Prepayments and other current assets, net HTML 57K (Details) 114: R77 Property, equipment and software, net (Details) HTML 66K 115: R78 Property, equipment and software, net HTML 45K (Parenthetical) (Details) 116: R79 Prepayment For Long Term Investment - (Detail) HTML 53K 117: R80 Long-term investments (Details) HTML 67K 118: R81 Long-term investments - Cost and Equity method HTML 96K investment (Details) 119: R82 Fair value measurement - Assets and liabilities HTML 50K (Details) 120: R83 Intangible assets, net (Details) HTML 84K 121: R84 Goodwill (Details) HTML 54K 122: R85 Funding debts - Outstanding funding debts HTML 53K (Details) 123: R86 Funding debts - Terms of the funding debts HTML 42K borrowed and asset-backed securities (Details) 124: R87 Borrowing - Summary of Borrowings (Detail) HTML 70K 125: R88 Borrowing - Summary of Borrowings (Parenthetical) HTML 52K (Detail) 126: R89 Financial guarantee liabilities and financial HTML 48K guarantee assets (Details) 127: R90 Financial guarantee liabilities and financial HTML 52K guarantee assets - Schedule of guarantee assets movement activities (Details) 128: R91 Financial guarantee liabilities and financial HTML 46K guarantee assets - Schedule of guarantee assets allowance for credit loss movement activities (Detail) 129: R92 Debt instrument - Fair Value Measurement Inputs HTML 53K and Valuation Techniques (Detail) 130: R93 Debt instrument (Details) HTML 76K 131: R94 Convertible loan (Details) HTML 85K 132: R95 Accrued expenses and other liabilities (Details) HTML 64K 133: R96 Accrued expenses and other liabilities HTML 43K (Parenthetical) (Details) 134: R97 Non-controlling interests (Detail) HTML 56K 135: R98 Taxation (Details) HTML 85K 136: R99 Taxation - Current and deferred portion of income HTML 51K tax expense (Details) 137: R100 Taxation - Reconciliation between the statutory HTML 71K EIT rate and the effective tax rates (Details) 138: R101 Taxation - Deferred tax assets and deferred tax HTML 74K liabilities (Details) 139: R102 Taxation - Changes in valuation allowance HTML 55K (Details) 140: R103 Taxation - Summary of Net Operating Loss HTML 52K Carryforwards (Detail) 141: R104 Share based compensation expenses - Share options HTML 129K issued by Jimu Parent to employees of the Company (Details) 142: R105 Share based compensation expenses - Restriction of HTML 88K ordinary shares held by senior management (Details) 143: R106 Share based compensation expenses - Share options HTML 106K issued by Pintec (Details) 144: R107 Related party transactions (Details) HTML 180K 145: R108 Related party transactions - Balances with the HTML 66K major related parties (Details) 146: R109 Related party transactions - Summary Of Movement HTML 48K Of Allowance For Credit Losses On Amounts Due From Related Parties (Details) 147: R110 Defined contribution plan (Details) HTML 42K 148: R111 Loss per share (Details) HTML 63K 149: R112 Loss per share (Parenthetical) (Details) HTML 42K 150: R113 Commitments and contingencies - Operating lease HTML 55K commitment (Details) 151: R114 Subsequent events (Details) HTML 52K 152: R115 Parent company only condensed financial HTML 151K information - Balance sheets (Details) 153: R116 Parent company only condensed financial HTML 99K information - Condensed statements of operations and comprehensive loss (Details) 154: R117 Parent company only condensed financial HTML 96K information - Condensed statements of cash flows (Details) 156: XML IDEA XML File -- Filing Summary XML 257K 155: EXCEL IDEA Workbook of Financial Reports XLSX 188K 32: EX-101.INS XBRL Instance -- pt-20201231 XML 4.14M 34: EX-101.CAL XBRL Calculations -- pt-20201231_cal XML 323K 35: EX-101.DEF XBRL Definitions -- pt-20201231_def XML 1.61M 36: EX-101.LAB XBRL Labels -- pt-20201231_lab XML 2.29M 37: EX-101.PRE XBRL Presentations -- pt-20201231_pre XML 1.90M 33: EX-101.SCH XBRL Schema -- pt-20201231 XSD 384K 157: ZIP XBRL Zipped Folder -- 0001193125-21-145037-xbrl Zip 363K
EX-4.10 |
Exhibit 4.10
Share Pledge Agreement
This Share Pledge Agreement (hereinafter referred to as this “Agreement”) was entered into by and among the following parties on January 21, 2021 in Beijing China:
Party A: Pintec (Beijing) Technology Co., Ltd. (hereinafter referred to as the “Pledgee”)
Party B: Wei Wei, ID card No.: ***;
Sun Xin, ID card No.: ***;
(Hereinafter collectively referred to as the “Pledgors”)
Party C: Pintec Jinke (Beijing) Technology Information Co., Ltd.
For the purpose of this Agreement, the Pledgee, Pledgors, and Party C are individually referred to as a “Party”, and collectively referred to as the “Parties”.
Whereas:
1. | The Pledgors collectively hold 100% equity interests in Party C. Party C is a limited liability company registered in Beijing, China engaging in technology development, technology transfer, technology promotion, technical services, and technical consultation; computer system services. (Enterprises can independently choose business projects and carry out business activities in accordance with law; projects subject to approval by law shall be conducted business activities in compliance with the approved contents after approval by relevant departments; enterprises are not allowed to engage in business activities of the projects that are prohibited and restricted by industrial policies in the city.) Party C acknowledges the respective rights and obligations of the Pledgors and the Pledgee hereunder, and agrees to provide any necessary assistance in registering the pledge; |
2. | The Pledgee is a wholly foreign-owned enterprise registered in Beijing, China. The Pledgee and Party C have entered into the Exclusive Business Cooperation Agreement (hereinafter referred to as the “Exclusive Business Cooperation Agreement”) on January 21, 2021; the Pledgors, Party C, and the Pledgee have entered into the Exclusive Option Agreement (hereinafter referred to as the “Exclusive Option Agreement”) on January 21, 2021; and the Pledgors have separately entered into the Power of Attorney (hereinafter referred to as the “Power of Attorney”, together with the Exclusive Business Cooperation Agreement and the Exclusive Option Agreement, “Project Agreements”) with the Pledgee on January 21, 2021; |
1
3. | The pledge is intended to: ensure that (A) the Pledgee may receive all due amounts payable by Party C from Party C in accordance with the Exclusive Business Cooperation Agreement, including but not limited to consulting and service fees; (B) the Pledgee can effective exercise its Share Purchase Option and/or Assets Purchase Option under the Exclusive Option Agreement in accordance therewith; and (C) the Pledgee can exercise its voting rights under the Power of Attorney in accordance therewith, and the Pledgors agree to provide the pledge security for the obligations of the Pledgors and Party C under the Project Agreements with all the equity interests they held in Party C. |
Now therefore, the Parties mutually agree to execute this Agreement in accordance with the following provisions.
1. | Definitions |
Unless otherwise provided herein, the following terms shall have the following meanings:
1.1 | “Right of Pledge” shall mean the security interests granted by the Pledgors to the Pledgee in accordance with Article 2 hereof, that is, the priority of claim for the Pledgee from the transfer, auction, or sale prices of the equity interests. |
1.2 | “Pledged Shares” shall mean all the 100% equity interests held by the Pledgors in Party C, that is, 50.00% equity interests held by Wei Wei, the Pledgors, in Party C, with the amount of secured creditor’s rights reaching 200.00 million Yuan, which have been pledged to the Pledgee. 50.00% equity interests are held by Sun Xin, the Pledgors, in Party C, with the amount of secured creditor’s rights reaching 200.00 million Yuan, which have been pledged to the Pledgee; and the rights set forth in Articles 2.3 hereof. |
1.3 | “Term of Pledge” shall mean the term set forth in Article 3 hereof. |
1.4 | “Project Agreements” shall have the meaning assigned in the recital hereof. |
1.5 | “Contractual Obligations” shall mean all the contractual obligations of the Pledgors and Party C under this Agreement and the Project Agreements. |
1.6 | “Secured Liabilities” shall mean the payment and other obligations of Party C under the Exclusive Business Cooperation Agreement, all the direct, indirect, and derivative losses and predictable losses of interests suffered by the Pledgee due to any Event of Default (as defined below) of the Pledgors and/or Party C, the basis for determining the amounts of such losses including but not limited to the reasonable business plan and profit prediction of the Pledgee and the service fees payable by Party C under the Exclusive Business Cooperation Agreement (no less than RMB 400 million Yuan), and all the expenses incurred by the Pledgee in enforcing the Pledgors and/or Company to perform their Contractual Obligations. |
2
1.7 | “Event of Default” shall mean any circumstance listed in Article 7 hereof. |
1.8 | “Notice of Default” shall mean a notice given by the Pledgee in accordance with this Agreement and specifying an Event of Default. |
2. | Right of Pledge |
2.1 | As the security for repaying the Secured Liabilities, the Pledgors hereby pledge all the Pledged Shares to the Pledgee, and Party C hereby consents to the Pledgors for pledging the Pledged Shares to the Pledgee in accordance with the provisions of this Agreement. |
2.2 | The Pledgors undertake that, they shall be responsible for recording the share pledge arrangement under this Agreement in the register of shareholders of Party C. |
2.3 | During the Term of Pledge, the Pledgee has the right to receive incomes (including but not limited to any dividends and profits) arising from the Pledged Shares. With the prior written consent of the Pledgee, the Pledgors may get dividends or capital bonuses with respect to the Pledged Shares. The dividends or capital bonuses attributable to the Pledgors on the Pledged Shares shall be deposited in an account designated by the Pledgee, subject to the supervision of the Pledgee, and used first to repay the Secured Liabilities. |
3. | Term of Pledge |
3.1 | The Right of Pledge shall become effective when it is registered with the competent administration for industry and commerce (hereinafter referred to as the “Registration Authority”) at the place of Party C. The Parties agree that, the Pledgors and Party A shall submit an application for share pledge registration with the Registration Authority within 20 working days from the execution of this Agreement. The Parties further agree that, they shall complete all share pledge registration formalities, obtain the registration notice issued by the Registration Authority, and have the Registration Authority fully and accurately record the share pledge matter in the share pledge register within 20 working days from the date when the Registration Authority officially accepts the application for share pledge registration. |
3.2 | This Agreement shall be valid until the Contractual Obligations are performed in full or the Secured Liabilities are paid off in full. |
4. | Retention of Share Records |
During the Term of Pledge set forth in this Agreement, the Pledgors shall hand over the register of shareholders, containing the Right of Pledge, to the Pledgee within one week from the execution of this Agreement. The Pledgee shall retain such document throughout the entire Term of Pledge set forth in this Agreement.
3
5. | Representations and Warranties of the Pledgors |
5.1 | The Pledgors are a Chinese citizen/legal person with full capacity of disposition, and have lawful rights and capabilities to execute this Agreement and undertake the legal obligations in accordance with this Agreement. This Agreement, once duly executed by the Pledgors, constitutes lawful, valid, and binding obligations of the Pledgors. |
5.2 | The Pledgors are the only legal and beneficiary owners of the shares free from any dispute with respect to the ownership of the Pledged Shares. The Pledgors have the right to dispose of the Pledged Shares or any part thereof. |
5.3 | Except for the Right of Pledge, the Pledgors have not placed any other security interests or other encumbrances on the shares. |
5.4 | The consent, approval, waiver, or authorization of any third party, or the approval, permit, or exempt of any government authority, or the registration or filing formalities with any government authority (if required by law) for the execution and performance of this Agreement and the pledge of the shares under this Agreement have been obtained or completed (except for the pledge registration with the registration authority), and will be fully valid during the term of this Agreement. |
5.5 | The Pledgors hereby undertake to the Pledgee that, the representations and warranties above will all be true and accurate and be fully complied with under any circumstance and at any time before the Contractual Obligations are performed in full or the Secured Liabilities are discharged in full. |
6. | Undertakings and Further Consents of the Pledgors |
6.1 | During the term of this Agreement, the Pledgors hereby undertake to the Pledgee that, the Pledgors shall: |
6.1.1 | Except for performing the Exclusive Option Agreement, without the prior written consent of the Pledgee, not transfer the shares, or impose or allow the imposition of any security interests or other encumbrances that may affect the rights and interests of the Pledgee in the shares; |
6.1.2 | Immediately notify the Pledgee of any event or notice received by the Pledgors that may affect the Pledgee’s rights over the shares or any part thereof, and any event or notice received by the Pledgors that may affect any warranties and other obligations of the Pledgors arising from this Agreement. |
4
6.2 | The Pledgors acknowledge that, the rights obtained by the Pledgee under this Agreement over the Right of Pledge shall not be suspended or compromised via legal proceedings by the Pledgors, any successor or representative of the Pledgors, or any other person. |
6.3 | The Pledgors hereby undertake to the Pledgee that, they shall abide by and perform all the warranties, undertakings, agreements, representations, and conditions under this Agreement. In the event of failure in performing or partial performance by the Pledgors of their warranties, undertakings, agreements, representations, and conditions, the Pledgors shall compensate the Pledgee for all losses arising therefrom. |
6.4 | The Pledgors hereby waive the right of first refusal that they may be entitled to when the Pledgee exercises the Right of Pledge. |
7. | Event of Default |
7.1 | The following circumstances shall be deemed as Events of Default: |
7.1.1 | Party C fails to fully pay the consulting and service fees payable under the Exclusive Business Cooperation Agreement, or is in violation of any other obligations of Party C thereunder; |
7.1.2 | Party C or the Pledgors are in violation of other Project Agreements; |
7.1.3 | Any representations or warranties made by the Pledgors in Article 5 hereof contain serious misstatements or errors, and/or the Pledgors are in violation of any warranties in Article 5 hereof, or the Pledgors are in violation of the undertakings or further consents in Article 6 hereof; |
7.1.4 | The Pledgors and Party C fail to complete the registration with the registration authority for the pledge of shares in accordance with the provisions of Article 3.1; |
7.1.5 | The Pledgors or Party C is in violation of other provisions of this Agreement; |
7.1.6 | Except as expressly provided in Article 6.1.1, the Pledgors transfer or attempt to transfer or abandon the Pledged Shares, or assign the Pledged Shares without the written consent of the Pledgee; |
7.1.7 | The loans, warranties, compensation, undertakings, or other liabilities of the Pledgors per se to any third party (1) are required to be paid or performed in advance due to defaults of the Pledgors, or (2) become due but cannot be repaid or performed as scheduled; |
7.1.8 | Any approval, license, permit, or authorization of a government authority for this Agreement to be enforceable, legal, and valid is revoked, suspended, invalidated, or substantially changed; |
5
7.1.9 | The promulgation of applicable laws renders this Agreement illegal, or causes the Pledgors cannot continue to perform their obligations hereunder; |
7.1.10 | The properties owned by the Pledgors experience such adverse changes that the Pledgee considers that the capabilities of the Pledgors for performing their obligations hereunder have been affected; |
7.1.11 | The successor or trustee of Party C is capable of performing only a part of or rejects to perform the payment obligations under the Exclusive Business Cooperation Agreement or Exclusive Option Agreement; and |
7.1.12 | There are other circumstances resulting in that the Pledgee cannot or may not exercise its rights over the Right of Pledge. |
7.2 | Upon notice or discovery of the occurrence of any circumstances or event that may lead to the aforementioned circumstances described in Article 7.1, the Pledgors shall immediately notify the Pledgee in writing accordingly. |
7.3 | Unless the Event of Default listed in this Article 7.1 has been resolved to the satisfaction of the Pledgee, the Pledgee may send a Notice of Default to the Pledgors upon the occurrence of the Event of Default or at any time after the occurrence thereof, requiring the Pledgors to immediately pay all outstanding amounts that are due and payable under the Project Agreements and all other amounts due and payable to the Pledgee, and/or dispose of the Right of Pledge in accordance with the provisions of Article 8 hereof. |
8. | Exercising the Right of Pledge |
8.1 | Before the Secured Liabilities are repaid in full, without the written consent of the Pledgee, the Pledgors shall not transfer the Right of Pledge or their shareholding in Party C, or further pledge the shares to any third person. |
8.2 | The Pledgee may send a Notice of Default to the Pledgors when exercising the Right of Pledge. |
8.3 | Subject to the provisions of Article 7.3, the Pledgee may exercise the Right of Pledge at the same time of sending the Notice of Default in accordance with Article 7.2, or exercise the Right of Pledge at any time after the Notice of Default is sent. |
6
8.4 | The Pledgee has priority of claim to the transfer, auction, or sale prices of all or a part of shares pledged hereunder in accordance with statutory proceedings, until all the outstanding amounts due and payable under the Project Agreements and all other payments due and payable to the Pledgee are paid off in full. |
8.5 | When the Pledgee disposes of the Right of Pledge in accordance with this Agreement, the Pledgors and Party C shall provide necessary assistance so that the Pledgee may exercise the Right of Pledge as provided in this Agreement. |
9. | Transfer |
9.1 | Without the prior written consent of the Pledgee, the Pledgors shall not transfer or assign their rights and obligations hereunder. However, the Pledgee may transfer or assign its rights and obligations hereunder at any time without the consent of the Pledgors or Party C, but shall notify the Pledgors and Party C within a reasonable duration. |
9.2 | This Agreement shall be binding on the Pledgors and their successors and permitted assignees, and shall be valid with respect to the Pledgee and each of its successors and assignees. |
9.3 | The Pledgee may transfer any and all of its rights and obligations under the Project Agreements and/or this Agreement to its designated person (natural person/legal person) at any time; under such circumstances, the transferee shall enjoy and undertake the rights and obligations same as those of the Pledgee hereunder as if the transferee is an original party to this Agreement. When the Pledgee transfers the rights and obligations under the Project Agreements, at the request of the Pledgee, the Pledgors shall execute relevant agreements or other documents related to such transfer. |
9.4 | In the event of changes to the Pledgee due to transfer, at the request of the Pledgee, the Pledgors shall enter into a new Pledge Agreement with the new pledgee on the terms and conditions same as those in this Agreement, and execute amended relevant documents including the Business Cooperation Agreement, Exclusive Option Agreement, and Power of Attorney. |
9.5 | The Pledgors shall strictly abide by the provisions of this Agreement and other agreements jointly or severally executed by all Parties hereto or any Party hereto, including the Exclusive Business Cooperation Agreement, Exclusive Option Agreement, and the Power of Attorney granted to the Pledgee, perform the obligations under this Agreement and other agreements, and refrain from act/omission that may affect the validity and enforceability of this Agreement and other agreements. Except as expressly instructed in writing by the Pledgee, the Pledgors shall not exercise any of its residual rights over the shares pledged hereunder. |
7
10. | Termination and Release of Pledge |
After the Pledgors and Party C fully and completely perform all Contractual Obligations and discharge all Secured Liabilities, the Pledgee shall, at the request of the Pledgors, release the share pledge under this Agreement as soon as practical, and cooperate with the Pledgors in deregistering the share pledge recorded in the register of shareholders of Party C and the pledge deregistration with the Registration Authority.
11. | Handling Fees and Other Expenses |
All expenses and actual expenditures in connection with this Agreement, including but not limited to attorney’s fees, costs of production, stamp duties, and any other taxes and expenses, shall be borne by Party C. If the Pledgee is required to bear some relevant taxes and expenses under applicable laws, the Pledgors shall cause Party C to repay the Pledgee in full for the taxes and expenses paid accordingly.
12. | Confidentiality Obligations |
The Parties acknowledge that, any oral or written information exchanged among them with respect to this Agreement shall be confidential information. Each Party shall keep the confidentiality of all such information, and shall not disclose any of the relevant information to any third party prior to the written consent of other Parties, except for the following cases: (a) the public is or will be aware of such information (other than being disclosed to the public by the Party receiving such information); (b) the information is required to be disclosed under applicable laws or the rules or regulations of any securities exchange; or (c) any Party needs to disclose the information to its legal or financial advisors with respect to the transaction contemplated under this Agreement; provided, however, that such legal or financial advisors shall also comply with the confidentiality obligations similar to this Article. The disclosure of any confidential information made by the staff or institution engaged by any Party shall be deemed as the disclosure of such confidential information made by such Party, and such Party shall be held liable for violation of this Agreement. This article shall survive the termination of this Agreement for any reason.
13. | Applicable Laws and Dispute Resolution |
13.1 | The execution, validity, construction, and performance of this Agreement and the resolution of disputes under this Agreement shall be governed by the laws of China. |
13.2 | In the event of any dispute arising from the construction and performance of the provisions of this Agreement, the Parties shall first resolve such dispute in good faith. If the Parties fail to reach an agreement in resolving such dispute within 30 days after any Party’s request to the other Parties for resolving the dispute through negotiation, any Party may submit the relevant dispute to China International Economic and Trade Arbitration Commission for arbitration in accordance with its arbitration rules then in effect. The arbitration shall be conducted in Beijing, and the language to be used in the arbitration shall be Chinese. The arbitration award shall be final and be binding on all Parties. |
8
13.3 | In the event of any dispute arising from the interpretation and performance of this Agreement or during the arbitration of any dispute, except of the matters in dispute, the Parties hereto shall continue to exercise their respective other rights under this Agreement and perform their respective other obligations under this Agreement. |
14. | Notice |
14.1 | All notices and other communications required or permitted to be given in accordance with this Agreement shall be delivered personally or sent by registered mail, postage prepaid, by commercial courier service, or by facsimile transmission, to the contact address of a Party. With respect to each notice, one confirmation copy shall be sent via email. The date on which such notice is deemed as being effectively delivered shall be determined as follows: |
14.2 | Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed as effectively delivered on the date of receipt or refusal at the designated receiving address. |
14.3 | Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically generated confirmation of transmission). |
14.4 | Any Party may change its notice receiving address at any time by sending a notice to other Parties as provided in this article. |
15. | Severability |
If one or more provisions hereof are held to be invalid, illegal, or unenforceable in any aspect under any laws or regulations, the validity, legality, or enforceability of the remaining provisions hereof shall not be affected or compromised in any aspect. The Parties shall strive in good faith to replace such invalid, illegal, or unenforceable provisions with valid provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal, or unenforceable provisions.
16. | Appendix |
The appendix listed herein is an integral part of this Agreement.
9
17. | Validity |
17.1 | This Agreement shall become effective on the date when the Parties execute this Agreement. Any amendment, modification, and supplement to this Agreement shall be made in writing, and shall become effective after the Parties sign or affix their stamps to the same and complete the government registration procedure (if applicable). |
17.2 | This Agreement is written in Chinese and made in four (4) originals. Each original of this Agreement shall have the same force. |
17.3 | If the version of the Share Pledge Agreement submitted to the Bureau of Industry and Commerce is inconsistent with that of this Agreement, this Agreement shall prevail. |
- Signature pages below -
10
There is no text on this page, which is the signature page of the Share Pledge Agreement.
Party A:
Pintec (Beijing) Technology Co., Ltd. (Stamp)
/s/ Pintec (Beijing) Technology Co., Ltd.
Legal representative: /s/ Xin Sun
There is no text on this page, which is the signature page of the Share Pledge Agreement.
Party B: |
||
Wei Wei |
||
Signature: |
/s/ Wei Wei | |
Sun Xin |
||
Signature: |
/s/ Xin Sun |
There is no text on this page, which is the signature page of the Share Pledge Agreement.
Party C:
Pintec Jinke (Beijing) Technology Information Co., Ltd. (Stamp)
/s/ Pintec Jinke (Beijing) Technology Information Co., Ltd.
Legal representative: /s/ Shixin Wei
Appendix
Register of Shareholders of Pintec Jinke (Beijing) Technology Information Co., Ltd.
Investment |
Name of |
Address |
Contribution Amount (Ten thousands) |
Capital Contribution | ||||||
01 | Wei Wei | *** | 20,000 | Ratio of investments:50.00% The 50.00% equity interests have been fully pledged to | ||||||
02 | Sun Xin | *** | 20,000 | Ratio of investments: 50.00% The 50.00% equity interests have been fully pledged to | ||||||
Company:
Pintec Jinke (Beijing) Technology Information Co., Ltd. (Stamp)
Legal representative: |
This ‘20-F’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 4/30/21 | None on these Dates | ||
1/21/21 | ||||
For Period end: | 12/31/20 | |||
List all Filings |
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 |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/07/21 Otov Alfa Holdings Ltd. SC 13D 3:123K Pintec Technology Holdings Ltd. Donnelley … Solutions/FA 6/29/20 Pintec Technology Holdings Ltd. 20-F 12/31/19 157:22M Donnelley … Solutions/FA 7/30/19 Pintec Technology Holdings Ltd. 20-F 12/31/18 149:19M Toppan Merrill/FA 10/19/18 Pintec Technology Holdings Ltd. F-1/A 4:7M Toppan Merrill-FA 10/10/18 Pintec Technology Holdings Ltd. F-1/A 14:7.6M Toppan Merrill-FA 7/16/18 Pintec Technology Holdings Ltd. F-1 39:10M Toppan Merrill-FA |