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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/23/20 Huami Corp 20-F 12/31/19 149:16M Toppan Merrill/FA |
Document/Exhibit Description Pages Size
1: 20-F Annual Report by a Foreign Non-Canadian Issuer HTML 2.29M
2: EX-2.5 Plan of Acquisition, Reorganization, Arrangement, HTML 154K
Liquidation or Succession
8: EX-4.10 Instrument Defining the Rights of Security Holders HTML 98K
9: EX-4.11 Instrument Defining the Rights of Security Holders HTML 138K
10: EX-4.12 Instrument Defining the Rights of Security Holders HTML 151K
3: EX-4.5 Instrument Defining the Rights of Security Holders HTML 96K
4: EX-4.6 Instrument Defining the Rights of Security Holders HTML 105K
5: EX-4.7 Instrument Defining the Rights of Security Holders HTML 123K
6: EX-4.8 Instrument Defining the Rights of Security Holders HTML 130K
7: EX-4.9 Instrument Defining the Rights of Security Holders HTML 98K
11: EX-8.1 Opinion of Counsel re: Tax Matters HTML 49K
14: EX-13.1 Annual or Quarterly Report to Security Holders HTML 40K
15: EX-13.2 Annual or Quarterly Report to Security Holders HTML 40K
12: EX-12.1 Statement re: Computation of Ratios HTML 45K
13: EX-12.2 Statement re: Computation of Ratios HTML 45K
16: EX-15.1 Letter re: Unaudited Interim Financial Info HTML 38K
17: EX-15.2 Letter re: Unaudited Interim Financial Info HTML 40K
101: R1 Document and Entity Information HTML 85K
50: R2 Consolidated Balance Sheets HTML 159K
74: R3 Consolidated Balance Sheets (Parenthetical) HTML 65K
138: R4 Consolidated Statements of Operations HTML 137K
103: R5 Consolidated Statements of Operations HTML 45K
(Parenthetical)
51: R6 Consolidated Statements of Comprehensive Income HTML 66K
75: R7 Consolidated Statements of Comprehensive Income HTML 41K
(Parenthetical)
145: R8 Consolidated Statements of Changes in (Deficit) HTML 141K
Equity
99: R9 Consolidated Statements of Changes in (Deficit) HTML 41K
Equity (Parenthetical)
93: R10 Consolidated Statements of Cash Flows HTML 219K
135: R11 Consolidated Statements of Cash Flows HTML 40K
(Parenthetical)
59: R12 Organization and Principal Activities HTML 200K
40: R13 Significant Accounting Policies HTML 185K
92: R14 Inventories, Net HTML 56K
134: R15 Short-Term Investments HTML 64K
58: R16 Prepaid Expenses and Other Current Assets HTML 60K
39: R17 Property, Plant and Equipment, Net HTML 62K
91: R18 Intangible Assets, Net HTML 61K
136: R19 Long-Term Investments HTML 89K
87: R20 Fair-Value Measurement HTML 123K
38: R21 Accrued Expenses and Other Current Liabilities HTML 81K
119: R22 Bank Borrowing HTML 40K
131: R23 Revenue and Deferred Revenues HTML 73K
86: R24 Income Taxes HTML 122K
37: R25 Ordinary Shares HTML 43K
118: R26 Share-Based Payment HTML 198K
130: R27 Mainland China Contribution Plan HTML 43K
88: R28 Noncontrolling Interests HTML 51K
36: R29 Segment Information HTML 111K
42: R30 Statutory Reserves and Restricted Net Assets HTML 43K
61: R31 Related Party Balances and Transactions HTML 138K
132: R32 Net Income Per Share HTML 138K
89: R33 Leases HTML 93K
43: R34 Subsequent Event HTML 42K
62: R35 Financial Statement Schedule I Condensed Financial HTML 320K
Information of Parent Company
133: R36 Basis for Preparation HTML 40K
90: R37 Convenience Translation HTML 41K
44: R38 INVESTMENTS IN SUBSIDIARIES AND VIEs HTML 42K
60: R39 Significant Accounting Policies (Policies) HTML 285K
24: R40 Organization and Principal Activities (Tables) HTML 174K
77: R41 Significant Accounting Policies (Tables) HTML 107K
128: R42 Inventories, Net (Tables) HTML 56K
116: R43 Short-Term Investments (Tables) HTML 64K
25: R44 Prepaid Expenses and Other Current Assets (Tables) HTML 61K
78: R45 Property, Plant and Equipment, Net (Tables) HTML 61K
129: R46 Intangible Assets, Net (Tables) HTML 59K
117: R47 Long-Term Investments (Tables) HTML 88K
26: R48 Fair-Value Measurement (Tables) HTML 120K
76: R49 Accrued Expenses and Other Current Liabilities HTML 82K
(Tables)
65: R50 Revenue and Deferred Revenues (Tables) HTML 69K
48: R51 Income Taxes (Tables) HTML 112K
107: R52 Share-Based Payment (Tables) HTML 194K
149: R53 Noncontrolling Interests (Tables) HTML 49K
63: R54 Segment Information (Tables) HTML 110K
46: R55 Related Party Balances and Transactions (Tables) HTML 137K
106: R56 Net Income Per Share (Tables) HTML 139K
148: R57 Leases (Tables) HTML 99K
66: R58 Organization and Principal Activities (Details) HTML 62K
45: R59 Organization and Principal Activities - HTML 95K
Subsidiaries and VIEs (Details)
113: R60 ORGANIZATION AND PRINCIPAL ACTIVITIES - Risks in HTML 84K
relation to VIE structure (Details)
123: R61 Significant Accounting Policies (Details) HTML 146K
84: R62 Significant Accounting Policies - Estimated Useful HTML 47K
Lives (Details)
31: R63 SIGNIFICANT ACCOUNTING POLICIES - Account HTML 56K
Receivable Concentration of Credit Risk (Details)
111: R64 SIGNIFICANT ACCOUNTING POLICIES - Related Parties HTML 52K
Concentration of Credit Risk (Details)
121: R65 SIGNIFICANT ACCOUNTING POLICIES - Revenue HTML 51K
Generated from Related Parties (Details)
82: R66 SIGNIFICANT ACCOUNTING POLICIES - Supplier HTML 49K
Concentration (Details)
29: R67 Inventories, Net (Details) HTML 50K
108: R68 Inventories, Net - Write downs (Details) HTML 43K
126: R69 Short-Term Investments (Details) HTML 52K
142: R70 Short-Term Investments - Additional information HTML 76K
(Details)
96: R71 Prepaid Expenses and Other Current Assets HTML 60K
(Details)
53: R72 Property, Plant and Equipment, Net (Details) HTML 58K
68: R73 Property, Plant and Equipment, Net - Additional HTML 45K
Information (Details)
144: R74 Intangible Assets, Net (Details) HTML 50K
98: R75 Intangible Assets, Net - Additional Information HTML 63K
(Details)
55: R76 Long-Term Investments (Details) HTML 69K
70: R77 Long-Term Investments - Additional information HTML 74K
(Details)
139: R78 Fair-Value Measurement (Details) HTML 61K
104: R79 Fair-Value Measurement - Additional Information HTML 50K
(Details)
140: R80 Accrued Expenses and Other Current Liabilities HTML 67K
(Details)
94: R81 Accrued Expenses and Other Current Liabilities - HTML 47K
Product warranty (Details)
52: R82 ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES - HTML 43K
Warranty costs (Details)
67: R83 Bank Borrowing (Details) HTML 46K
146: R84 REVENUE AND DEFERRED REVENUES - Disaggregation of HTML 46K
revenue (Details)
100: R85 REVENUE AND DEFERRED REVENUES - Contract balances HTML 51K
(Details)
57: R86 REVENUE AND DEFERRED REVENUES - Additional HTML 54K
Information (Details)
72: R87 Income Taxes (Details) HTML 101K
137: R88 Income Taxes - Current and deferred (Details) HTML 49K
102: R89 INCOME TAXES - Deferred tax assets (Details) HTML 51K
115: R90 INCOME TAXES - Tax Expense Reconciliation HTML 65K
(Details)
125: R91 Ordinary Shares (Details) HTML 75K
85: R92 SHARE-BASED PAYMENT - Founders (Details) HTML 61K
32: R93 SHARE-BASED PAYMENT - 2015 Plan (Details) HTML 66K
110: R94 SHARE-BASED PAYMENT - 2018 Plan (Details) HTML 55K
120: R95 SHARE-BASED PAYMENT - Share Options Fair Value HTML 69K
Assumption (Details)
80: R96 SHARE-BASED PAYMENT - Share Options Activity HTML 90K
(Details)
27: R97 SHARE-BASED PAYMENT - Share Options Other HTML 57K
Disclosures (Details)
109: R98 SHARE-BASED PAYMENT - Restricted Share (Details) HTML 91K
127: R99 SHARE-BASED PAYMENT - Restricted Stock Units HTML 88K
(Details)
56: R100 SHARE-BASED PAYMENT - Share-based Compensation HTML 51K
Recognized (Details)
71: R101 Mainland China Contribution Plan (Details) HTML 41K
143: R102 Noncontrolling Interests - (Details) HTML 46K
97: R103 Segment Information (Details) HTML 41K
54: R104 Segment Information - Schedule of Revenues, Cost HTML 53K
of Revenues and Gross Profits by Segment (Details)
69: R105 Statutory Reserves and Restricted Net Assets HTML 57K
(Details)
141: R106 RELATED PARTY BALANCES AND TRANSACTIONS - Balances HTML 66K
(Details)
95: R107 RELATED PARTY BALANCES AND TRANSACTIONS - HTML 51K
Transactions - Related party (Details)
49: R108 RELATED PARTY BALANCES AND TRANSACTIONS - HTML 45K
Transactions - Others (Details)
73: R109 RELATED PARTY BALANCES AND TRANSACTIONS - HTML 67K
Additional information (Details)
81: R110 Net Income Per Share (Details) HTML 95K
28: R111 Net Income Per Share - Anti-dilutive Securities HTML 55K
Excluded from Calculation of Diluted Net
(Loss)/Income Per Ordinary Shares (Details)
112: R112 LEASES - Lease Costs Included in Statements of HTML 58K
Operations (Details)
122: R113 LEASES - Cash Flow from operating leases (Details) HTML 48K
83: R114 LEASES - Maturity Analysis (Details) HTML 55K
30: R115 LEASES - Future minimum payments (Details) HTML 48K
114: R116 Subsequent Event - (Details) HTML 47K
124: R117 Financial Statement Schedule I Condensed Financial HTML 115K
Information of Parent Company - Balance Sheets
(Details)
79: R118 Financial Statement Schedule I Condensed Financial HTML 57K
Information of Parent Company - Balance Sheets
(Details)
34: R119 Financial Statement Schedule I Condensed Financial HTML 75K
Information of Parent Company - Statements of
Operations (Details)
105: R120 Financial Statement Schedule I Condensed Financial HTML 57K
Information of Parent Company - Statements of
Comprehensive Income (Details)
147: R121 Financial Statement Schedule I Condensed Financial HTML 42K
Information of Parent Company - Statements of
Comprehensive Income (Details)
64: R122 Financial Statement Schedule I Condensed Financial HTML 115K
Information of Parent Company - Statements of Cash
Flow (Details)
47: R123 FINANCIAL STATEMENT SCHEDULE I CONDENSED FINANCIAL HTML 40K
INFORMATION OF PARENT COMPANY - CONVENIENCE
TRANSLATION - Additional Information (Details)
35: XML IDEA XML File -- Filing Summary XML 265K
41: EXCEL IDEA Workbook of Financial Reports XLSX 163K
18: EX-101.INS XBRL Instance -- hmi-20191231 XML 4.27M
20: EX-101.CAL XBRL Calculations -- hmi-20191231_cal XML 323K
21: EX-101.DEF XBRL Definitions -- hmi-20191231_def XML 1.20M
22: EX-101.LAB XBRL Labels -- hmi-20191231_lab XML 2.10M
23: EX-101.PRE XBRL Presentations -- hmi-20191231_pre XML 1.81M
19: EX-101.SCH XBRL Schema -- hmi-20191231 XSD 297K
33: ZIP XBRL Zipped Folder -- 0001104659-20-050322-xbrl Zip 301K
SECOND AMENDED AND RESTATED
EXCLUSIVE CONSULTATION AND SERVICE AGREEMENT
This SECOND AMENDED AND RESTATED EXCLUSIVE CONSULTATION AND SERVICE AGREEMENT is entered into on March 20, 2020 at Beijing, People’s Republic of China (the “PRC”), by and between:
(1) SHUNYUAN KAIHUA (BEIJING) TECHNOLOGY CO., LTD., a wholly foreign-owned enterprise incorporated under the laws of the PRC with its registered address at Unit 206-2, Level 2, Block 23, No. 8 Dong Bei Wang West Road, Haidian District, Beijing and Huang Wang as its legal representative (“Party A”); and
(2) ANHUI HUAMI INFORMATION TECHNOLOGY CO., LTD., a limited liability company incorporated under the laws of the PRC with its registered address at Room 1201, Block A4, National Cartoon and Animation Industry Base, No. 800 Wang Jiang West Road, Hi-Tech Industry Development Zone, Hefei and Huang Wang as its legal representative (“Party B”).
(in this Agreement, each of Party A and Party B individually referred to as a “Party”, collectively the “Parties”).
WHEREAS:
1. The Parties entered into an Amended and Restated Exclusive Consultation and Service Agreement on November 3, 2017 (hereinafter referred to as the “Original Exclusive Consultation and Service Agreement”). Both Parties now agree to enter into this agreement to revise and restate the Original Exclusive Consulting and Service Agreement.
2. The principal business of Party A includes development and transfer of technology, technical service and consultation; sale of self-developed products; data processing; commission agency (excluding auction); sale of computer software and hardware as well as accessory equipment, communication equipment and accessories, electronic products and accessories, clothing, shoes, hats, sports goods, boxes, bags, stationery; import and export of technology and goods (excluding commodities traded, managed and operated by state; (trading of) items which are subject to quota licensing and management shall make relevant application in accordance with the applicable national regulations).
3. The principal business of Party B include development, manufacture and sale of electronic products; development and sale of communication equipment; development and sale of medical equipment; development and sale of electronic components; development and sale of embedded computer system (hardware and software); network engineering and communications engineering; information technology consultation and technical service; sale of pre-packaged foods (excluding refrigerated and frozen foods) and health foods; development and sale of footwear, clothing, sports accessories, sporting goods, sports equipment, sports products and related accessories; information services in the second category of value-added telecommunications business (only Internet information services); online data processing and transaction processing services (operating with license) in the second type of value-added telecommunications business; engaged in Internet cultural activities, performances (festivals), and performances (excluding special licensing projects); import and export of goods or technologies (excluding imports and exports of goods and technologies that are prohibited by the state or involve administrative approval).
4. Party B wishes to engage Party A to provide development of software technology, technical consultation and technical services which are related to the Business (as defined below) of Party B, in order to promote the development of its business; and Party A agrees to accept such engagement.
THEREFORE, upon consultations, the Parties hereby agree as follows:
ARTICLE 1 DEFINITION
1.1 Except as otherwise required by the terms or context hereof, the following terms in this Agreement shall have the following meanings:
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“PRC Laws” |
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means the laws, administrative regulations, administrative rules, local regulations, judicial interpretations and other binding normative documents of the People ‘s Republic of China in force at that time. |
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“Party B’s Business” |
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means any and all businesses engaged in and developed by Party B currently and at any time during the effective term of this Agreement. |
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“Services” |
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means the services to be provided by Party A to Party B, which are related to Party B’s Business, including but not limited to: |
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(1) grant of a license to Party B for the use of relevant software necessary for Party B’s Business; |
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(2) provision of comprehensive IT solutions necessary for Party B’s Business; |
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(3) day-to-day management, maintenance and update of hardware equipment and database; |
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(4) development, maintenance and update of relevant application software; |
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(5) provision of training for Party B’s professional and technical personnel; |
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(6) provision of assistance to Party B in collecting technical and commercial information and conducting market research; |
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(7) referral of clients to Party B for establishing commercial and cooperative relationship; |
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(8) provision of suggestions and advice to Party B in relation to the formation and improvement of corporate structure, management system and department set up, and provision of assistance to Party B in improving its internal management system; and |
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(9) any other technical and consulting services as may be requested by Party B from time to time, to the extent permitted by the PRC Laws. |
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“Service Team” |
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means the team of personnel established by Party A for the purpose of provision of Services to Party B pursuant to this Agreement, including the employees of Party A, independent professional advisors and other contractors retained by Party A. |
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“Service Fees” |
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means all fees payable by Party B to Party A pursuant to Article 3 of this Agreement in respect of the Services provided by Party A. |
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“Operating Revenue” |
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means in any single fiscal year during the effective term of this Agreement, the total revenue generated by Party B in its daily operation of business of that year as recorded under the “Revenue of Principal Business” in the audited balance sheet prepared in accordance with the PRC accounting standards. |
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“Annual Business Plan” |
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means the development plan and budget report for Party B’s Business in the next calendar year which is prepared by Party B with the assistance of Party A pursuant to this Agreement before November 30 of each year. |
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“Equipment” |
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shall mean any and all equipment owned by Party A or purchased by Party A from time to time, which are to be used for the purpose of providing the Services. |
1.2 Any reference to any PRC Laws herein shall be deemed to include: (1) the reference to any revision, amendment, supplement and reenactment of such Laws, irrespective of whether such revision, amendment, supplement and reenactment comes into force before or after the date of execution of this Agreement; and (2) the reference to other decisions, notices or regulations enacted in accordance, or effective as a result of, such Laws.
1.3 Unless otherwise specified in the context herein, any reference to an article, section, item or paragraph shall mean the corresponding article, section, item or paragraph in this Agreement.
ARTICLE 2 SERVICES OF PARTY A
2.1 In order to better operate its business, Party B wishes to engage Party A to provide the Services to it, and Party A agrees to provide such Services to Party B. As such, Party B engages Party A as its exclusive consultation and services provider to provide Party B with the Services defined herein, and Party A agrees to accept such engagement.
2.2 Party A shall provide the Services to Party B in accordance with the terms of this Agreement, and Party B shall use its best efforts to facilitate Party A’s provision of the Services.
2.3 Party A shall be equipped with the Equipment and Service Team reasonably necessary for its provision of Services and purchase, acquire new Equipment and deploy new personnel according to the Annual Business Plan and reasonable requirements of Party B so as to achieve the purpose of Party A to provide Party B with high-quality services in accordance with this Agreement. However, from time to time, Party A may replace any member of the Service Team or change the work duties and responsibilities of any member of the Service Team at its sole discretion, provided that such replacement or change of work duties and responsibilities shall not materially adversely affect the day-to-day business operations of Party B.
2.4 Notwithstanding anything to the contrary in this Agreement, Party A is entitled to appoint any third party to provide any or all Services hereunder or to perform any of its obligations hereunder on its behalf. Party B hereby agrees that Party A is entitled to assign its rights and obligations under this Agreement to any third party.
ARTICLE 3 SERVICE FEES
3.1 With respect to the Services to be provided by Party A pursuant to this Agreement, Party B shall pay to Party A the Service Fees in the following manner:
3.1.1 an amount equivalent to one hundred percent (100%) of the net income of Party B of that year; and
3.1.2 fees for any specific technical services provided by Party A as may be requested by Party B from time to time, which shall be otherwise agreed by the Parties separately.
3.2 Party B shall within three months from the end of each calendar year pay the Service Fees determined pursuant to Article 3.1 of this Agreement into a bank account designated by Party A on a lump-sum basis. In case that Party A changes its bank account, it shall notify Party B in writing of such change at least seven (7) working days before such change.
3.3 The Parties agree that, in principle, the payment of the abovementioned Service Fees shall not cause any difficulty to the operation of either Party of that year. For the aforesaid purposes, Party A may agree to the deferred payment of Service Fees by Party B.
3.4 During the effective term of this Agreement, Party A may at its sole discretion, adjust the specific amount of Service Fees payable by Party B to Party A specified in Article 3.1.1 above in writing without Party B’s consent.
3.5 The amount of Service Fees payable by Party B to Party A pursuant to Article 3.1.2 shall be determined by both Parties in writing separately based on the nature and quantity of services provided.
ARTICLE 4 OBLIGATIONS OF PARTY B
4.1 The Services provided by Party A under this Agreement shall be exclusive. During the effective term of this Agreement, without prior written consent of Party A, Party B may not enter into any agreement, orally or written, with any third party or otherwise engage such third party to provide services the same as or similar to those provided by Party A hereunder.
4.2 Party B shall provide Party A with the finalized Annual Business Plan of Party B of the next year before November 30 of each year, in order to facilitate Party A to plan for the Services, purchase necessary software and Equipment and secure necessary personnel and technical service force accordingly. In the event that Party B demands Party A to purchase any new Equipment and/or deploy additional personnel, it shall consult with Party A at least fifteen (15) days in advance in order to reach a mutual agreement between the Parties.
4.3 In order to facilitate provision of the Services by Party A, Party B shall provide Party A with relevant materials requested by Party A in an accurate and timely manner.
4.4 Party B shall pay Service Fees to Party A on time and in full amount in accordance with Article 3 of this Agreement.
4.5 Party B shall maintain its good standing and presence, actively develop its business and procure the maximization of the revenue.
4.6 The Parties hereby acknowledge that, pursuant to the terms and conditions of the Second Amended and Restated Equity Pledge Agreement entered into by all the registered shareholders of Party B as of the date of this Agreement (the “Existing Shareholders”) with Party A on March 20, 2020, each of the Existing Shareholders has pledged all of the equity interests in Party B held by it to Party A as security for Party B’s performance of its obligations under this Agreement.
4.7 During the term of this Agreement, Party B agrees to cooperate with Party A and Party A’s direct or indirect parent company in the audit of related party transactions and other audits, to provide relevant information and materials about Party B’s operation, business, customers, finance and employees to Party A, its parent company or its appointed auditor, and agrees that Party A’s parent company may disclose such information and materials for purpose of satisfying the regulatory requirements of the place where the securities of Party A’s parent company are listed.
ARTICLE 5 INTELLECTUAL PROPERTY
5.1 To the extent permitted by the applicable PRC Laws then in effect, intellectual property on the work products created in the course of Party A’s provision of Services and the intellectual property on the work product developed by Party B based on Party A’s intellectual property shall belong to Party A (such intellectual property includes, but not limited to, copyright, patent, know-how, trade secret and other intellectual property). Where the applicable PRC Laws expressly prohibits such intellectual property from being owned by Party A, Party B shall hold such intellectual property for the benefit of Party A, and shall immediately transfer such intellectual property to Party A at the lowest price permitted by PRC Laws to Party B once Party B’s ownership of intellectual property is no longer prohibited by PRC Laws; where there is no requirement on the lowest price for such transfer, Party B shall transfer such intellectual property to Party A unconditionally and assist Party A in completing all the filing and registration procedure as required by the competent government authorities in respect of such transfer.
5.2 For the purpose of performing this Agreement, Party B may use the work products created by Party A in the course of provision of Services, subject to the terms and conditions of this Agreement. However, under no circumstances shall this Agreement grant Party B any license to use such work product for any other purpose.
5.3 Each Party warrants to the other Party that it will indemnify the other Party against any and all economic losses incurred by the other Party arising from its infringement of any intellectual property rights (including copyright, trademark, patent and know-how) of others.
ARTICLE 6 CONFIDENTIALITY OBLIGATIONS
6.1 During the effective term of this Agreement, all customer information (the “Customer Information”) and other related materials in connection with Party B’s Business and Services provided by Party A shall be owned by Party A.
6.2 Notwithstanding the termination of this Agreement, each Party shall be obliged to keep in strict confidence the trade secrets and proprietary information of the other Party acquired during the performance of this Agreement, Customer Information jointly owned by both Parties and any non-public information of the other Party (collectively, the “Confidential Information”). The receiving party of the Confidential Information (the “Receiving Party”) shall not disclose the Confidential Information or any part thereof to any third parties unless it has obtained the prior written consent of the other Party, or required by relevant laws and regulations or the rules of the relevant stock exchange. The Receiving Party shall not use, directly or indirectly, such Confidential Information or any part thereof for purposes other than performing its obligations under this Agreement.
6.3 The Confidential Information shall not include any information which:
(a) as shown by written evidence, was rightfully known to the Receiving Party previously;
(b) enters the public domain through no fault of the Receiving Party or is known by the public for other reasons; or
(c) is rightfully acquired by the Receiving Party from other sources subsequently.
6.4 The Receiving Party may disclose the Confidential Information to its relevant employees, agents or professionals it retains, provided that it shall ensure that such persons shall be bound by this Agreement, keep the Confidential Information confidential, and use such Confidential Information solely for the purpose of performing this Agreement.
6.5 Upon termination of this Agreement, the Receiving Party of the Confidential Information shall return any and all documents, information or software containing any such Confidential Information to the original owner or provider of such Confidential Information; or with prior consent of the original owner or provider, destroy them which includes deleting all of such Confidential Information from any memory devices, and cease to use such Confidential Information.
6.6 The Parties agree that this Article shall survive the amendment, rescission or termination of this Agreement.
ARTICLE 7 REPRESENTATIONS AND WARRANTIES
7.1 Party A hereby represents and warrants as follows:
7.1.1 it is a limited liability company duly registered and validly existing under the laws of its incorporation place with independent legal person status, and has full and independent legal status and legal capacity to execute, deliver and perform this Agreement, and is capable of being an independent party to a lawsuit;
7.1.2 it has full corporate power and authority to execute and deliver this Agreement and all the other documents related to the transactions contemplated hereunder which are to be executed by it, and the full power and authority to consummate the transactions hereunder. This Agreement is lawfully and duly executed and delivered by it and constitutes its legal, valid and binding obligations, enforceable against it pursuant to the terms hereof.
7.2 Party B hereby represents and warrants as follows:
7.2.1 it is a limited liability company duly registered and validly existing under the laws of its incorporation place with independent legal person status, and has full and independent legal status and legal capacity to execute, deliver and perform this Agreement, and is capable of being an independent party to a lawsuit;
7.2.2 it has full corporate power and authority to execute and deliver this Agreement and all the other documents related to the transactions contemplated hereunder which are to be executed by it, and the full power and authority to consummate the transactions contemplated hereunder. This Agreement is lawfully and duly executed and delivered by it and constitutes its legal, valid and binding obligations, enforceable against it pursuant to the terms hereof;
7.2.3 as of the effective date of this Agreement, it has obtained all and complete business licenses necessary for its operation, and is fully authorized and qualified to conduct Party B’s Business as is currently conducted within the territory of PRC;
7.2.4 it shall notify Party A in a timely manner any litigation it is involved in and any other circumstances with adverse effect, and make its best efforts to prevent further losses therefrom;
7.2.5 without written consent of Party A, Party B shall not dispose of its material assets in any form nor change its current shareholding structure;
7.2.6 it shall not enter into or consummate any transaction that may have material effect on the assets, liabilities, business operation, shareholding structure of Party B, any equity interests in any third party and any other lawful right held by Party B (except for those in the ordinary course of business or which have been disclosed to and approved by Party A in writing).
ARTICLE 8 TERM
8.1 The Parties hereby acknowledge that this Agreement shall become effective upon duly execution by the Parties hereto, and shall remain valid until it is terminated by written agreement of the Parties hereto or by the operation of applicable PRC Laws. The Original Exclusive Consultation and Service Agreement shall be replaced by this Agreement from the effective date of this Agreement.
8.2 Each Party shall complete the approval and registration formalities for extension of its business term at least three (3) months before the expiry of its term of business such that this Agreement shall continue to be valid and effective.
8.3 Following the termination of this Agreement, the Parties shall continue to comply with its obligations under Articles 3 and 6 of this Agreement.
ARTICLE 9 NOTICE
9.1 Any notice, request, demand and other correspondence required to be given or made pursuant to this Agreement shall be made in writing and delivered to relevant Parties.
9.2 Such notices or other correspondence shall be deemed to be duly served upon transmission if sent by fax or telex, or upon delivery if sent by hand, or five (5) days after posting if sent by mail.
ARTICLE 10 LIABILITIES FOR BREACH OF CONTRACT
10.1 The Parties agree and acknowledge that, if either Party (“Defaulting Party”) is materially in breach of any provision of this Agreement, or materially fails to perform any of its obligations hereunder, such breach and failure shall constitute a default hereunder (the “Default”), and the non-defaulting Party shall be entitled to demand the Defaulting Party to rectify such Default or take remedial actions within a reasonable period of time. If the Defaulting Party fails to rectify such Default or take remedial actions within such reasonable period of time or ten (10) days from the receipt of the written notice from the non-defaulting Party requiring such rectification, the non-defaulting Party shall be entitled to make a decision at its sole discretion:
10.1.1 Party A shall be entitled to terminate this Agreement and claim from the Defaulting Party for damages if the Defaulting Party is Party B;
10.1.2 Party B shall be entitled to claim from the Defaulting Party for damages if the Defaulting party is Party A, provided that under no circumstances shall Party B be entitled to terminate or rescind this Agreement unless otherwise provided by PRC Laws.
10.2 Notwithstanding anything to the contrary in this Agreement, this Article 10 shall survive the suspension or termination of this Agreement.
ARTICLE 11 FORCE MAJEURE
In the event of earthquake, typhoon, flood, fire, war, change of policies or laws, and other unforeseeable or unpreventable or unavoidable event of force majeure, which directly affects the performance of this Agreement by a Party or prevents a Party from performing this Agreement in accordance with the agreed conditions, the Party affected by such a force majeure event shall forthwith issue a notice by facsimile and, within thirty (30) days, provide the documents evidencing the details of such force majeure event and the reasons for failure of or delay in its performance of this Agreement, and such documents shall be issued by the notarial office of the area where such force majeure event takes place. The Party affected by such a force majeure event shall take appropriate actions to mitigate or eliminate the effects arising from such event and shall make its efforts to reassume the obligations the performance of which have been delayed or impeded by such force majeure event. The Parties shall consult each other and decide whether this Agreement shall be waived in part or postponed in its performance with regard to the extent of impact of such force majeure event on the performance of this Agreement. No Party shall be liable for the economic losses suffered by the other Party arising from the force majeure event.
ARTICLE 12 MISCELLANEOUS
12.1 This Agreement is made in Chinese in two (2) originals with each Party holding one (1) original.
12.2 The formation, effectiveness, performance, amendment, interpretation and termination of this Agreement shall be governed by the PRC Laws.
12.3 Any dispute arising hereunder and in connection herewith shall be settled through consultations between the Parties, and if the Parties are unable to reach an agreement within thirty (30) days from the occurrence of the dispute, such dispute shall be submitted to China International Economic and Trade Arbitration Commission for arbitration in accordance with the arbitration rules thereof then in effect. The place of arbitration shall be in Beijing, and the language to be used in arbitration shall be Chinese. The award of arbitration shall be final and equally binding on the Parties of this Agreement.
12.4 No right, power or remedy of a Party under any provision of this Agreement shall preclude such Party from any other right, power or remedy of it under the PRC Laws and other provisions of this Agreement, nor shall any exercise of any right, power or remedy by a Party preclude such Party from exercising any other right, power or remedy.
12.5 No failure or delay by any Party in exercising any right, power and remedy (the “Rights”) pursuant to this Agreement or PRC Laws shall be deemed as a waiver of such Rights, and no single or partial waiver of any of the Rights of a Party shall preclude any other exercise of it or the exercise of any other Rights.
12.6 The headings of the Articles in this Agreement are inserted for the convenience of reference only, and under no circumstances shall be used in or otherwise affect the construction of this Agreement.
12.7 This Agreement supersedes any other agreements, orally or written, between the Parties in respect of the subject matter hereof, and constitutes the entire agreement between the Parties.
12.8 Each provision contained in this Agreement shall be severable and independent from other provisions, and in the event that any one or more provisions of this Agreement are held invalid, illegal or unenforceable at any time, the validity, legality or enforceability of the remaining provisions shall not be affected or impaired in any way.
12.9 Unless otherwise specified herein, any amendments or supplements to this Agreement shall be made in writing and come into effect upon due execution by the Parties hereto.
12.10 Party B shall not assign any of its rights and/or obligations hereunder to any third parties without the prior written consent of Party A. Party A shall be entitled to assign any of its rights and/or obligations hereunder to any third party so appointed by it with prior notice of such assignment to Party B and to the extent not in violation of PRC Laws.
12.11 This Agreement shall be binding on the legal successors and assigns of the Parties.
12.12 The Parties undertake that they shall make their own declaration and payment of applicable taxes in connection with the transactions contemplated hereunder in accordance with laws.
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[Signature page to the Second Amended and Restated Exclusive Consultation and Service Agreement]
IN WITNESS WHEREOF, this Second Amended and Restated Exclusive Consultation and Service Agreement has been executed by the following Parties at the place and on the date first above written.
SHUNYUAN KAIHUA (BEIJING) TECHNOLOGY CO., LTD.
(Company seal: /s/ Shunyuan Kaihua (Beijing) Technology Co., Ltd.)
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By: |
/s/ Huang Wang |
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Name: |
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Title: |
Legal Representative |
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ANHUI HUAMI INFORMATION TECHNOLOGY CO., LTD.
(Company seal: /s/ Anhui Huami Information Technology Co., Ltd.)
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By: |
/s/ Huang Wang |
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Name: |
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Title: |
Legal Representative |
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Signature page to the Second Amended and Restated Exclusive Consultation and Service Agreement
| This ‘20-F’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 4/23/20 | None on these Dates | ||
| 3/20/20 | ||||
| For Period end: | 12/31/19 | |||
| 11/3/17 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/23/24 Zepp Health Corp. 20-F 12/31/23 127:15M Toppan Merrill/FA 4/24/23 Zepp Health Corp. 20-F 12/31/22 137:16M Toppan Merrill/FA 4/28/22 Zepp Health Corp. 20-F 12/31/21 135:16M Toppan Merrill/FA 4/19/21 Zepp Health Corp. 20-F 12/31/20 144:15M Toppan Merrill/FA |