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Pintec Technology Holdings Ltd – ‘20-F’ for 12/31/19 – ‘EX-4.51’

On:  Monday, 6/29/20, at 4:06pm ET   ·   For:  12/31/19   ·   Accession #:  1193125-20-182324   ·   File #:  1-38712

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

 6/29/20  Pintec Technology Holdings Ltd    20-F       12/31/19  157:22M                                    Donnelley … Solutions/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   2.05M 
 2: EX-2.4      Plan of Acquisition, Reorganization, Arrangement,   HTML    127K 
                Liquidation or Succession                                        
 5: EX-4.10     Instrument Defining the Rights of Security Holders  HTML     91K 
 6: EX-4.11     Instrument Defining the Rights of Security Holders  HTML     54K 
 7: EX-4.44     Instrument Defining the Rights of Security Holders  HTML     80K 
 8: EX-4.45     Instrument Defining the Rights of Security Holders  HTML     78K 
 9: EX-4.46     Instrument Defining the Rights of Security Holders  HTML     86K 
10: EX-4.47     Instrument Defining the Rights of Security Holders  HTML     87K 
11: EX-4.48     Instrument Defining the Rights of Security Holders  HTML     58K 
12: EX-4.49     Instrument Defining the Rights of Security Holders  HTML     60K 
13: EX-4.50     Instrument Defining the Rights of Security Holders  HTML    125K 
14: EX-4.51     Instrument Defining the Rights of Security Holders  HTML     73K 
15: EX-4.52     Instrument Defining the Rights of Security Holders  HTML    121K 
16: EX-4.53     Instrument Defining the Rights of Security Holders  HTML     51K 
 3: EX-4.8      Instrument Defining the Rights of Security Holders  HTML     72K 
 4: EX-4.9      Instrument Defining the Rights of Security Holders  HTML     89K 
17: EX-8.1      Opinion of Counsel re: Tax Matters                  HTML     42K 
20: EX-13.1     Annual or Quarterly Report to Security Holders      HTML     42K 
21: EX-13.2     Annual or Quarterly Report to Security Holders      HTML     42K 
18: EX-12.1     Statement re: Computation of Ratios                 HTML     46K 
19: EX-12.2     Statement re: Computation of Ratios                 HTML     46K 
22: EX-15.1     Letter re: Unaudited Interim Financial Info         HTML     42K 
23: EX-15.2     Letter re: Unaudited Interim Financial Info         HTML     41K 
24: EX-15.3     Letter re: Unaudited Interim Financial Info         HTML     41K 
25: EX-16.1     Letter re: Change in Certifying Accountant          HTML     41K 
32: R1          Cover Page                                          HTML    111K 
33: R2          Consolidated Balance Sheets                         HTML    188K 
34: R3          Consolidated Balance Sheets (Parenthetical)         HTML     85K 
35: R4          Consolidated Statements of Operations and           HTML    164K 
                Comprehensive (Loss)/Income                                      
36: R5          Consolidated Statements of Operations and           HTML     43K 
                Comprehensive (Loss)/Income (Parenthetical)                      
37: R6          Consolidated Statements of Changes in (Invested     HTML    153K 
                Deficit)/Shareholders' Equity                                    
38: R7          Consolidated Statements of Changes in (Invested     HTML     45K 
                Deficit)/Shareholders' Equity (Parenthetical)                    
39: R8          Consolidated Statements of Cash Flows               HTML    247K 
40: R9          Organization and principal activities               HTML    264K 
41: R10         Summary of significant accounting policies          HTML    227K 
42: R11         Concentration and risks                             HTML     51K 
43: R12         Acquisition                                         HTML     75K 
44: R13         Financing receivables, net                          HTML    117K 
45: R14         Accounts receivable, net                            HTML     77K 
46: R15         Prepayments and other current assets, net           HTML     74K 
47: R16         Property, equipment and software, net               HTML     66K 
48: R17         Prepayment for long-term investment                 HTML     46K 
49: R18         Long-term investments                               HTML     88K 
50: R19         Fair value measurement                              HTML     69K 
51: R20         Intangible assets, net                              HTML     79K 
52: R21         Funding debts                                       HTML     69K 
53: R22         Borrowing                                           HTML     82K 
54: R23         Financial guarantee liabilities and financial       HTML    109K 
                guarantee assets                                                 
55: R24         Debt instrument                                     HTML     57K 
56: R25         Accrued expenses and other liabilities              HTML     74K 
57: R26         Non-controlling interests                           HTML     47K 
58: R27         Taxation                                            HTML    186K 
59: R28         Share based compensation expenses                   HTML    233K 
60: R29         Pre-IPO preferred shares                            HTML     54K 
61: R30         Related party transactions                          HTML    166K 
62: R31         Defined contribution plan                           HTML     46K 
63: R32         Loss per share                                      HTML     78K 
64: R33         Commitments and contingencies                       HTML     59K 
65: R34         Restatement and reclassification                    HTML    649K 
66: R35         Subsequent events                                   HTML     51K 
67: R36         Parent company only condensed financial             HTML    309K 
                information                                                      
68: R37         Summary of significant accounting policies          HTML    309K 
                (Policies)                                                       
69: R38         Organization and principal activities (Tables)      HTML    213K 
70: R39         Summary of significant accounting policies          HTML     91K 
                (Tables)                                                         
71: R40         Acquisition (Tables)                                HTML     67K 
72: R41         Financing receivables, net (Tables)                 HTML    123K 
73: R42         Accounts receivable, net (Tables)                   HTML     79K 
74: R43         Prepayments and other current assets, net (Tables)  HTML     74K 
75: R44         Property, equipment and software, net (Tables)      HTML     65K 
76: R45         Long-term investments (Tables)                      HTML     79K 
77: R46         Fair value measurement (Tables)                     HTML     64K 
78: R47         Intangible assets, net (Tables)                     HTML     79K 
79: R48         Funding debts (Tables)                              HTML     66K 
80: R49         Borrowing (Table)                                   HTML     81K 
81: R50         Financial guarantee liabilities and financial       HTML    110K 
                guarantee assets (Tables)                                        
82: R51         Debt instrument (Tables)                            HTML     50K 
83: R52         Accrued expenses and other liabilities (Tables)     HTML     72K 
84: R53         Taxation (Tables)                                   HTML    173K 
85: R54         Share based compensation expenses (Tables)          HTML    221K 
86: R55         Related party transactions (Tables)                 HTML    170K 
87: R56         Loss per share (Tables)                             HTML     78K 
88: R57         Commitments and contingencies (Tables)              HTML     54K 
89: R58         Restatement and reclassification (Tables)           HTML    647K 
90: R59         Parent company only condensed financial             HTML    310K 
                information (Tables)                                             
91: R60         Organization and principal activities - Effect the  HTML     56K 
                transfer of the Pintec Business to the Group                     
                (Details)                                                        
92: R61         Organization and principal activities -             HTML    107K 
                Establishment of Pintec, its subsidiaries and VIEs               
                (Details)                                                        
93: R62         Organization and principal activities - Basis of    HTML     57K 
                Presentation for the Reorganization (Details)                    
94: R63         Organization and principal activities - Risks in    HTML     77K 
                relation to the VIE structure (Details)                          
95: R64         Organization and principal activities - Initial     HTML     44K 
                public offering ("IPO") and followed offering                    
                (Details)                                                        
96: R65         Summary of significant accounting policies -        HTML     54K 
                Convenience translation, Cash and cash equivalents               
                and Financing receivables, net (Details)                         
97: R66         Summary of significant accounting policies -        HTML     56K 
                Estimated useful lives of property, equipment and                
                software, net (Details)                                          
98: R67         Summary of significant accounting policies -        HTML     55K 
                Schedule Of Acquired Finite Lived Intangible                     
                Assets By Major Class (Detail)                                   
99: R68         Summary of significant accounting policies -        HTML    100K 
                Others (Details)                                                 
100: R69         Summary of significant accounting policies -        HTML     63K  
                Schedule Of Impact on Consolidated Statement of                  
                Operations And Comprehensive Income upon Adoption                
                of ASC 606 (Detail)                                              
101: R70         Summary of significant accounting policies -        HTML     61K  
                Schedule of impact on consolidated balance sheet                 
                upon adoption of ASC 606 (Detail)                                
102: R71         Concentration and risks (Details)                   HTML     58K  
103: R72         Acquisition (Detail)                                HTML     80K  
104: R73         Acquisition - Schedule of allocation of the         HTML     84K  
                purchase price (Detail)                                          
105: R74         Financing receivables, net (Details)                HTML     63K  
106: R75         Financing receivables, net - Balances of financing  HTML     50K  
                receivables by due date (Details)                                
107: R76         Financing receivables, net - Movement of the        HTML     54K  
                allowance for credit losses (Details)                            
108: R77         Financing receivables, net - Aging analysis of      HTML     57K  
                past due (Details)                                               
109: R78         Accounts receivable, net (Details)                  HTML     59K  
110: R79         Accounts receivable, net - Allowance for doubtful   HTML     50K  
                accounts (Details)                                               
111: R80         Prepayments and other current assets, net           HTML     70K  
                (Details)                                                        
112: R81         Property, equipment and software, net (Details)     HTML     64K  
113: R82         Prepayment For Long Term Investment - (Detail)      HTML     55K  
114: R83         Long-term investments (Details)                     HTML     61K  
115: R84         Long-term investments - Cost and Equity method      HTML     93K  
                investment (Details)                                             
116: R85         Fair value measurement - Assets and liabilities     HTML     49K  
                (Details)                                                        
117: R86         Intangible assets, net (Details)                    HTML     83K  
118: R87         Funding debts - Outstanding funding debts           HTML     58K  
                (Details)                                                        
119: R88         Funding debts - Terms of the funding debts          HTML     44K  
                borrowed and asset-backed securities (Details)                   
120: R89         Funding debts - Trusts were administered by         HTML     61K  
                third-party trust companies (Details)                            
121: R90         Borrowing - Summary of Borrowings (Detail)          HTML     75K  
122: R91         Borrowing - Summary of Borrowings (Parenthetical)   HTML     50K  
                (Detail)                                                         
123: R92         Financial guarantee liabilities and financial       HTML     51K  
                guarantee assets (Details)                                       
124: R93         Financial guarantee liabilities and financial       HTML     54K  
                guarantee assets - Schedule of guarantee assets                  
                movement activities (Details)                                    
125: R94         Financial guarantee liabilities and financial       HTML     48K  
                guarantee assets - Schedule of guarantee assets                  
                allowance for credit loss movement activities                    
                (Detail)                                                         
126: R95         Debt instrument - Fair Value Measurement Inputs     HTML     56K  
                and Valuation Techniques (Detail)                                
127: R96         Debt instrument (Details)                           HTML     78K  
128: R97         Accrued expenses and other liabilities (Details)    HTML     73K  
129: R98         Accrued expenses and other liabilities              HTML     45K  
                (Parenthetical) (Details)                                        
130: R99         Non-controlling interests (Detail)                  HTML     59K  
131: R100        Taxation (Details)                                  HTML     95K  
132: R101        Taxation - Current and deferred portion of income   HTML     52K  
                tax expense (Details)                                            
133: R102        Taxation - Reconciliation between the statutory     HTML     73K  
                EIT rate and the effective tax rates (Details)                   
134: R103        Taxation - Deferred tax assets and deferred tax     HTML     81K  
                liabilities (Details)                                            
135: R104        Taxation - Changes in valuation allowance           HTML     71K  
                (Details)                                                        
136: R105        Share based compensation expenses - Share options   HTML    216K  
                issued by Jimu Parent to employees of the Company                
                (Details)                                                        
137: R106        Share based compensation expenses - Restriction of  HTML    106K  
                ordinary shares held by senior management                        
                (Details)                                                        
138: R107        Share based compensation expenses - Share options   HTML    147K  
                issued by Pintec (Details)                                       
139: R108        Pre-IPO preferred shares - Ordinary Shares          HTML     98K  
                (Details)                                                        
140: R109        Related party transactions (Details)                HTML    163K  
141: R110        Related party transactions - Balances with the      HTML     70K  
                major related parties (Details)                                  
142: R111        Related party transactions - Summary Of Movement    HTML     48K  
                Of Allowance For Credit Losses On Amounts Due From               
                Related Parties (Details)                                        
143: R112        Defined contribution plan (Details)                 HTML     44K  
144: R113        Loss per share (Details)                            HTML     59K  
145: R114        Loss per share (Parenthetical) (Details)            HTML     45K  
146: R115        Commitments and contingencies - Operating lease     HTML     59K  
                commitment (Details)                                             
147: R116        Restatement and reclassification - Summary of       HTML    200K  
                effects of the reclassifications and restatement                 
                for the error on the Consolidated Balance Sheets                 
                (Detail)                                                         
148: R117        Restatement and reclassification - Summary of       HTML    137K  
                effects of the reclassifications and restatement                 
                for the error on the Consolidated Statements of                  
                Operations and Comprehensive Loss (Detail)                       
149: R118        Restatement and reclassification - Summary of       HTML    244K  
                effects of the reclassifications and restatement                 
                for the error on the Consolidated Statements of                  
                Cash Flows (Detail)                                              
150: R119        Restatement and reclassification (Detail)           HTML     51K  
151: R120        Subsequent events (Details)                         HTML     72K  
152: R121        Parent company only condensed financial             HTML    156K  
                information - Balance sheets (Details)                           
153: R122        Parent company only condensed financial             HTML     99K  
                information - Condensed statements of operations                 
                and comprehensive loss (Details)                                 
154: R123        Parent company only condensed financial             HTML    104K  
                information - Condensed statements of cash flows                 
                (Details)                                                        
156: XML         IDEA XML File -- Filing Summary                      XML    270K  
155: EXCEL       IDEA Workbook of Financial Reports                  XLSX    214K  
26: EX-101.INS  XBRL Instance -- pt-20191231                         XML   7.03M 
28: EX-101.CAL  XBRL Calculations -- pt-20191231_cal                 XML    333K 
29: EX-101.DEF  XBRL Definitions -- pt-20191231_def                  XML   1.84M 
30: EX-101.LAB  XBRL Labels -- pt-20191231_lab                       XML   2.40M 
31: EX-101.PRE  XBRL Presentations -- pt-20191231_pre                XML   2.17M 
27: EX-101.SCH  XBRL Schema -- pt-20191231                           XSD    413K 
157: ZIP         XBRL Zipped Folder -- 0001193125-20-182324-xbrl      Zip    460K  


‘EX-4.51’   —   Instrument Defining the Rights of Security Holders


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



  EX-4.51  

Exhibit 4.51

Share Transfer Agreement

on

Pintec (Beijing) Technology Co., Ltd.

between

Pintec (Ganzhou) Technology Co., Ltd.

and

Pintec (Yinchuan) Technology Co., Ltd.

(month)                (day), 2019

 

1


Share Transfer Agreement

This Share Transfer Agreement (this “Agreement”) was entered into on November 20, 2019 in Beijing by and between:

Transferor:

Pintec (Ganzhou) Technology Co., Ltd., a foreign-invested enterprise incorporated in Ganzhou in accordance with the laws of the people’s Republic of China (hereinafter referred to as “Pintec Ganzhou” or “Transferor”);

Transferee:

Pintec (Yinchuan) Technology Co., Ltd., a foreign-invested enterprise incorporated in Yinchuan in accordance with the laws of the people’s Republic of China (hereinafter referred to as “Pintec Yinchuan” or “Transferee”);

The Transferor and Transferee are collectively referred to as the “Parties.”

Whereas:

 

1.

Pintec (Beijing) Technology Co., Ltd. (hereinafter referred to as the “Company”) is a limited company incorporated in Beijing in accordance with the laws of the People’s Republic of China and has the registered capital of RMB 335.682 million Yuan, while Pintec Ganzhou holds 100% equity interests in the Company.

 

2.

Under the conditions and terms provided herein, Pintec Ganzhou agrees to transfer 60% equity interests (hereinafter referred to as the “Target Shares”) it holds in the Company to Pintec Yinchuan, and Pintec Yinchuan agrees to purchase the Target Shares from Pintec Ganzhou.

The Parties hereto reached the following agreement through friendly negotiation on the principles of equality and mutual benefits:

 

2


Article 1 Transfer of Shares

 

1.

Pintec Ganzhou intends to transfer 60% equity interests in the Company to Pintec Yinchuan at the share transfer price of RMB 8 million Yuan in total (hereinafter referred to as “Total Share Transfer Price”).

 

2.

After the share transfer is completed, the shareholding structure of the Company is as follows:

 

Name of Shareholder

   Contribution Amount
(RMB Ten thousands
Yuan)
     Contribution Ratio
(%)
 

Pintec (Ganzhou) Technology Co., Ltd.

     13,427.28        40  

Pintec (Yinchuan) Technology Co., Ltd.

     20,140.92        60  

Total

     33,568.20        100  

Article 2 Payment and Relevant Arrangement

 

1.

The Parties shall separately negotiate about the specific time and method of payment.

 

2.

The Transferor and the Transferee agree that, the obligations of the Transferee to pay the share transfer price in full hereunder are completely fulfilled once the Transferee makes payment for the share transfer price in accordance with the payment arrangement separately agreed upon between the Parties.

Article 3 Modification Registration and Filing with the Administration for Industry and Commerce

 

1.

The Transferor and Transferee shall complete the formalities for the registration of modification with the administration for industry and commerce for the share transfer within 20 working days from the execution of this Agreement, for which the Parties shall cooperate with each other in providing relevant information.

 

2.

As from the date when the registration of modification with the administration for industry and commerce is completed, Pintec Ganzhou and Pintec Yinchuan shall be entitled to and liable for the rights and obligations related to all the assets and liabilities of the Company in proportion to their shareholding ratios.

 

3


Article 4 Representations and Warranties of the Transferor

The Transferor makes the following representations and warranties to Pintec Yinchuan, and undertakes that the following representations and warranties are true, accurate, and complete as of the execution date of this Agreement:

 

1.

The Company is a limited company duly established and validly existing under the laws of its place of registration; the Transferor is a lawful holder of the Target Shares.

 

2.

The Transferor, on a voluntary basis, has the full rights and authorities to enter into and perform this Agreement and complete the transaction contemplated hereunder. The Transferor shall obtain the lawful and valid authorization for all necessary acts taken for this Agreement and all the transactions contemplated hereunder. This Agreement constitutes lawful, valid, and binding obligations of the Transferor.

 

3.

The execution and performance of this Agreement is not in contradiction or conflict with the prevailing Articles of Association of the Company, the laws, regulations, and administrative orders of government authorities applicable to the Transferor, or other agreements or legal documents to which the Transferor is a party.

 

4.

Prior to the date when the registration of modification with the administration for industry and commerce is completed for the share transfer, Pintec Ganzhou, as a shareholder holding 100% equity interests in the Company, shall be fully liable for the operating risks and debts, etc. of the Company; unless otherwise provided herein, after the registration of modification with the administration for industry and commerce is completed, Pintec Ganzhou shall bear the liabilities and enjoy the rights as a shareholder in proportion to its shareholding ratio in accordance with the provisions of the Company Law.

 

5.

Pintec Yinchuan shall be exempted from any obligations, liabilities, or losses for the Company’s acts in violation of laws or agreements (including but not limited to acts in violation of regulatory regulations and relevant provisions on the administration for industry and commerce, tax, labor, etc.) and the Company’s debts and liabilities existing prior to the date of the registration of modification with the administration for industry and commerce for the share transfer (such acts in violation of laws or agreements and such debts and liabilities are collectively referred to as “Liabilities Prior to AIC Modification Registration”). Pintec Ganzhou undertakes that, if the Company is held liable for any obligations, liabilities, or losses on the ground of the foregoing liabilities, Pintec Ganzhou shall address such liabilities and compensate the Company for its losses.

 

4


Article 5 Representations and Warranties of Pintec Yinchuan

Pintec Yinchuan makes the following representations and warranties to Pintec Ganzhou, and undertakes that the following representations and warranties are true, accurate, and complete as of the execution date of this Agreement and from the execution date of this Agreement to the date of payment:

 

1.

Pintec Yinchuan is a foreign-invested enterprise duly established and validly existing under the laws of its place of domicile;

 

2.

Pintec Yinchuan, on a voluntary basis, has the full rights and authorities to enter into and perform this Agreement and complete the transaction contemplated hereunder. Pintec Yinchuan has been lawfully and validly authorized to enter into this Agreement. This Agreement constitutes lawful, valid, and binding obligations of Pintec Yinchuan.

 

3.

Pintec Yinchuan shall provide necessary documents and take necessary measures to assist the Company in obtaining all the government approvals, consents, permits, registration, and filing required under this Agreement or required for fully performing this Agreement.

Article 6 Taxes and Charges

The Parties to the transaction shall bear their respective taxes and charges (such as income taxes and stamp duties) related to the share transfer in accordance with law.

Article 7 Rescission and Termination

 

1.

This Agreement may be rescinded upon the occurrence of any of the following:

 

  (1)

The Parties hereto both agree, in writing, to rescind this Agreement.

 

  (2)

A statutory force majeure event occurs, preventing the Parties from performing this Agreement or achieving the objective of this Agreement.

 

5


  (3)

The Transferor materially violates any representation or warranty made in Article 4 hereof, or the representations and warranties are untrue, in which case Pintec Yinchuan may unilaterally terminate this Agreement by sending a written notice.

 

  (4)

Pintec Yinchuan materially violates any representation or warranty made in Article 5 hereof, or the representations and warranties are untrue, in which case Pintec Ganzhou may unilaterally terminate this Agreement by sending a written notice.

 

2.

Effects of rescission and termination:

 

  (1)

The rights and obligations hereunder are terminated once this Agreement is rescinded or terminated in accordance with any of the foregoing provisions.

 

  (2)

After this Agreement is rescinded or terminated, the Parties hereto shall, on the principles of fairness, reasonableness, and good faith, refund the amounts obtained from the other Party under this Agreement, return the shares received under this Agreement, and restore the state prior to the execution of this Agreement.

 

  (3)

If, by reason of the Transferor, the Company fails to complete the registration of modification with the administration for industry and commerce within 20 working days for the share transfer, or the objective of this Agreement cannot be achieved, or Pintec Ganzhou violates the provisions of Article 2 hereof, Pintec Yinchuan may unilaterally terminate this Agreement. Meanwhile, Pintec Ganzhou shall be liable for the direct economic losses (if any) caused to Pintec Yinchuan.

 

  (4)

If, by reason of the Transferee, the Company fails to complete the registration of modification with the administration for industry and commerce within 20 working days for the share transfer, or the objective of this Agreement cannot be achieved, or Pintec Yinchuan violates the provisions of Article 2 hereof, Pintec Ganzhou may unilaterally terminate this Agreement. Meanwhile, Pintec Yinchuan shall be liable for the direct economic losses (if any) caused to Pintec Ganzhou.

 

  (5)

After this Agreement is rescinded or terminated, unless otherwise provided herein, all the rights and obligations of the Parties hereunder shall be immediately terminated, and neither Party has any other claim against the other Party under this Agreement or on the ground of the rescission of this Agreement except for the liabilities to be borne in accordance with the provisions of Items (3) and (4) of Paragraph 2 of Article 7 hereof.

 

6


Article 8 Confidentiality

 

1.

Unless otherwise provided herein, the Parties hereto shall make their best efforts to keep the confidentiality of any technical or business information (“Confidential Information”) in any form of the other Party obtained by performing this Agreement, such information including but not limited to any content hereof and other possible cooperation and transactions between the Parties. Any Party shall restrict such information only to its employees, agents, contractors, suppliers, etc. that are required to know such information for properly performing the obligations hereunder.

 

2.

The party obtaining Confidential Information shall not engage in transactions of assets, stocks, or valuable securities related to the other party or the affiliate of the other party by using the non-public information it obtained about the other party or the affiliate of the other party.

 

3.

The limit above is not applicable to:

 

  (1)

Information generally available to the public at the time of disclosure;

 

  (2)

Information that becomes generally available to the public after the disclosure not due to the faults of the receiving party;

 

  (3)

Information proven to be in possession of the receiving party prior to the disclosure instead of being obtained, directly or indirectly, from the other party; or

 

  (4)

Confidential Information that any Party is obliged to disclose to relevant government authority or stock exchange under the requirements of government laws and regulations or stock exchange rules, or that is disclosed by any Party to its direct legal advisers and financial advisers as required by normal business operation.

 

4.

Any Party hereto shall instruct its directors, senior officers, and other employees, and the directors, senior officers, and other employees of its affiliate to abide by the confidentiality obligations.

 

7


Article 9 Liabilities for Breach of Agreement and Indemnity

Any Party in breach of this Agreement shall be liable for compensating the other Party for all its actual and direct losses caused by such breach. The breaching party shall indemnify, hold harmless, and pay relevant amounts for the non-breaching party and their respective right and obligation successors, affiliates, and representatives (collectively, “Indemnified Party”) under the following circumstances: (a) the breaching party breaches any representation or warranty it made in this Agreement, or its representations and warranties are untrue; and (b) the breaching party breaches or fails to fully perform the promises, agreements, warranties, or obligations hereunder except for those exempted by the other Party in writing. The breaching party shall compensate the Indemnified Party for its direct losses (including investigation and defense expenses, and reasonable attorney’s fees) caused by the foregoing circumstances.

Article 10 Applicable Law and Dispute Resolution

 

1.

Applicable law: This Agreement is governed by the laws of China.

 

2.

Dispute resolution: Any dispute arising from or in connection with this Agreement shall be solved by the Parties through friendly negotiation. If the negotiation fails, either Party may submit the dispute to the People’s Court of Chaoyang District, Beijing for resolution via litigation.

Article 11 Mailing Addresses and Mode of Service

Pintec (Ganzhou) Technology Co., Ltd.:

Mailing address: Pintec Group, 9/F, Heng’an Plaza, No. 17 North Dongsanhuan Road, Chaoyang District, Beijing

Attention:

Pintec (Yinchuan) Technology Co., Ltd.:

Mailing address: Pintec Group, 9/F, Heng’an Plaza, No. 17 North Dongsanhuan Road, Chaoyang District, Beijing

Attention:

The mailing addresses above are the addresses for each Party to receive the documents from the other Party, and any Party shall immediately notify the other Party of its new mailing address in the event of changes to its mailing address. If a document mailed by a party to the other party according to the address above cannot be served by reason of any change in the address of the other party, the mailing party may deem the document as served and received by the other party from the 3 days after the mailing date.

 

8


Article 12 Miscellaneous

 

1.

Any modification to this Agreement shall be made as a written agreement signed by the duly authorized representatives of the Parties, and shall be an integral part of this Agreement.

 

2.

Headings: The headings contained herein are for reference only without affecting the meanings or interpretation of this Agreement by any means.

 

3.

If any one or more provisions hereof, or any one or more legal documents related to the share transfer are held invalid, illegal, or unenforceable under any relevant laws:

 

  (1)

The validity, legality, and enforceability of other provisions hereof shall not be affected or damaged but shall be fully valid, and except for the agreements that are held as invalid, illegal, or unenforceable, the validity, legality, and enforceability of other agreements related to the share transfer shall not be affected or damaged but shall be fully valid;

 

  (2)

The Parties shall immediately replace such invalid, illegal, or unenforceable provisions or agreements with valid, legal, and enforceable provisions or agreements with the intention closest to that of the invalid, illegal, or unenforceable provisions or agreements.

 

4.

This Agreement is made in four originals, each Party holding two originals.

 

5.

This Agreement shall become effective after being signed by the legal representatives or duly authorized representatives of the Parties and being affixed with their official stamps.

(No text below; signature page follows)

 

9


[This page contains no text, but is the signature page to the Share Transfer Agreement]

Transferor:

Pintec (Ganzhou) Technology Co., Ltd. (Official stamp)

/s/ Pintec (Ganzhou) Technology Co., Ltd.

 

Legal representative: /s/ WEI Wei                                

Transferee:

Pintec (Yinchuan) Technology Co., Ltd. (Official stamp)

/s/ Pintec (Yinchuan) Technology Co., Ltd.

 

Legal representative: /s/ CUI Xiaofeng                            

 

10


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘20-F’ Filing    Date    Other Filings
Filed on:6/29/206-K
For Period end:12/31/196-K,  NT 20-F
11/20/19
 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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