UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2023
Commission File Number: 001-38712
Pintec Technology Holdings Limited
(Exact name of registrant as specified in its charter)
3rd Floor, No. 11 Building,
No. 109 Yard Tianjizhigu,
Jinghai 3rd Street, BDA, Beijing,
People’s Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Exhibits Index
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: May 26, 2023
Pintec Technology Holdings Limited | ||
By: | /s/ Zexiong Huang | |
Name: | Zexiong Huang | |
Title: | Chief Executive Officer |
Exhibit 99.1
PINTEC Announces Termination of the Warrant
BEIJING, May 26, 2023 /PRNewswire/ -- Pintec Technology Holdings Limited (NASDAQ: PT) ("Pintec" or the "Company"), a Nasdaq-listed group providing technology enabled financial and digital services to micro, small and medium enterprises ecosystem, today announced that Pintec entered into a series of agreements with Otov Alfa Holdings Limited (“Otov”) to terminate all terms and provisions of the warrant agreement dated October 19, 2020 (the “Warrant Agreement”), pursuant to which Otov’s rights to purchase a certain number of class A ordinary shares of the Company have been ceased and terminated.
On May 26, 2023, Pintec and Otov entered into a share transfer agreement (the “Share Transfer Agreement”), pursuant to which Otov agrees to purchase one ordinary share of Sky City Holdings Limited (“Sky City”), a wholly owned subsidiary of the Company incorporated under the laws of British Virgin Island, or 100% shareholding of Sky City, from the Company at nil consideration. As of the closing date of the Share Transfer Agreement, all equity interests held in all direct and indirect wholly owned subsidiaries of Sky City will be indirectly transferred to Otov along with the transfer of one ordinary share of Sky City.
On May 26, 2023, Pintec and Otov entered into a warrant termination agreement (the “Warrant Termination Agreement”), pursuant to which all terms and provisions in the Warrant Agreement shall be terminated with immediate effect upon the effectiveness of the Warrant Termination Agreement and all rights and obligations of the relevant parties under the Warrant Agreement shall be ceased and terminated with immediate effect upon the execution of the Warrant Termination Agreement.
On May 26, 2023, Ningxia Fengyin Enterprise Management Consulting LLP (“Ningxia Fengyin”) and Shanghai Anquying Technology Co., Ltd. (“Shanghai Anquying”) entered into an equity pledge release agreement (the “Equity Pledge Release Agreement”), pursuant to which the equity pledge agreement dated November 2020 (the “Equity Pledge Agreement”) shall be terminated and Ningxia Fengyin shall relinquish all its rights thereunder, including without limitation all of its right of pledge in the equity interest of the target company (the “Equity Pledge”). Under the Equity Pledge Release Agreement, the Equity Pledge shall be released immediately upon the execution of the Equity Pledge Release Agreement and both parties shall de-register the Equity Pledge with relevant PRC authorities.
Mr. Zexiong Huang, acting Chief Financial Officer and director of Pintec, commented, “We appreciate the investors’ confidence in our business innovation and hope there will be more opportunities for cooperation in the future. In the current challenging environment, the Company is forging ahead through our strategic transformation. Our management team and I are full of confidence in the Company’s future.”
Safe Harbor Statement
This press release contains forward-looking statements. These statements constitute “forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “target,” “confident” and similar statements. Among other things, the quotations from management in this announcement, as well as PINTEC’s strategic and operational plans, contain forward-looking statements. PINTEC may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Such statements are based upon management’s current expectations and current market and operating conditions, and relate to events that involve known or unknown risks, uncertainties and other factors, all of which are difficult to predict and many of which are beyond the Company’s control. Forward-looking statements involve inherent risks, uncertainties and other factors that could cause actual results to differ materially from those contained in any such statements. Potential risks and uncertainties include, but are not limited to, the Company’s limited operating history, regulatory uncertainties relating to the markets and industries where the Company operates, and the need to further diversify its financial partners, the Company’s reliance on a limited number of business partners, the impact of current or future PRC laws or regulations on wealth management financial products, and the Company’s ability to meet the standards necessary to maintain the listing of its ADSs on the Nasdaq Global Market, including its ability to cure any non-compliance with Nasdaq’s continued listing criteria. Further information regarding these and other risks, uncertainties or factors is included in the Company’s filings with the U.S. Securities and Exchange Commission. All information provided in this press release is as of the date of this press release, and the Company does not undertake any obligation to update any forward-looking statement as a result of new information, future events or otherwise, except as required under applicable law.
About PINTEC
PINTEC is a Nasdaq-listed group providing technology enabled financial and digital services to micro, small and medium enterprises ecosystem. It connects business partners and financial partners on its open platform and enables them to provide financial services to end users efficiently and effectively. PINTEC empowers its business partners by providing them with the capability to add a financing option to their product offerings. It helps its financial partners adapt to the new digital economy by enabling them to access the online population that they could not otherwise reach efficiently or effectively. It continues to deliver exceptional digitization services, diversified financial products, and best-in-class solutions with innovative technology, thus to solidify its partnerships and satisfy its clients.
For further information, please contact:
Pintec Technology Holdings Ltd.
Phone: +86 (10) 6506-0227
E-mail: ir@pintec.com
Exhibit 99.2
Share and Debt Transfer Agreement
This Share and Debt Transfer Agreement (this “Agreement”) is made in Chaoyang District, Beijing, the People’s Republic of China (the “PRC”) as of October 24, 2022 by and among:
1. | Yinchuan Chuanxi Technology Co., Ltd., a limited liability company duly incorporated and validly existing under the PRC Laws with the unified social credit code of 91640100MA76KDJY9H (“Yinchuan Chuanxi” or the “Company”); |
2. | Ningxia Fengyin Business Management Counseling Partnership (L.P.), a limited partnership duly incorporated and validly existing under the PRC Laws with the unified social credit code of 91640100MA76KCP57N (“Ningxia Fengyin”); and |
3. | Pintec (Yinchuan) Technology Co., Ltd., a limited liability company incorporated under the PRC Laws with the unified social credit code of 91640100MA76G1J49Q (the “Pintec”). |
Each of the foregoing parties is referred to herein individually as a “Party” and collectively as the “Parties”, and is the “Other Party” as to the other Parties hereto.
WHEREAS:
1. | The Parties entered into a certain Share Transfer Agreement in respect of Yinchuan Chuanxi Technology Co., Ltd. (the “Original Share Transfer Agreement”) in October 2020, regarding the transfer by Ningxia Fengyin of all shares held by it in the Company to Pintec at the price of RMB400 million (the “Original Share Transfer Price”, and the transaction, the “Original Share Transfer”). As of the date of this Agreement, Pintec has not paid the Original Share Transfer Price to Ningxia Fengyin. In October 2020, the Parties entered into a certain Supplementary Agreement (the “Supplementary Agreement I”), which sets forth the supplementary agreement with respect to the payment of the Original Share Transfer Price and grant of the Warrant (as defined in the Supplementary Agreement I), among others. In October 2020, the Parties entered into another Supplementary Agreement (the “Supplementary Agreement II”), which sets forth the supplementary agreement with respect to the grace period for the Fixed Capital Arrangement under the Original Share Transfer Agreement (as defined in the Supplementary Agreement II), adjustment to the Transfer Price (as defined in the Supplementary Agreement II), and adjust to the Warrant, among others. In October 2020, the Parties entered into another Supplementary Agreement (the “Supplementary Agreement III”, collectively with the Share Transfer Agreement, the Supplementary Agreement I and the Supplementary Agreement II, the “Existing Agreements”), which sets forth the use of funds under the Fixed Capital Arrangement, transfer of profits of MicroCred (as defined in the Supplementary Agreement III), pledge of shares, among others. |
2. | The Parties have completed the closing of the Original Share Transfer (the “Original Closing”) on 【October 22, 2022】 (the “Original Closing Date”), in which Ningxia Fengyin delivered the licenses, certificates, seals, organizational documents and financial and tax materials (including bank accounts (and related passwords and keys), USB keys and related administrative permissions) to Pintec. After the completion of the Original Closing, Pintec has become the shareholder of the Company, holds 100% of the shares of the Company, enjoys the corresponding rights as a shareholder, and actually controls the bank accounts and all assets of the Company. |
3. | On 【November 20, 2022】, the Company provided an interest-free loan of RMB400 million to Pintec, of which, Pintec repaid RMB【306 million】 on 【July 18, 2022】, and stills owes RMB【94 million】 to the Company as of the date of this Agreement (the “Target Debt”). |
4. | Pintec wishes to transfer all shares held by it in the Company and the Target Debt owed by it to the Company to Ningxia Fengyin, and subject to the provisions of this Agreement, Ningxia Fengyin agrees to acquire all shares of the Company and the Target Debt, and the Company agrees with the transfer by Pintec of the Target Debt to Ningxia Fengyin (the “Transaction”). |
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NOW THEREFORE, through friendly negotiation on an equal footing, the Parties hereby enter into this Agreement for mutual compliance:
1. | The Transaction and Closing |
(1) | The Transaction: Pintec agrees to transfer all shares held by it in the Company and the Target Debt of RMB【94 million】owed by it to the Company to Ningxia Fengyin at the price of RMB【306 million】 (the “Share Transfer Price”), Ningxia Fengyin agrees to acquire all shares of the Company and the Target Debt at such price, and the Company agrees with the transfer by Pintec of the Target Debt to Ningxia Fengyin. |
(2) | Transaction price: Pintec and Ningxia Fengyin unconditionally and irrevocably acknowledge and agree that the Original Share Transfer Price of RMB【400 million】 payable by Pintec to Ningxia Fengyin in connection with the Original Share Transfer shall be set off against the Share Transfer Price of RMB【306 million】 payable by Ningxia Fengyin to Pintec hereunder; after such set-off, as of the Closing Date (as defined below), Ningxia Fengyin shall be deemed to have paid the Share Transfer Price of RMB【306 million】 to the Company, and Pintec shall be deemed to have paid RMB【306 million】 to Ningxia Fengyin as part of the Original Share Transfer Price, and still owes RMB【94 million】 to Ningxia Fengyin (the “Outstanding Original Share Transfer Price”). |
(3) | Closing |
(a) | The closing of the Transaction (the “Closing”) shall take place on the date of this Agreement or at such other time as the Parties may agree (the “Closing Date”). From the Closing Date, Ningxia Fengyin shall become the formal shareholder of the Company, hold all of the shares of the Company, and have the corresponding rights and obligations as a shareholder. The Company unconditionally and irrevocably agrees that, from the Closing Date, the Target Debt shall be transferred by Pintec to Ningxia Fengyin, and Ningxia Fengyin shall have the obligation to repay the Target Debt of RMB【94 million】to the Company, which shall not longer be the obligation of Pintec. |
(b) | The Parties agree that, on the Closing Date, Ningxia Fengyin and Pintec shall dispatch their respective representatives to the place of office of the Company or such other place as agreed by the Parties, to go through the handover procedures in respect of the assets, documents and files of the Company. The representatives of Ningxia Fengyin shall take over the assets, documents and files of the Company as set forth below, and execute a handover form in writing to acknowledge the receipt thereof: |
(i) | Licenses and certificates, including the original and duplicate copies of the business license of the Company; | |
(ii) | Seals, including the common seal, contract seal, financial seal and other seals of the Company; | |
(iii) | Organizational documents, including the articles of association, register of shareholders (if any), certificates of capital contribution, registration documents filed with the registration authority (if any), minutes and resolutions of the meetings of shareholders (or decisions of the shareholders), and minutes and resolutions of the meetings of the board of directors (or decisions of the managing director) since the Original Closing Date; and | |
(iv) | Financial and tax materials, including bank accounts (and related passwords and keys), USB keys and related administrative permissions. |
(c) | Pintec and Ningxia Fengyin agree and acknowledge that Pintec shall pay the interest on the Outstanding Original Share Transfer Price of RMB【94 million】in accordance with the Existing Agreements from the Closing Date, and the Outstanding Original Share Transfer Price of RMB【94 million】 to Ningxia Fengyin within the time limit set forth in the Existing Agreements or such other period as may be agreed on by the Parties. |
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2. | Ningxia Fengyin unconditionally and irrevocably covenants and warrants to Pintec that after the Closing Date, Ningxia Fengyin or its designee shall provide a loan of RMB【306 million】 (the “Subsequent Loan”) to Pintec or its affiliate directly in cash or through such other arrangement as may be agreed on by the Parties then, within five (5) days following receipt of written request from Pintec. Ningxia Fengyin, Pintec and other related parties (if any) shall execute a written agreement with respect to the Subsequent Loan through consultation. For the avoidance of doubt, the terms of such loan agreement, including without limitation the loan interest, loan term and use of loan, shall not be more unfavorable than the terms of the Existing Agreements. If Ningxia Fengyin or its designee fails to provide the Subsequent Loan to Pintec or its affiliate pursuant to this Clause, the arrangement about the Warrant under the Existing Agreements shall automatically terminate, and the Warrant Holder (as defined in the Supplementary Agreement I) shall have no right to purchase certain amount of the American Depositary Shares of Pintec Technology Holdings Limited pursuant to the Warrant. |
During the period after the Closing Date and before the expiration of the Exercise Period (as defined in the Supplementary Agreement I) for the Warrant, if the Warrant Holder has exercised the Warrant in full, then pursuant to the provisions of the Existing Agreements and this Agreement, Pintec does not need to pay any Original Share Transfer Price to Ningxia Fengyin with respect to the Original Share Transfer, including the Original Share Transfer Price of RMB【306 million】 that Pintec is deemed to have paid pursuant to this Agreement. In such case, Ningxia Fengyin shall return the Original Share Transfer Price of RMB【306 million】 already paid by Pintec to the bank account designated by Pintec within five (5) days following receipt of written notice from Pintec. If the Warrant Holder has exercised the Warrant partially, the transfer price for 100% of the shares of the Company acquired by Pintec through the Original Share Transfer shall be adjusted into the Outstanding Cash Price (as defined in the Supplementary Agreement I); and if the Original Share Transfer Price of RMB【306 million】 that Pintec is deemed to have paid pursuant to this Agreement is higher than the Outstanding Cash Price, Ningxia Fengyin shall return an amount equal to the difference between the Original Share Transfer Price of RMB【306 million】 already paid by Pintec and the Outstanding Cash Price to the bank account designated by Pintec within five (5) days following receipt of written notice from Pintec.
3. | The terms and provisions of this Agreement, the existence of this Agreement and any information provided by a Party to the other Parties in connection with the negotiation, execution and performance of this Agreement shall be deemed as confidential information (the “Confidential Information”), and shall not be disclosed to any third party unless otherwise provided herein. If any Confidential Information is required by the applicable laws to be disclosed, to the extent permitted by the applicable laws, the disclosing Party shall consult the other Parties with respect to the disclosure or submission of such information within a reasonable time prior to the disclosure or submission thereof. Each Party shall have the right to disclose the Confidential Information to its investors, directors, employees and professional advisors, provided that the individuals or entities accessing such information shall agree to be bound by the obligation of confidentiality at least as protective as those set forth in this Clause, and the disclosing Party shall be jointly and severally liable for the obligation of confidentiality of such individuals and entities. |
4. | Any Party that breaches this Agreement shall indemnify the non-breaching Party for any and all expenses, liabilities and losses arising therefrom, including without limitation the interest and attorney’s fee incurred by the non-breaching Party. |
5. | The execution, validity, performance, interpretation, termination and dispute resolution in respect of this Agreement shall be governed by the PRC laws. Any dispute shall be settled by the Parties through friendly consultation. If any dispute fails to be settled within thirty (30) days after any Party proposes to the other Parties to settle such dispute through consultation, either Party may submit such dispute to the Beijing Arbitration Commission for resolution by arbitration in accordance with the arbitration rules of the Beijing Arbitration Commission then in effect. The arbitration shall be conducted in Beijing. The language of arbitration shall be Chinese. The arbitration award shall be final and binding upon the Parties. During the arbitration proceedings instituted pursuant to this Clause, this Agreement shall remain in full force and effect, except the matters in dispute, and the Parties shall continue to perform their respective obligations and exercise their respective rights hereunder, except the obligations in dispute. |
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6. | Each Party shall be responsible for all taxes and other transaction costs (if any) payable by it in connection with the matters hereunder pursuant to the applicable laws. |
7. | In case of any discrepancy or conflict between the provisions of the Existing Agreement and this Agreement, the provisions of this Agreement shall prevail. The matters not specifically addressed herein shall continue to be governed by the Existing Agreements. |
8. | Unless otherwise expressly specified herein, the terms used but not defined in this Agreement shall have the meanings ascribed to them in the Existing Agreements. |
9. | This Agreement shall be made in three (3) counterparts, one (1) counterpart to be held by the Parties respectively with equal legal effect. |
10. | Any supplement or amendment to this Agreement shall be made in writing |
[End of text, signature page follows]
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IN WITNESS WHEREOF, the Parties have caused this Share and Debt Transfer Agreement to be executed by their respective authorized representatives on the date first written above.
Yinchuan Chuanxi Technology Co., Ltd. (seal) | |
By: | |
Name: XU Ning | |
Title: Legal representative |
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IN WITNESS WHEREOF, the Parties have caused this Share and Debt Transfer Agreement to be executed by their respective authorized representatives on the date first written above.
Ningxia Fengyin Business Management Counseling Partnership (L.P.) (seal) | |
By: | |
Name: | |
Title: Authorized representative |
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IN WITNESS WHEREOF, the Parties have caused this Share and Debt Transfer Agreement to be executed by their respective authorized representatives on the date first written above.
Pintec (Yinchuan) Technology Co., Ltd. (seal) | |
By: | |
Name: SUN Xin | |
Title: Legal representative |
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Exhibit 99.3
SHARE TRANSFER AGREEMENT
This Share Transfer Agreement (this “Agreement”) is entered into on May 26, 2023 by and among:
(1) | Pintec Technology Holdings Limited, an exempted company incorporated under the laws of the Cayman Islands (the “Seller”); and |
(2) | Otov Alfa Holdings Limited,, a British Virgin Islands business company (the “Buyer”). |
Each of the parties listed above is referred to herein individually as a “Party” and collectively as the “Parties”.
WHEREAS
1 | The Seller is a registered shareholder of Sky City Holdings Limited, a company registered under the laws of the British Virgin Islands (the “Company”); and |
2 | The Seller is willing to sell all shares of the Company held by it to the Buyer and the Buyer is willing to purchase the corresponding shares of the Company from the Seller. |
NOW, THEREFORE, in consideration of the agreements and representations contained in this Agreement, the parties agree as follows:
1 | TRANSFER OF THE SHARES |
1.1 | The Buyer hereby agrees to purchase 1 ordinary shares of the Company (the “Shares”, representing the 100% equity ownership of the Company) from the Seller and the Seller hereby agrees to sell to the Buyer the Shares at nil consideration, subject to the terms and conditions hereinafter set forth (the “Transfer”). As of the Closing Date, any and all equity ownership that the Company hold then in the subsidiaries of the Company as set forth in the Schedule I attached hereto shall be indirectly transferred to the Buyer along with the Transfer. |
1.2 | Each Party shall be responsible for any taxes and fees that it is required to pay under applicable laws in connection with the transfer of the Shares, and shall pay the taxes arising out of or in connection with the transactions contemplated hereunder to the competent tax authorities in a timely manner as required by the applicable laws (if any). |
1.3 | Each Party shall pay all of its own costs and expenses related to the negotiation and preparation of this Agreement and to its performance and compliance with all agreements and conditions contained in this Agreement on its part to be performed or complied with, including the fees, expenses and disbursements of any counsel and/or accountants that it may have retained. |
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2 | REPRESENTATIONS AND WARRANTIES |
2.1 | The Seller hereby represents and warrants to the Buyer as of the date of this Agreement and as of the Closing Date that: |
2.1.1 | Title. |
(a) | The Seller is the sole legal and beneficial owner of the Shares. |
(b) | The Seller holds full and complete title to the Shares and all rights and benefits attached thereto free and clear from all liens. |
2.1.2 | Organization and Authority of the Seller. |
(a) | The Seller has been duly incorporated and is validly existing under the laws of its jurisdiction. |
(b) | The Seller has the necessary corporate power and authority to enter into and perform this Agreement. |
(c) | This Agreement will, when executed, constitute legal, valid and binding obligations on the Seller, enforceable against it in accordance with its respective terms. |
2.1.3 | No Conflict. |
(a) | The execution, delivery and performance by the Seller of this Agreement will not result in a material breach of (i) the constitutional documents of the Seller; (ii) any applicable law or governmental order applicable to the Seller; or (iii) any contract to which the Seller is a party, which would adversely affect the ability of the Seller to perform its obligations under the Agreement, and to consummate the transactions contemplated hereunder. |
2.1.4 | Approvals and Authorizations. |
(a) | The Seller has taken all necessary actions and obtained all internal and external approvals and authorizations to empower it to enter into and to perform its obligations under this Agreement. |
2.2 | The Buyer hereby represents and warrants to the Seller as of the date of this Agreement and as of the Closing Date that: |
2.2.1 | Organization and Authority of the Buyer. |
(a) | The Buyer has been duly incorporated and is validly existing under the laws of its jurisdiction. |
(b) | The Buyer has the necessary corporate power and authority to enter into and perform this Agreement. |
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(c) | This Agreement will, when executed, constitute legal, valid and binding obligations on the Buyer, enforceable against it in accordance with its respective terms. |
2.2.2 | No Conflict. |
(a) | The execution, delivery and performance by the Buyer of this Agreement will not result in a material breach of (i) the constitutional documents of the Buyer; (ii) any applicable law or governmental order applicable to the Buyer; or (iii) any contract to which the Buyer is a party, which would adversely affect the ability of the Buyer to perform its obligations under the Agreement, and to consummate the transactions contemplated hereunder. |
2.2.3 | Approvals and Authorizations. |
(a) | The Buyer has taken all necessary actions and obtained all internal and external approvals and authorizations to empower it to enter into and to perform its obligations under this Agreement. |
3 | CLSOING |
3.1 | The closing of the Transfer (the “Closing”, the date of the Closing, the “Closing Date”) shall be subject to the satisfaction or waiver of the conditions set forth below by the other Party: |
3.1.1 | Each of the representations and warranties of the Parties contained in this Agreement shall be true, correct and complete in all material respects and not misleading on and as of the date hereof and the Closing Date as if made on the Closing Date; |
3.1.2 | Each Party shall have obtained all necessary internal and external approvals, consents, permits, licenses or exemptions, regulatory or governmental or otherwise, in any jurisdiction for entry into and performance of the obligations under this Agreement, and such approvals, consents, permits, licenses or exemptions shall be in full force and effect as of the Closing Date; |
3.1.3 | The Buyer’s affiliate Ningxia Fengyin Enterprise Management Consulting Partnership (limited partnership) (宁夏丰银企业管理咨询合伙企业(有限合伙)) shall have entered into an equity pledge release agreement with Shanghai Anquying Technology Co., Ltd. (上海安趣盈科技有限公司) in the form and substance satisfactory to the Seller with respect to the pledge created on the equity interests of Ganzhou Aixin Internet Micro Credit Co., Ltd. (赣州爱信网络小额贷款有限公司) (the “Equity Pledge”), such Equity Pledge shall have been deregistered with the competent PRC administration (the “Equity Pledge Deregistration”) and written record evidencing such Equity Pledge Deregistration satisfactory to the Seller shall have been provided to the Seller. |
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3.2 | As of the Closing, the Shares shall be transferred from the Seller to the Buyer, and the Buyer shall in its capacity as an equity owner assume and hold all the rights, and assume and undertake all the obligations, attached to the Shares. The Buyer hereby acknowledges and confirms, and shall cause its affiliates to acknowledge and confirm that, as of the Closing, the Company and its offshore and onshore subsidiaries shall undertake any and all known or unknown, suspected or unsuspected claims, liabilities, debts, obligations, and expenses of any nature whatsoever by reason of any matter, action, omission, course, covenant, promise, contract, damage or thing whatsoever of the Company and its offshore and onshore subsidiaries (the “Claims”) on their own, and the Seller and its affiliates (excluding the Company and its subsidiaries) shall have no further obligation in this regard. |
4 | INDEMNITY |
The Party who breaches or violates any of representations, warranties, covenants or obligations contained in this Agreement (the “Breaching Party”) hereby irrevocably and unconditionally agrees to indemnify and keep the another Party (the “Non-breaching Party”) fully indemnified from and against all damages and losses of any nature incurred or suffered by the Breaching Party arising out of or in connection with any breach by the Breaching Party of any of its representations, warranties, covenants or obligations contained in this Agreement; provided that the Non-breaching Party will only be held liable for indemnifying the losses suffered by the Breaching Party where (i) the Non-breaching Party has delivered the Breaching Party a written notice stating such request thirty (30) days in advance; and (ii) the Breaching Party has failed to rectify or cure relevant breach within ninety (90) days after receiving such written notice from the Non-breaching Party.
5 | USE OF SELLER’S NAME OR LOGO |
The Buyer hereby covenants to the Seller that, as of the Closing Date, the Buyer shall, and shall cause the Company and its subsidiaries to, change the name and/or other registered information of the Company and its subsidiaries in order not to use the names or logos of the Seller and its affiliates (including but not limited to “Pintec”, “PT” and “品钛”, if applicable) as soon as possible. Without the prior written consent of the Seller, none of the Buyer or its affiliates, the Company or its subsidiaries shall use, publish or reproduce the names of the Seller or any similar names, trademarks or logos (including but not limited to “Pintec”, “PT” and “品钛”, if applicable) in any of their marketing, advertising or promotion materials or otherwise for any marketing, advertising or promotional purposes.
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6 | GOVERNING LAW |
This Agreement shall be governed by and construed exclusively in accordance with the laws of Hong Kong Special Administrative Region of the People’s Republic of China, as to matters within the scope thereof and without regard to its principles of conflicts of laws.
7 | DISPUTE RESOLUTION |
Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be finally resolved by arbitration in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules in force as at the date of this Agreement. The place of arbitration shall be Hong Kong. The appointing authority shall be the Hong Kong International Arbitration Center.
8 | INTERPRETATIONS |
In this Agreement, headings are included for convenience only and shall not affect the construction of any provision of this Agreement, and a word which indicates the singular also indicates the plural, a word which indicates the plural also indicates the singular, and a reference to any gender also indicates any other gender.
9 | AMENDMENT AND MODIFICATIONS |
This Agreement may be amended, modified or supplemented at any time by the Parties hereto, but only by a written agreement signed by both Parties.
10 | ASSIGNMENT |
This Agreement shall not be assigned by operation of law or by any Party without the prior written consent of the other Party. This Agreement shall be binding upon, shall inure to the benefit of, and shall be enforceable by, the Parties hereto and their permitted successors and assigns.
11 | SEVERABILITY |
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement, each of which shall remain in full force and effect.
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12 | NOTICES |
All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by email with receipt confirmed (followed by delivery of an original via overnight courier service) or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 11):
if to the Buyer:
Address: Room 1418, 15A Floor, No.1 Building, Yinchuan iBi Yucheng Center, Jinfeng District, Yinchuan, China
Attention: Li Xiaojia
Email: lixiaojia @hmhipo.com
if to the Seller:
Address: 3rd Floor, No.11 Building, Tianjizhigu, BDA
Attention: CEO Office
Email: ir@pintec.com
13 | ENTIRE AGREEMENT |
This Agreement shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall replace all prior discussions, negotiations and agreements between the Parties.
14 | WAIVER |
No waiver of any right under this Agreement shall be effective unless in writing. Unless expressly stated otherwise, a waiver shall be effective only in the circumstances for which it is given.
15 | COUNTERPARTS |
This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall be deemed to constitute one instrument.
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IN WITNESS WHEREOF, each of the Seller and Buyer has caused this Agreement to be executed on the date first written above by its duly authorized officer.
Pintec Technology Holdings Limited | ||
By: | ||
Name: Huang Zexiong | ||
Title: Director |
Signature page to Share Transfer Agreement
IN WITNESS WHEREOF, each of the Seller and Buyer has caused this Agreement to be executed on the date first written above by its duly authorized officer.
Otov Alfa Holdings Limited | ||
By: | ||
Name: Li Xiaojia | ||
Title: Director |
Signature page to Share Transfer Agreement
Schedule I
No. | Name |
1. | Sky City Holdings Limited (HK) |
2. |
安讯赢(天津)商业保理有限公司
Anxunying (Tianjin) Commercial Factoring Co., Ltd.
|
3. |
品钛(赣州)科技有限公司
Pintec (Ganzhou) Technology Co., Ltd.
|
4. |
品钛汇聚(银川)科技有限公司
Pintec Huiju (Yinchuan) Technology Co., Ltd.
|
5. |
华钛(宁夏)企业咨询服务合伙企业(有限合伙)
Huatai (Ningxia) Enterprise Consulting Service Partnership
|
6. |
品钛(北京)科技有限公司
Pintec (Beijing) Technology Co., Ltd.
|
7. |
盈信世嘉网络技术有限公司
Beneinfo Sejia Network Technology Co., LTD.
|
8. |
思凯思特(北京)科技有限公司
Sky City (Beijing) Technology Co., Ltd.
|
9. |
品钛(银川)科技有限公司
Pintec (Yinchuan) Technology Co., Ltd.
|
Exhibit 99.4
TERMINATION AGREEMENT
This Termination Agreement (this “Agreement”) is entered into on May 26, 2023 by and among:
(1) | Pintec Technology Holdings Limited, an exempted company incorporated under the laws of the Cayman Islands (the “Company”); and |
(2) | Otov Alfa Holdings Limited, a British Virgin Islands business company (the “Otov”). |
Each of the parties listed above is referred to herein individually as a “Party” and collectively as the “Parties”.
WHEREAS
1 | The Company has issued the Warrant to Purchase Class A Ordinary Shares dated October 19, 2020 (the “Warrant”) to Otov, pursuant to which Otov is entitled to purchase certain number of class A ordinary shares of the Company at the Exercise Price during the Exercise Period; and |
2 | The Parties hereof desire to terminate the Warrant and all terms and provisions thereunder, in accordance with the following terms and conditions hereof. |
NOW, THEREFORE, in consideration of the promises contained herein, and intending to be legally bound, the parties agree as follows:
1 | Termination of the Agreements |
The Parties hereto agree that all terms and provisions in the Warrant shall be terminated with immediate effect upon the effectiveness of this Agreement and all rights and obligations of the relevant Parties under the Warrant shall be ceased and terminated with immediate effect upon the execution of this Agreement.
2 | Release of Claims |
Otov hereby acknowledges that it has no claims whatsoever against the Company arising from or in relation to the Warrant (including but not limited to any and all other agreements, certificates or documents required or contemplated by the Warrant, if any), and Otov hereby irrevocably and unconditionally releases and forever discharges the Company from any and all known or unknown, suspected or unsuspected claims, liabilities, lawsuits, judgments, losses, damages, demands, debts, obligations, agreements, endorsements, bonds, controversies, rights, action, omission, course, cause of action and expenses of any nature whatsoever by reason of any matter, action, omission, course, covenant, promise, contract, damage or thing whatsoever that occurred or accrued up to and before the execution date hereof arising from any item under the Warrant (including but not limited to any and all other agreements, certificates or documents required or contemplated by the Warrant, if any).
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3 | No Disparagement |
Each of the Parties hereby covenants that neither it nor any of its affiliates or associates will, and it will cause each of its affiliates and associates not to, directly or indirectly, in any capacity or manner, make, express, transmit, speak, write, verbalize or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, the other Party or any of the other Party’s directors, officers, affiliates, subsidiaries, employees, agents or representatives.
4 | Effectiveness |
This Agreement shall become effective as of the date hereof.
5 | Miscellaneous |
5.1 | Definitions. Unless otherwise defined herein, capitalized terms used in this Agreement but not defined herein shall have the same meaning given to such term in the Warrant. |
5.2 | Governing Law. This Agreement shall be governed by and construed exclusively in accordance with the laws of the State of New York, without regard to principles of conflict of laws thereunder. |
5.3 | Severability. Should any provision of this Agreement, be or become invalid or unenforceable, the validity of the balance of this Agreement shall not be affected thereby. The Parties shall endeavor to agree on a replacement which is closest to the business intention of the Parties at the time of signing this Agreement. |
5.4 | Confidentiality. The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance of this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Parties, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by such Party to its shareholders, investors, legal counsels or financial advisors, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. This Section shall survive the termination of this Agreement for any reason. |
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5.5 | Dispute Resolution. Any dispute, controversy or claim arising out of or relating to this Agreement, including any question regarding its existence, validity, interpretation or termination (“Dispute”) shall be settled through friendly consultations between the Parties. If no settlement is reached within thirty (30) days from the date one Party notifies another Party or Parties in writing that a Dispute has arisen, such Dispute shall then be referred to and finally resolved by arbitration in Hong Kong by the Hong Kong International Arbitration Centre in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules then in force when the notice of arbitration is submitted in accordance with these Rules. The language of the arbitration shall be English. The arbitration ruling shall be final and binding to all the Parties. |
5.6 | Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original by the parties executing such counterpart, but all of which shall be considered one and the same instrument. |
[The remainder of this page has been left intentionally blank]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
Pintec Technology Holdings Limited |
By: | ||
Name: Huang Zexiong | ||
Title: Director |
Signature page to Termination Agreement
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
Otov Alfa Holdings Limited | ||
By: | ||
Name: Li Xiaojia | ||
Title: Director |
Signature page to Termination Agreement
Exhibit 99.5
Share Pledge Release Agreement
This Share Pledge Release Agreement (this “Release”) is made on May 26, 2023 by and between:
Party A: Ningxia Fengyin Business Management Counseling Partnership (L.P.)
Address: 1418, Floor 15A, Building 1#, Yinchuan iBi Incubation Center Phase III, No. 396 Liupanshan Road, Yandun Lane, Jinfeng District, Yinchuan
Managing partner: HMH Industry Group (Ningxia) Co., Ltd.
Party B: Shanghai Anquying Technology Co., Ltd.
Address: 1304-C, No. 89 East Yunling Road, Putuo District, Shanghai
Legal representative: CHEN Chao
Party A is referred to individually as the “Pledgee” and Party B is referred to individually as the “Pledgor”, and Party A and Party B are referred to collectively as the “Parties” herein.
Pursuant to the Civil Code of the People’s Republic of China and other applicable laws and regulations, on the principles of equality, free will and compensation, the Parties hereby enter into this Release:
1. | The Parties entered into a certain Share Pledge Agreement (the “Share Pledge Agreement”) on November 4, 2020, pursuant to which Party B agreed to pledge 100% of the shares, corresponding to RMB500 million of the registered capital, held by it in Ganzhou Aixin Online Micro-lending Co., Ltd. (the “Company”) to Party A, and has completed the relevant share pledge registration procedures (Registration No.: (Gan Shi) Domestic Share Pledge Registration [2020] No. 30738852) (the “Share Pledge”). |
2. | The Parties unanimously agree to rescind the Share Pledge Agreement from the effective date of this Release and immediately perform the relevant share pledge release procedures, and to execute all necessary documents and take all necessary actions in connection therewith. From the effective date of this Release, the respective rights and obligations of the Parties under the Share Pledge Agreement shall terminate, neither Party shall have any further right, duty or obligation under the Share Pledge Agreement, and each Party shall automatically waive any recourse or claim (if any) that it may have against the other Party under the Share Pledge Agreement. |
3. | The formation, validity, interpretation, performance and dispute resolution in respect of this Release shall be governed by and construed in accordance with the PRC laws. All disputes arising out of or in connection with this Release shall be settled by the Parties through friendly consultation. If any dispute fails to be settled within sixty (60) days through consultation, either Party may submit such dispute to the Beijing Arbitration Commission for resolution by arbitration in Beijing in accordance with the arbitration rules of the Beijing Arbitration Commission then in effect. The language of arbitration shall be Chinese. The arbitration award shall be final and binding upon the Parties. |
4. | The Parties hereby acknowledge that this Release is a fair and reasonable agreement concluded by the Parties on the basis of equality and mutual benefit. If any provision of this Release is inconsistent with the applicable laws and held invalid or unenforceable, such provision shall only be invalid or unenforceable under such laws, without affecting the legal effect of the remaining provisions hereof. |
5. | This Release shall be made in Chinese and in four (4) originals, one original to be held by the Parties respectively, one original to be filed with the competent administration for market regulation for purpose of the relevant pledge release procedures. All originals of this Release shall have equal legal effect. |
6. | This Release shall take effect on the date that it has been formally executed by the Parties. |
[End of text]
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(Signature Page to Share Pledge Release Agreement)
Party A (Pledgee): Ningxia Fengyin Business Management Counseling Partnership (L.P.) (seal)
Representative of the managing partner (signature):
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(Signature Page to Share Pledge Release Agreement)
Party B (Pledgor): Shanghai Anquying Technology Co., Ltd. (seal)
Legal representative (signature):
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