Scienjoy Holding Corp 6-K, filed Jun 17, 2022
Scienjoy Holding Corp (SJ)
About this 6-K
Scienjoy Holding Corp filed this 6-K on June 17, 2022.
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 June 2022
Commission File Number: 001-38799
SCIENJOY HOLDING CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Room 1118, 11th Floor, Building 3, Wangzhou Rd. No.99, Liangzhu Street
Yuhang District, Hangzhou, Zhejiang
People’s Republic of China
(Address of principal executive office)
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 ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
This Form 6-K is hereby incorporated by reference into the registration statements of the Company on Form S-8 (Registration Number 333-256373), Form F-3 (Registration Number 333-256714), and Form F-3 (Registration Number 333- 254818), to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
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Entry into Material Definitive Agreements
On June 1, 2022, Scienjoy Holding Corporation (“we,” “us,” the “Company” or “SHC”), through its wholly-owned subsidiary, Sixiang Infinite (Zhejiang) Culture Technology Co., Ltd. (Zhejiang WFOE), entered into a series of contractual arrangements with Sixiang Qiyuan (Hangzhou) Culture Technology Co., Ltd. (“Sixiang Qiyuan”) and its shareholders, thereby in substance obtained control over all equity shares, risks and economic benefits of Xiuli (Zhejiang) Culture Technology Co., Ltd., Leku (Zhejiang) Culture Technology Co., Ltd., Haifan (Zhejiang) Culture Technology Co., Ltd., Xiangfeng (Zhejiang) Culture Technology Co., Ltd. and Hongren (Zhejiang) Culture Technology Co., Ltd. The Company will commence its operations in Hangzhou after effecting the agreements under such contractual arrangements (the “VIE Agreements”) as described below. The Company intends to integrate its supply chain resources, local resources, and geographical advantages to achieve rapid growth in livestreaming commerce, Multi-Channel Network development, and new technology development, as well as accelerating the development of a Metaverse eco-system.
Materials terms and conditions of the VIE Agreements, including an Exclusive Option Agreement, the Power of Attorney Agreement, a Share Pledge Agreement and an Exclusive Business Cooperation Agreement, are described as follows:
Exclusive Option Agreement.
Pursuant to the Exclusive Option Agreement (including any supplementary agreement thereto, if any) entered into by and among Zhejiang WFOE, Sixiang Qiyuan and all the shareholders of Sixiang Qiyuan, the shareholders of Sixiang Qiyuan hereby irrevocably grant to Zhejiang WFOE or its designee, to the extent permitted by the laws of the People’s Republic of China, the exclusive right to purchase all or part of the equity interest held by such shareholders at the lowest purchase price permitted by the laws of the People’s Republic of China. Without the written consent of Zhejiang WFOE, Sixiang Qiyuan may not distribute any profits or create any encumbrance in any manner. If Sixiang Qiyuan makes the profit distribution with Zhejiang WFOE’s written consent, Sixiang Qiyuan’s shareholders shall pay all of any funds received by them to Zhejiang WFOE.
The term of the Exclusive Option Agreement is twenty years and will be automatically renewed for one year. Upon the expiration of each renewed term, the Exclusive Option Agreement will be automatically renewed for one year. In the meantime, Zhejiang WFOE shall have the right to terminate the Exclusive Option Agreement at any time by giving a three days’ prior notice.
Power of Attorney Agreements.
Zhejiang WOFE has entered into a Power of Attorney Agreement (the “Power of Attorney,” including any supplementary agreements, if any) with each shareholder of Sixiang Qiyuan, pursuant to which each such shareholder grants the proxy rights to Zhejiang WFOE in connection with his equity interest in Sixiang Qiyuan, including, without limitation, all the shareholders’ beneficial rights and voting rights conferred by the Company Law of the People’s Republic of China and the Articles of Association of Sixiang Qiyuan. Each Power of Attorney Agreement shall be irrevocable from the date of execution and shall continue to be valid until the relevant shareholder no longer holds Sixiang Qiyuan’s equity interest.
Share Pledge Agreement.
In accordance with the Share Pledge Contract (including any supplementary agreement thereto, if any) entered into by and among Zhejiang WFOE, Sixiang Qiyuan and each of the shareholders of Sixiang Qiyuan, each shareholder of Sixiang Qiyuan has pledged all of Sixiang Qiyuan’s equity interest held by such shareholder to guarantee the respective performance of Sixiang Qiyuan and such shareholder under the Exclusive Option Contract, the Exclusive Business Cooperation Agreement and the Power of Attorney Agreement, as applicable.
If Sixiang Qiyuan or any of its shareholders breaches its contractual obligations under any VIE Agreements, Zhejiang WFOE, as the pledgee, will have certain rights, including the sale of the pledged equity interest. The shareholders agree that, without the prior written consent of Zhejiang WFOE, they shall not transfer, sell, pledge, dispose of or in any other manner create any new encumbrance upon their equity interest in Sixiang Qiyuan. The Share Pledge Agreement shall remain effective until all obligations under the VIE Agreements have been performed, or the VIE Agreements have been terminated, or all obligations under the VIE Agreements have been fully performed.
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Exclusive Business Cooperation Agreement
In accordance with the Exclusive Business Cooperation Agreement between Zhejiang WFOE and Sixiang Qiyuan (including supplementary agreements thereto, if any), Zhejiang WFOE will provide Sixiang Qiyuan with exclusive business support and all business-related technologies and consulting services in order to obtain the fees equal to the consolidated net income of Xiuli (Zhejiang) Culture Tech Co., Ltd., Leku (Zhejiang) Culture Tech Co., Ltd., Haifan (Zhejiang) Culture Tech Co., Ltd., Xiangfeng (Zhejiang) Culture Tech Co., Ltd. and Hongren (Zhejiang) Culture Tech Co., Ltd. after deducting losses of the previous year (if any). Zhejiang WFOE may adjust the service fees according to the following factors:
| ● | Quarterly based on the complexity and difficulty of the services provided pursuant to the Exclusive Business Cooperation Agreement during such quarter (“Quarterly Services”); |
| the number of Zhejiang WFOE’s employees who provided the Quarterly Services and the qualifications of these employees; |
| ● | The number of hours Zhejiang WFOE’s employees spent to provide the Quarterly Services; |
| ● | The nature and value of the Quarterly Services; |
| ● | market reference price; and |
| ● | Sixiang Qiyuan’s operating conditions. |
The term of the Exclusive Business Cooperation Agreement is twenty years and is automatically renewable for one year. Upon the expiration of each renewal term, the Exclusive Business Cooperation Agreement can be automatically renewed for one year. In addition, Zhejiang WFOE shall have the right to terminate this agreement at any time by giving a three-day notice on the termination of this Agreement.
The foregoing summary description of each of the Exclusive Option Agreement, the Power of Attorney Agreements, the Share Pledge Agreement and the Exclusive Business Cooperation Agreement, does not purport to be complete and is qualified in its entirety by reference to the full text of the Exclusive Option Agreement, the Power of Attorney Agreements, the Share Pledge Agreement Agreement and the Exclusive Business Cooperation Agreement, which are filed as Exhibit 99.2, 99.3, 99.4, 99.5, and 99.6 respectively to this Current Report on Form 6-K, and each is hereby incorporated herein by reference.
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EXHIBIT INDEX
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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.
| Scienjoy Holding Corporation | ||
| Date: June 17, 2022 | By: | /s/ Xiaowu He |
| Name: | Xiaowu He | |
| Title: | Chief Executive Officer | |
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Exhibit 99.1
Scienjoy Enters into Agreements to Obtain Business Controls of Operation in Hangzhou to Facilitate its Business Expansion
BEIJING, June 17, 2022 /PRNewswire/ -- Scienjoy Holding Corporation ("Scienjoy", the "Company", or "We") (Nasdaq: SJ), a leading live entertainment mobile streaming platform in China, today announced on June 1, 2022, Scienjoy entered into definitive agreements (the “Agreements”), through its wholly-owned subsidiary, Sixiang Infinite (Zhejiang) Culture Technology Co., Ltd., with Sixiang Qiyuan (Hangzhou) Culture Technology Co., Ltd. (“Sixiang Qiyuan”) and its shareholders. After the Agreements become effective, Scienjoy will commence its operations in Hangzhou to facilitate the Company’s business expansion, which represents the Company's strategic initiatives to integrate its supply chain and local resources and leverage geographic advantages to achieve rapid growth in live streaming E-Commerce, Multi-Channel Network (“MCN”) development, and the development of a Metaverse Ecosystem.
Pursuant to the Agreements, the Company in substance obtained control over all equity shares, risks, rewards of Xiuli (Zhejiang) Culture Technology Co., Ltd., Leku (Zhejiang) Culture Technology Co., Ltd., Haifan (Zhejiang) Culture Technology Co., Ltd., Xiangfeng (Zhejiang) Culture Technology Co., Ltd. and Hongren (Zhejiang) Culture Technology Co., Ltd.
According to the 2021 Annual E-Commerce Live Streaming Development Report of Zhejiang Province published by the Zhejiang E-Commerce Promotion Association in February 2022, the e-commerce live streaming market of Zhejiang province reached RMB609.2 billion in sales volumes in the first ten months of 2021, accounting for 28.4% of the sales of China. Zhejiang is ranked No.1 in sales volume among all provinces, posting an increase of 124.6% year over year. The growth rate in Zhejiang is higher than in other major provinces. The sales from Hangzhou surged to RMB502.5 billion, representing 82.5% of the sales in the entire province. Hangzhou is ranked No.1 on sales in Zhejiang province, with a 128.4% increase year over year. Hangzhou, the predominant city of E-Commerce business in China, features a comprehensive and mature ecosystem in all aspects of the e-commerce live streaming industry. For more information about the report, please visit the website at https://xw.qq.com/cmsid/20220303A0AUY100.
Mr. Victor He, Chairman and Chief Executive Officer of Scienjoy, commented, “We are excited to make another move toward our business strategy of building live streaming E-Commerce, MCN development, and live streaming metaverse ecosystem. Located in one of the wealthiest regions in China, Hangzhou is a spectacular city in the Yangtze Delta River region with a superior business environment and tremendous business opportunities. The city of Hangzhou will provide us an opportunity to grow our roots in the region and expand our business presence and influence on the broader China market as well as around the globe. Our new base in Hangzhou will be the home for our living streaming E-Commerce and metaverse ecosystem business. Leveraging the resources and business opportunities in the region, we are determined to develop and expand our metaverse related business. With our dedicated commitment and effort, we are confident that Scienjoy will be well-positioned to grow in the living streaming industry and generate more value for our shareholders.”
About Scienjoy Holding Corporation
Founded in 2011, Scienjoy is a leading mobile livestreaming platform in China, and its core mission is to build a livestreaming service ecosystem to delight and entertain users. With over 300 million registered users, Scienjoy currently operates five livestreaming platform brands, including Showself, Lehai, Haixiu, BeeLive, which features both the Mifeng Chinese version and BeeLive International version, and Honle.tv. Scienjoy uniquely combines a gamified business approach to livestreaming, in-depth knowledge of the livestreaming industry, and cutting-edge technologies such as blockchain, augmented reality (AR), virtual reality (VR), and big data, to create a unique user experience. Scienjoy is devoted to building a livestreaming Metaverse to provide users with the ultimate immersive experience, a social media network that transcends time and space, a digital community that spans virtual and physical reality, and a content-rich ecosystem. For more information, please visit http://ir.scienjoy.com/.
Safe Harbor Statement
Certain statements made in this release are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, are: the ability to manage growth; ability to identify and integrate other future acquisitions; the ability to obtain additional financing in the future to fund capital expenditures; fluctuations in general economic and business conditions; costs or other factors adversely affecting the Company’s profitability; litigation involving patents, intellectual property, and other matters; potential changes in the legislative and regulatory environment; a pandemic or epidemic. The forward-looking statements contained in this release are also subject to other risks and uncertainties, including those more fully described in the Company’s filings with the Securities and Exchange Commission (“SEC”) from time to time. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. Such information speaks only as of the date of this release.
Investor Relations Contacts
Denny Tang
Chief Financial Officer
Scienjoy Holding Corporation
+86-10-64428188
ir@scienjoy.com
Tina Xiao
Ascent Investor Relations
+1 (917) 609-0333
tina.xiao@ascent-ir.com
Exhibit 99.2
Exclusive Option Agreement
This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of the day of June 1,2022 in Beijing, the People’s Republic of China (“China” or the “PRC”):
Party A:
Sixiang Infinite (Zhejiang) Culture Technology Co., Ltd., with its registered address at Room 1118, floor 11, building 3, No. 99, Wangzhou Road, Liangzhu street, Yuhang District, Hangzhou City, Zhejiang Province；
Party B:
Party B-1: HOU Sheng, with his identity card number of 220104197502163111；
Party B-2: XIE Yong, with his identity card number of 110108197710046374；
(Party B-1 and Party B-2, hereinafter collectively referred to as “Party B”)
Party C:
Sixiang Qiyuan (Hangzhou) Culture Technology Co., Ltd., with its registered address at Room 1106, floor 11, building 3, No. 99, Wangzhou Road, Liangzhu street, Yuhang District, Hangzhou City, Zhejiang Province;
In this Agreement, each of Party A, Party B and Party C shall be referred to as a “Party” respectively, and they shall be collectively referred to as the “Parties”.
WHEREAS:
Party B is a shareholder of Party C and as of the date hereof, holds 100% of equity interests of Party C in the aggregate, representing RMB1 million in the registered capital of Party C.
Now therefore, upon mutual discussion and negotiation, the Parties have reached the following agreement:
| 1. | Sale and Purchase of Equity Interest |
| 1.1 | Option Granted |
Party B hereby irrevocably agrees that, on the condition that it is permitted by the PRC laws, Party A has the right to require Party B to fulfill and complete all approval and registration procedures required under PRC laws for Party A to purchase, or designate one or more persons (each, a “Designee”) to purchase, Party B’s equity interests in Party C, once or at multiple times at any time in part or in whole at Party A’s sole and absolute discretion and at the price described in Section 1.3 herein (such right being the “Equity Interest Purchase Option”). Party A’s Equity Interest Purchase Option shall be exclusive. Except for Party A and the Designee(s), no other person shall be entitled to the Equity Interest Purchase Option or other rights with respect to the equity interests of Party B. Party C hereby agrees to the grant by Party B of the Equity Interest Purchase Option to Party A. The term “person” as used herein shall refer to individuals, corporations, partnerships, partners, enterprises, trusts or non-corporate organizations.
| 1.2 | Steps for Exercise of Equity Interest Purchase Option |
Subject to the provisions of the laws and regulations of China, Party A may exercise the Equity Interest Purchase Option by issuing a written notice to Party B (the “Equity Interest Purchase Option Notice”), specifying: (a) Party A’s decision to exercise the Equity Interest Purchase Option; (b) the portion of equity interests to be purchased from Party B (the “Optioned Interests”); and (c) the date for purchasing the Optioned Interests and/or the date for transfer of the Optioned Interests.
| 1.3 | Equity Interest Purchase Price |
The total price of the purchased equity interests held by Party B to be purchased by Party A shall be equal to the actual amount of registered capital paid by Party B for such purchased equity interests (or such price may be subject to the equity interest transfer contract otherwise entered into by and between Party A (or the Designee (s)) and Party B; provided, however, that such price does not violate the laws and regulations of the PRC and is approved by Party A); If Party A exercises the Option to purchase part of the Optioned Interests held by Party B in Party C, the Equity Interest Purchase Price shall be calculated on a pro rata basis. If when Party A exercises the Equity Interest Purchase Option, the PRC laws have mandatory provisions on the transfer price of the Optioned Interests, causing the minimum price permitted by law to be higher than the aforesaid price, the transfer price shall be the minimum price permitted by the PRC laws (collectively, the “Equity Interest Purchase Price”). If when Party A exercises the Equity Interest Purchase Option, the PRC laws have mandatory provisions on the transfer price of the Optioned Interests, causing the minimum price permitted by law to be higher than the aforesaid price, then the transfer price shall be the minimum price permitted by the PRC laws (collectively, the “Equity Interest Purchase Price”). Upon receipt by Party A and/or the Designee (s) of all approvals, registrations or filings relating to the Optioned Interests and all ownership documents relating to the Optioned Interests to the satisfaction of Party A and/or the Designee (s), Party A and/or the Designee (s) shall pay to Party B for the Equity Interest Purchase Price in cash.
| 1.4 | Transfer of Optioned Interests |
For each exercise of the Equity Interest Purchase Option:
| 1.4.1 | Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s); |
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| 1.4.2 | Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto. |
| 1.4.3 | Party B shall execute a share transfer contract (hereinafter referred to as the “Assignment Contract”) with respect to each transfer with Party A and/or each Designee (whichever is applicable), in accordance with the provisions of this Agreement and the Equity Interest Purchase Option Notice regarding the Optioned Interests; |
The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests to Party A and/or the Designee(s), unencumbered by any security interests, and cause Party A and/or the Designee(s) to become the registered owner(s) of the Optioned Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement and Party B’s Equity Pledge Agreement. “Party B’s Equity Pledge Agreement” as used in this Section and this Agreement shall refer to the Equity Pledge Agreement (“Equity Pledge Agreement”) executed by and among Party A, Party B and Party C as of the date hereof, whereby Party B pledges all of its equity interests in Party C to Party A, in order to guarantee Party C’s performance of its obligations under the Exclusive Business Corporation Agreement executed by and between Party C and Party A.
| 2. | Covenants |
| 2.1 | Covenants regarding Party C |
Party B (as the shareholders of Party C) and Party C hereby covenant as follows:
| 2.1.1 | Without the prior written consent of Party A, they shall not in any manner supplement, change or amend the articles of association and bylaws of Party C, increase or decrease its registered capital, or change its structure of registered capital in other manners; |
| 2.1.2 | They shall maintain Party C’s corporate existence in accordance with good financial and business standards and practices by obtaining and maintaining all the government permits and licenses required for Party C to conduct Business and prudently and effectively operating its business and handling its affairs; |
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| 2.1.3 | Without the prior written consent of Party A, they shall not at any time following the date hereof, sell, transfer, mortgage or dispose of in any manner any assets of Party C or legal or beneficial interest in the business or revenues of Party C, or allow the encumbrance thereon of any security interest; |
| 2.1.4 | Without the prior written consent of Party A, they shall not incur, inherit, guarantee or suffer the existence of any debt, except for (i) debts incurred in the ordinary course of business other than through loans; and (ii) debts disclosed to Party A for which Party A’s written consent has been obtained; |
| 2.1.5 | They shall always operate all of Party C’s businesses during the ordinary course of business to maintain the asset value of Party C and refrain from any action/omission that may affect Party C’s operating status and asset value; |
| 2.1.6 | Without the prior written consent of Party A, they shall not cause Party C to execute any major contract, except the contracts in the ordinary course of business (for purpose of this subsection, a contract with a price exceeding RMB500,000 shall be deemed a major contract); |
| 2.1.7 | Without the prior written consent of Party A, they shall not cause Party C to provide any person with any loan or credit; |
| 2.1.8 | They shall provide Party A with information on Party C’s business operations and financial condition at Party A’s request; |
| 2.1.9 | If requested by Party A, they shall procure and maintain insurance in respect of Party C’s assets and business from an insurance carrier acceptable to Party A, at an amount and type of coverage typical for companies that operate similar businesses; |
| 2.1.10 | Without the prior written consent of Party A, they shall not cause or permit Party C to merge, consolidate with, acquire or invest in any person; |
| 2.1.11 | Without the prior written consent of Party A, they shall not liquidate, dissolve or deregister Party C; |
| 2.1.12 | They shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Party C’s assets, business or revenue; |
| 2.1.13 | To maintain the ownership by Party C of all of its assets, they shall execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims; |
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| 2.1.14 | Without the prior written consent of Party A, they shall ensure that Party C shall not in any manner distribute dividends to its shareholders, provided that upon Party A’s written request, Party C shall immediately distribute all distributable profits to its shareholders; |
| 2.1.15 | Upon request by Party A, they shall appoint any Person designated by Party A as the director of Party C; |
| 2.1.16 | Without the written consent of Party A, they shall not engage in any business in competition with Party A or Party A’s Affiliates; and |
| 2.1.17 | Once the laws of China allow foreign investors to invest in the principle business of Party C in which they hold a controlling stake and/or in the form of wholly foreign-owned enterprises in China, and the relevant competent authorities of China begin to approve such investments, Party B shall immediately transfer its equity interest in Party C to Party A or the Designee (s) if Party A exercises the Equity Interest Option. |
| 2.2 | Covenants of Party B |
Party B hereby covenants as follows:
| 2.2.1 | Without the prior written consent of Party A, Party B shall not sell, transfer, mortgage or dispose of in any other manner any legal or beneficial interest in the equity interests in Party C held by Party B, or allow the encumbrance thereon of any security interest, except for the pledge placed on these equity interests in accordance with Party B’s Equity Pledge Agreement; |
| 2.2.2 | Party B shall cause the shareholders’ meeting and/or the board of directors of Party C not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the equity interests in Party C held by Party B, or allow the encumbrance thereon of any security interest, without the prior written consent of Party A, except for the pledge placed on these equity interests in accordance with Party B’s Equity Pledge Agreement; |
| 2.2.3 | Party B shall cause the shareholders’ meeting or the board of directors of Party C not to approve the merger or consolidation with any person, or the acquisition of or investment in any person, without the prior written consent of Party A; |
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| 2.2.4 | Party B shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to the equity interests in Party C held by Party B; |
| 2.2.5 | Party B shall cause the shareholders’ meeting or the board of directors of Party C to vote their approval of the transfer of the Optioned Interests as set forth in this Agreement and to take any and all other actions that may be requested by Party A; |
| 2.2.6 | To the extent necessary to maintain Party B’s ownership in Party C, Party B shall execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims; |
| 2.2.7 | Party B shall appoint any designee of Party A as director and/or executive director of Party C, at the request of Party A; |
| 2.2.8 | At the request of Party A at any time, Party B shall promptly and unconditionally transfer its equity interests in Party C to Party A’s Designee(s) in accordance with the Equity Interest Purchase Option under this Agreement, and Party B hereby waives its right of first refusal to the respective share transfer by the other existing shareholder of Party C; and |
| 2.2.9 | Party B shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by and among Party B, Party C and Party A, perform the obligations hereunder and thereunder, and refrain from any action/omission that may affect the effectiveness and enforceability thereof. If Party B has any remaining rights with respect to the equity interest under this Contract or the Equity Pledge Contract among the Parties hereto or the Entrustment Agreement granted in favor of Party A, Party B shall not exercise such rights unless with the written instructions given by Party A. |
| 2.2.10 | If approved by Party B in writing in accordance with this Agreement, Party B shall, based on the written request of Party A, distribute to Party A or the Designees(s) of Party A the equity interests acquired thereby as a registered shareholder of Party C, including but not limited to dividends or interest, and proceeds from transfer and disposal of equity interests |
| 3. | Representations and Warranties |
Party B and Party C hereby represent and warrant to Party A, jointly and severally, as of the date of this Agreement and each Date of Transfer, that:
| 3.1 | It is authorized to execute and deliver this Agreement and any Transfer Contracts and to perform its obligations under this Agreement and any Transfer Contracts. Party B and Party C agree to enter into Transfer Contracts consistent with the terms of this Agreement upon Party A’s exercise of the Equity Interest Purchase Option. This Agreement and the Transfer Contracts to which they are parties constitute or will constitute their legal, valid and binding obligations and shall be enforceable against them in accordance with the provisions thereof; |
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| 3.2 | The execution and delivery of this Agreement or any Transfer Contracts and the obligations under this Agreement or any Transfer Contracts shall not: (i) cause any violation of any applicable laws of China; (ii) be inconsistent with the articles of association, bylaws or other organizational documents of Party C; (iii) cause the violation of any contracts or instruments to which they are a party or which are binding on them, or constitute any breach under any contracts or instruments to which they are a party or which are binding on them; (iv) cause any violation of any condition for the grant and/or continued effectiveness of any licenses or permits issued to either of them; or (v) cause the suspension or revocation of or imposition of additional conditions to any licenses or permits issued to either of them; |
| 3.3 | Party B has a good and merchantable title to the equity interests in Party C he holds. Except for Party B’s Equity Pledge Agreement, Party B has not placed any security interest on such equity interests; |
| 3.4 | Party C has a good and merchantable title to all of its assets, and has not placed any security interest on the aforementioned assets; |
| 3.5 | Party C does not have any outstanding debts, except for (i) debt incurred in the ordinary course of business; and (ii) debts disclosed to Party A for which Party A’s written consent has been obtained. |
| 3.6 | There are no pending or threatened litigation, arbitration or administrative proceedings relating to the equity interests in Party C, assets of Party C or Party C. |
| 4. | Effective and Term |
This Contract shall become effective upon the date hereof, and remain effective for a term of 20 years. Upon the expiration of this Contract, if Party A does not intend to terminate this Contract, this Contract shall be automatically extended for one year; when the extended term ends, this Contract shall automatically enter into the extended term of the following year. Party A is entitled to terminate this Agreement at any time by sending a notice of termination 30 days in advance.
| 5. | Governing Law and Resolution of Disputes |
| 5.1 | Governing Law |
The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by the formally published and publicly available laws of China. Matters not covered by formally published and publicly available laws of China shall be governed by international legal principles and practices.
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| 5.2 | Methods of Resolutions of Disputes |
In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party’s request to the other Parties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to the China International Economic and Trade Arbitration Commission for arbitration, in accordance with its Arbitration Rules. The arbitration shall be conducted in Beijing, and the language used in arbitration shall be Chinese. The arbitration award shall be final and binding on all Parties.
| 6. | Taxes and Fees |
Each Party shall pay any and all transfer and registration tax, expenses and fees incurred thereby or levied thereon in accordance with the laws of China in connection with the preparation and execution of this Agreement and the Transfer Contracts, as well as the consummation of the transactions contemplated under this Agreement and the Transfer Contracts.
| 7. | Notices |
| 7.1 | All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent by registered mail, postage prepaid, by a commercial courier service or by facsimile transmission to the address of such Party set forth below. A confirmation copy of each notice shall also be sent by email. The dates on which notices shall be deemed to have been effectively given shall be determined as follows: |
| 7.1.1 | Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively given on the date of delivery or refusal at the address specified for notices. |
| 7.1.2 | Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically generated confirmation of transmission). |
| 7.2 | Any Party may at any time change its address for notices by a notice delivered to the other Parties in accordance with the terms hereof. |
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| 8. | 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 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 Party, 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 any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, 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. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.
| 9. | Further Warranties |
The Parties agree to promptly execute documents that are reasonably required for or are conducive to the implementation of the provisions and purposes of this Agreement and take further actions that are reasonably required for or are conducive to the implementation of the provisions and purposes of this Agreement.
| 10. | Miscellaneous |
| 10.1 | Amendment, change and supplement |
Any amendment, change and supplement to this Agreement shall require the execution of a written agreement by all of the Parties.
| 10.2 | Entire agreement |
Except for the amendments, supplements or changes in writing executed after the execution of this Agreement, this Agreement shall constitute the entire agreement reached by and among the Parties hereto with respect to the subject matter hereof, and shall supercede all prior oral and written consultations, representations and contracts reached with respect to the subject matter of this Agreement.
| 10.3 | Headings |
The headings of this Agreement are for convenience only, and shall not be used to interpret, explain or otherwise affect the meanings of the provisions of this Agreement.
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| 10.4 | Language |
This Agreement is written in both Chinese and English language in four copies, each Party having one copy with equal legal validity; in case there is any conflict between the Chinese version and the English version, the Chinese version shall prevail.
| 10.5 | Severability |
In the event that one or several of the provisions of this Agreement are found to be invalid, illegal or unenforceable in any aspect in accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected or compromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions.
| 10.6 | Successors |
This Agreement shall be binding on and shall inure to the interest of the respective successors of the Parties and the permitted assigns of such Parties.
| 10.7 | Survival |
| 10.7.1 | Any obligations that occur or that are due as a result of this Agreement upon the expiration or early termination of this Agreement shall survive the expiration or early termination thereof. |
| 10.7.2 | The provisions of Sections 5, 7, 8 and this Section 10.7 shall survive the termination of this Agreement. |
| 10.8 | Waivers |
Any Party may waive the terms and conditions of this Agreement, provided that such a waiver must be provided in writing and shall require the signatures of the Parties. No waiver by any Party in certain circumstances with respect to a breach by other Parties shall operate as a waiver by such a Party with respect to any similar breach in other circumstances.
—SIGNATURE PAGE FOLLOWS—
[Signature page to the Exclusive Option Agreement]
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Party A: Sixiang Infinite (Zhejiang) Culture Technology Co., Ltd.
| By: | ||
| Name: | HE Xiaowu | |
| Title: | Executive director&General manager |
[Signature page to the Exclusive Option Agreement]
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Party B:
Party B-1: HOU Sheng
| By: |
Party B-2: XIE Yong
| By: |
[Signature page to the Exclusive Option Agreement]
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Party C: Sixiang Qiyuan (Hangzhou) Culture Technology Co., Ltd.
| By: | ||
| Name: | HOU Sheng | |
| Title: | Executive director & General manager |
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Exhibit 99.3
Power of Attorney Agreement
This Power of Attorney Agreement (this “Agreement”) is made and executed by and between the following parties on June 1,2022 in the People’s Republic of China
Party A: Sixiang Infinite (Zhejiang) Culture Technology Co., Ltd.
Party B: HOU Sheng, with his identity card number of 220104197502163111
In this Agreement, each of Party A and Party B shall be hereinafter refer to as a “Party” respectively and as the “Parties” collectively.
WHEREAS:
| 1. | Party B is a holder of 51% of the entire registered capital in Sixiang Qiyuan (Hangzhou) Culture Technology Co., Ltd., (the “Sixiang Qiyuan”) (“Party B’s Shareholding”) |
| 2. | The Parties agree to execute the Control Documents including the Exclusive Business Cooperation Agreement, the Exclusive Option Agreement, the Share Pledge Agreement and this Agreement, etc. |
Party B hereby irrevocably authorizes and entrust Party A to exercise the following rights relating to Party B’s Shareholding during the term of this power of attorney:
Party A is hereby authorized to act in behalf of Party B as Party B’s exclusive agent and attorney with respect to all maters concerning Party B’s Shareholding, including without limitation to: (a)attend shareholder’s meetings of Sixiang Qiyuan; (b)exercise all the shareholder’s rights and shareholder’s voting rights Party B is entitled to under the laws of China and articles of Association of Sixiang Qiyuan, including but not limited to the sale or transfer or pledge or disposition of Party B’s Shareholding in part or in whole; and (c) designate and appoint on behalf of Party B the legal representative(chairperson), the director, the executive director, the supervisor, the chief executive officer and other senior management members of Sixiang Qiyuan.
Without limiting to the generality of the powers granted hereunder, Party A shall have the power and authority under this Agreement to execute the Transfer Contracts stipulated in Exclusive Option Agreement, to which Party B is required to be a party, and to effect the terms of the Share Pledge Agreement and Exclusive Option Agreement, both dated the date hereof, to which Party B is a Party.
All the actions associated with Party B’s Shareholding conducted by Party A shall be deemed as Party B’s own actions, and all the documents related to Party B’s Shareholding executed by Party A shall be deemed to be executed by Party B. Party B hereby acknowledge and ratify those actions and/or documents by Party A.
Party A is entitled to re-authorize or assign its rights related to the aforesaid matters to any other person or entity at its own discretion and without giving prior notice to Party B or obtaining Party B’s consent.
This Power of Attorney is coupled with an interest and shall be irrevocable and continuously valid from the date of execution of this Agreement, so long as Party B is a shareholder of Sixiang Qiyuan.
During the term of this Agreement, Party B hereby waive all the rights associated with Party B’s Shareholding, which have been authorized to Party A through this Agreement, and shall not exercise such rights by itself.
Party A hereby covenants and warrants that it shall obtain prior consent of the board of directors of Party A (including the consent of the directors appointed by the investors) before Party A exercises the above rights with respect to the equity interests in Party B each time. Without the prior consent of the board of directors of Party A or the ratification thereafter (including the consent of the directors appointed by the investors), Party A’s exercise of such rights shall be invalid from the beginning and Party A shall indemnify Party B for all losses suffered thereby.
Any dispute arising from the interpretation and performance of this Agreement shall be first resolved by the Parties through friendly consultation. If the Parties fail to agree upon the resolution of a dispute within 30 days after any Party makes a request to the other Parties for the resolution of the dispute through consultation, any Party may submit the dispute to the China International Economic and Trade Arbitration Commission for arbitration in accordance with the Commission’s arbitration rules then in effect. The arbitration venue shall be Beijing, and the language to be used in the Arbitration proceeding shall be Chinese. The arbitration award shall be final and binding on both Parties.
This Agreement is written in the Chinese language in duplicate with each Party holding one copy. And the copies shall have the same legal effect.
（The following is left blank intentionally）
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[Signature Page to Power of Attorney]
Party A: Sixiang Infinite (Zhejiang) Culture Technology Co., Ltd.
| By: | ||
| Name: | HE Xiaowu | |
| Title: | Executive director&General manager |
Party B: HOU Sheng
| By: |
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Exhibit 99.4
Power of Attorney Agreement
This Power of Attorney Agreement (this “Agreement”) is made and executed by and between the following parties on June 1,2022 in the People’s Republic of China
Party A: Sixiang Infinite (Zhejiang) Culture Technology Co., Ltd.
Party B: XIE Yong, with his identity card number of 110108197710046374
In this Agreement, each of Party A and Party B shall be hereinafter refer to as a “Party” respectively and as the “Parties” collectively.
WHEREAS:
| 1. | Party B is a holder of 49% of the entire registered capital in Sixiang Qiyuan (Hangzhou) Culture Technology Co., Ltd., (the “Sixiang Qiyuan”) (“Party B’s Shareholding”) |
| 2. | The Parties agree to execute the Control Documents including the Exclusive Business Cooperation Agreement, the Exclusive Option Agreement, the Share Pledge Agreement and this Agreement, etc. |
Party B hereby irrevocably authorizes and entrust Party A to exercise the following rights relating to Party B’s Shareholding during the term of this power of attorney:
Party A is hereby authorized to act in behalf of Party B as Party B’s exclusive agent and attorney with respect to all maters concerning Party B’s Shareholding, including without limitation to: (a)attend shareholder’s meetings of Sixiang Qiyuan; (b)exercise all the shareholder’s rights and shareholder’s voting rights Party B is entitled to under the laws of China and articles of Association of Sixiang Qiyuan, including but not limited to the sale or transfer or pledge or disposition of Party B’s Shareholding in part or in whole; and (c) designate and appoint on behalf of Party B the legal representative(chairperson), the director, the executive director, the supervisor, the chief executive officer and other senior management members of Sixiang Qiyuan.
Without limiting to the generality of the powers granted hereunder, Party A shall have the power and authority under this Agreement to execute the Transfer Contracts stipulated in Exclusive Option Agreement, to which Party B is required to be a party, and to effect the terms of the Share Pledge Agreement and Exclusive Option Agreement, both dated the date hereof, to which Party B is a Party.
All the actions associated with Party B’s Shareholding conducted by Party A shall be deemed as Party B’s own actions, and all the documents related to Party B’s Shareholding executed by Party A shall be deemed to be executed by Party B. Party B hereby acknowledge and ratify those actions and/or documents by Party A.
Party A is entitled to re-authorize or assign its rights related to the aforesaid matters to any other person or entity at its own discretion and without giving prior notice to Party B or obtaining Party B’s consent.
This Power of Attorney is coupled with an interest and shall be irrevocable and continuously valid from the date of execution of this Agreement, so long as Party B is a shareholder of Sixiang Qiyuan.
During the term of this Agreement, Party B hereby waive all the rights associated with Party B’s Shareholding, which have been authorized to Party A through this Agreement, and shall not exercise such rights by itself.
Party A hereby covenants and warrants that it shall obtain prior consent of the board of directors of Party A (including the consent of the directors appointed by the investors) before Party A exercises the above rights with respect to the equity interests in Party B each time. Without the prior consent of the board of directors of Party A or the ratification thereafter (including the consent of the directors appointed by the investors), Party A’s exercise of such rights shall be invalid from the beginning and Party A shall indemnify Party B for all losses suffered thereby.
Any dispute arising from the interpretation and performance of this Agreement shall be first resolved by the Parties through friendly consultation. If the Parties fail to agree upon the resolution of a dispute within 30 days after any Party makes a request to the other Parties for the resolution of the dispute through consultation, any Party may submit the dispute to the China International Economic and Trade Arbitration Commission for arbitration in accordance with the Commission’s arbitration rules then in effect. The arbitration venue shall be Beijing, and the language to be used in the Arbitration proceeding shall be Chinese. The arbitration award shall be final and binding on both Parties.
This Agreement is written in the Chinese language in duplicate with each Party holding one copy. And the copies shall have the same legal effect.
（The following is left blank intentionally）
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[Signature Page to Power of Attorney]
Party A: Sixiang Infinite (Zhejiang) Culture Technology Co., Ltd.
| By: | ||
| Name: | HE Xiaowu | |
| Title: | Executive director&General manager |
Party B: XIE Yong
| By: |
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Exhibit 99.5
Share Pledge Agreement
This Share Pledge Agreement (this “Agreement”) has been executed by and among the following parties on June 1,2022 in Beijing, the People’s Republic of China (“China” or the “PRC”)
Party A: Sixiang Infinite (Zhejiang) Culture Technology Co., Ltd. (hereinafter “Pledgee”)
Address: Room 1118, floor 11, building 3, No. 99, Wangzhou Road, Liangzhu street, Yuhang District, Hangzhou City, Zhejiang Province
Party B: hereinafter the “Pledgor”
Party B-1: HOU Sheng (侯晟)
ID No.: 220104197502163111
Party B-2: XIE Yong(谢勇)
ID No.: 110108197710046374
(Party B-1 and Party B-2 shall be hereinafter referred to as “Party B” collectively)
Party C: Sixiang Qiyuan (Hangzhou) Culture Technology Co., Ltd.
Address:
In this Agreement, each of Pledgee, Pledgor and Party C shall be referred to as a “Party” respectively, and they shall be collectively referred to as the “Parties”.
WHEREAS:
| 1. | Pledgor holds 100%of the equity interest in Party C, representing the registered capital of Party C of RMB 1,000,000. Party C is a limited liability company registered in Hangzhou, China. Party C acknowledges the respective rights and obligations of Pledgor and Pledgee under this Agreement, and intends to provide any necessary assistance in registering the Pledge; |
| 2. | Pledgee is a wholly foreign-owned enterprise registered in China. Pledgee and Party C have executed an Exclusive Business Cooperation Agreement, Pledgor has executed an Power of Attorney Agreement, Parties have executed an Exclusive Option Agreement. |
| 3. | To ensure that Party C and the Pledgor fully perform its obligations under the Exclusive Business Cooperation Agreement, Exclusive Option Agreement, Power of Attorney Agreement , Pledgor hereby pledges to the Pledgee all of the equity interest he holds in Party C as security for performance of the obligations by Party C and the Pledgor under the Business Cooperation Agreement |
To perform the Exclusive Business Cooperation Agreement, the Parties mutually agree to execute this Agreement upon the following terms:
| 1. | Definition |
Unless otherwise provided herein, the terms below shall have the following meanings:
| 1.1 | Pledge: shall refer to the security interest granted by Pledgor to Pledgee pursuant to Article 2 of this Agreement, i.e., the right of Pledgee to be compensated on a preferential basis with the conversion, auction or sales price of the Equity Interest. |
| 1.2 | Pledged Equity: should refer to all of the equity interest lawfully now held and hereafter acquired by Pledgor in Party C , that is, Party B-1 holds 51% of the equity in Party C, and Party B-2 holds 49% of the equity in Party C |
| 1.3 | Term of Pledge: shall refer to the term set forth in Section 3.2 of this Agreement. |
| 1.4 | Transaction Document: refers to the Exclusive Business Cooperation Agreement signed by Party C and the Pledgee on June 1,2022 (“Exclusive Business Cooperation Agreement”); the Exclusive Option Agreement (“Exclusive Option Agreement “) signed by Pledgor, Party C and the Pledgee on June 1,2022; the Power of Attorney Agreements signed by the Pledgee and Pledgor on June 1,2022 (“Power of Attorney Agreement”), As well as any modifications, revisions and / or restatements of the aforementioned documents. |
| 1.5 | Contract Obligations: shall refers to all obligations of the Pledgee and the Party C under the Transaction Documents and this Agreement. |
| 1.6 | Guaranteed Debt: shall refers to all direct, indirect, derivative losses and loss of predictable benefits suffered by the Pledgee due to any breach of contract by the Pledgor and / or Party C under the transaction documents. The basis for the amount of these losses includes but is not limited to the Pledgee ’s reasonable business plan and profit forecast, the service fees payable by Party C under the Exclusive Business Cooperation Agreement, the breach of compensation and related fees under the Transaction Documents. |
| 1.7 | Event of Default: shall refer to any of the circumstances set forth in Article 7 of this Agreement |
| 1.8 | Notice of Default: shall refer to the notice issued by Pledgee in accordance with this Agreement declaring an Event of Default. |
| 2. | The Pledge |
| 2.1 | The pledger hereby agrees to pledge the Pledged Equity to the pledgee in accordance with this Agreement as a guarantee for the performance of contractual obligations and the repayment of secured debts. Party C hereby agrees that the Pledgor shall pledge the Pledged Equity to the pledgee in accordance with the provisions of this Agreement |
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| 2.2 | During the term of pledge, unless prohibited by applicable laws and regulations, the Pledgee has the right to receive dividends or dividends from the Pledged Equity. Without the prior written consent of the Pledgee, the Pledger shall not receive dividends or dividends on the pledged shares. Dividends or dividends received by the Pledgor due to the Pledged Equity shall be deposited in the pledgee ’s designated account according to the pledgee ’s requirements after deducting the personal income tax paid by the pledgee (1) due to the obligation of the guarantee contract and the first payment of the Guaranteed debt; or (2) within the scope not prohibited by PRC law, such dividends and dividends are unconditionally presented to the Pledgee or the person designated by the Pledgee in a manner permitted by PRC law |
| 2.3 | With the prior written consent of the Pledgee, the Pledgor may increase capital to Party C. The Pledgee’s increased capital in the company, and the increased capital contribution in the company’s registered capital also belongs to the Pledged Equity, the Parties should sign a further pledge agreement for this, and pledge registration for the increased investment. |
| 2.4 | If Party C is disbanded or liquidated in accordance with the mandatory provisions of PRC law, and after Party C completes the dissolution or liquidation procedures according to law, any benefits allocated by the Pledgor from Party C according to law shall be deposited in accordance with the pledgee ’s requirements (1) supervised by the Pledgee, and used to guarantee Contract Obligations and first pay off the secured debt; (2) to the extent not prohibited by PRC law, unconditionally gifted to the Pledgee or person designated by the Pledgee in a manner permitted by PRC law. |
| 3. | Term of Pledge |
| 3.1 | The Pledge shall become effective on such date when the pledge of the Equity Interest contemplated herein has been registered’ with relevant administration for industry and commerce (the “AIC”). The Pledge shall be continuously valid until all payments due under this agreement have been fulfilled by Party C. Pledgor and Party C shall (1) register the Pledge in the shareholders’ register of Party C within 3 business days following the execution of this Agreement, and (2) submit an application to the AIC for the registration of the Pledge of the Equity Interest contemplated herein within 30 business days following the execution of this Agreement. The parties covenant that for the purpose of registration of the Pledge, the parties hereto and all other shareholders of Party C shall submit to the AIC this Agreement or an equity interest pledge contract in the form required by the AIC at the location of Party C which shall truly reflect the information of the Pledge hereunder (the “AIC Pledge Contract”). For matters not specified in the AIC Pledge Contract, the parties shall be bound by the provisions of this Agreement. Pledgor and Party C shall submit all necessary documents and complete all necessary procedures, as required by the PRC laws and regulations and the relevant AIC, to ensure that the Pledge of the Equity Interest shall be registered with the AIC as soon as possible after filing |
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| 3.2 | During the Term of Pledge, in the event Pledgor and / or Party C fails to pay the exclusive consulting or service fees in accordance with the Business Cooperation Agreement, Pledgee shall have the right, but not the obligation, to dispose of the Pledge in accordance with the provisions of this Agreement |
| 4. | Custody of Records for Equity Interest subject to Pledge |
During the Term of Pledge set forth in this Agreement, Pledgor shall deliver to Pledgee’s custody the capital contribution certificate for the Equity Interest and the shareholders’ register containing the Pledge within three(3) days from the execution of this Agreement. Pledgee shall have custody of such items during the entire Term of Pledge set forth in this Agreement. During the Pledge Term, the Pledgee has the right to collect the dividends arising from the Equity Interests.
| 5. | Representations and Warranties of Pledgor and Party C |
The Pledgor and Party C hereby jointly and separately state and guarantee the following to Party A on the date of signing of this Agreement as follows
| 5.1 | Pledgor is the sole legal and beneficial owner of the Equity Interest. Pledgee shall have the right to dispose of and transfer the Equity Interest in accordance with the provisions set forth in this Agreement. |
| 5.2 | Both the Pledgor and Party C shall hnve all the powers, capabilities and authorizations to sign and deliver this Agreement and perform their obligations under this Agreement. Once this Agreement is signed, it constitutes a legal, effective and binding obligation for the pledgee and party C, and can be enforced according to its terms. |
| 5.3 | Except for the Pledge, Pledgor has not placed any security interest or other encumbrance on the Equity Interest. |
| 5.4 | Pledgor and Party C have obtained the consent and approval of the government department and third party for the signing, delivery and performance of this Agreement (if required). |
| 5.5 | The signing, delivery and performance of this Agreement shall not: (i) lead to violation of any relevant PRC laws; (ii) conflict with Party C’s articles of association or other organizational documents; (iii) cause violation of whether it is a party or binding on it Any contract or document that constitutes a force, or constitutes a breach of contract under any contract or document that is a party or binding on it; (iv) resulting in a violation of any license or approved grant to any party and / or continued validity Any conditions of; or (v) cause any license or approval issued to any party to be suspended or revoked or conditional |
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| 6. | Covenants and Further Agreements of Pledgor Party C |
| 6.1 | Pledgor and Party C shall jointly and separately covenants to the Pledgee, Pledgor and Party C shall: |
| 6.1.1 | not transfer the Equity Interest, place or permit the existence of any security interest or other encumbrance on the Equity Interest, without the prior written consent of Pledgee, except for the performance of the Transaction Document. |
| 6.1.2 | comply with the provisions of all laws and regulations applicable to the pledge of rights, and within five(5) days of receipt of any notice, order or recommendation issued or prepared by relevant competent authorities regarding the Pledge, shall present the aforementioned notice, order or recommendation to Pledgee, and shall comply with the aforementioned notice, order or recommendation or submit objections and representations with respect to the aforementioned matters upon Pledgee’s reasonable request or upon consent of Pledgee |
| 6.1.3 | promptly notify Pledgee of any event or notice received by Pledgor or Party C that may have an impact on Pledgee’s rights to the Equity Interest or any portion thereof, as well as any event or notice received by Pledgor or Party C that may have an impact on any guarantees and other obligations of Pledgor arising out of this Agreement |
| 6.1.4 | Party C shall complete the registration procedures for extending the operating period within three (3) months before the expiration of its operating period, so that the validity of this Agreement can be sustained |
| 6.2 | Pledgor agrees that the rights acquired by Pledgee in accordance with this Agreement with respect to the Pledge shall not be interrupted or harmed by Pledgor or any heirs or representatives of Pledgor or any other persons through any legal proceedings |
| 6.3 | To protect or perfect the Contract Obligations and Guaranteed Debt guarantees of this Agreement, Pledgor hereby undertakes to execute in good faith and to cause other parties who have an interest in the Pledge to execute all certificates, agreements, deeds and/or covenants required by Pledgee. Pledgor also undertakes to perform and to cause other parties who have an interest in the Pledge to perform actions required by Pledgee, to facilitate the exercise by Pledgee of its rights and authority granted thereto by this Agreement, and to enter into all relevant documents regarding ownership of Equity Interest with Pledgee or designee(s) of Pledgee (natural persons/legal persons). Pledgor undertakes to provide Pledgee within a reasonable time with all notices, orders and decisions regarding the Pledge that are required by Pledgee. |
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| 6.4 | Pledgor hereby undertakes to comply with and perform all guarantees, promises, agreements, representations and conditions under this Agreement. In the event of failure or partial performance of its guarantees, promises, agreements, representations and conditions, Pledgor shall indemnify Pledgee for all losses resulting therefrom |
| 7. | Event of Breach |
| 7.1 | The following circumstances shall be deemed Event of Default: |
| 7.1.1 | Pledgor has committed a material breach of any provisions of Transaction Documents and / or this Agreement; |
| 7.1.2 | Party C has committed a material breach of any provisions of Transaction Documents and / or this Agreement; |
| 7.2 | Upon notice or discovery of the occurrence of any circumstances or event that may lead to the aforementioned circumstances described in Section 7.1, Pledgor shall immediately notify Pledgee in writing accordingly |
| 7.3 | Unless an Event of Default set forth in this Section 7.1 has been successfully resolved to Pledgee’s satisfaction within twenty (20) days after the Pledgee delivers a notice to the Pledgor requesting ratification of such Event of Default, Pledgee may issue a Notice of Default to Pledgor in writing at any time thereafter, demanding the Pledgor to immediately dispose of the Pledge in accordance with the provisions of Article 8 of this Agreement. |
| 7.4 | If Pledgor or Party C substantially violates any agreement under this Agreement, or fails to perform, incompletely performs or delays the performance of any of the obligations under this Agreement, it constitutes a breach by the Pledgor or Party C under this Agreement (as the case may be). |
| 7.5 | Unless otherwise provided by law, the Pledgor or Party C shall not unilaterally terminate or terminate this Agreement under any circumstances. |
| 8. | Exercise of Pledge |
| 8.1 | Pledgee may issue a Notice of Default to Pledgor when exercising the Pledge. |
| 8.2 | Subject to the provisions of Section 7.3, Pledgee may exercise the right to enforce the Pledge at the same time or at any time after the issuance of the Notice of Default in accordance with Section 7.2. |
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| 8.3 | After issuing the notice of breach of contract in accordance with Article 8.1, the Pledgee shall have the right to exercise all the rights of remedy for breach of contract in accordance with PRC laws, Transaction Documents and the terms of this Agreement, including but not limited to the discounted price of the pledged equity or the price obtained by auction or sale of the Pledged Equity to receive priority Pay. |
| 8.4 | The Pledgee shall give priority to the payment of taxes and fees due to the disposal of the Pledged Equity, and perform the Contract Obligations and repay the Guaranteed Debts to the pledgee. If there is a balance after deducting the above amount, the Pledgee shall return the balance to the Pledgee or other persons who have rights to the amount according to the relevant laws or regulations, or withdraw to the notary office where the Pledgor is located, and any expenses arising therefrom should be fully borne by the Pledgor; to the extent not prohibited by PRC law, the Pledgor shall unconditionally donate the above funds to the Pledgee or the person designated by the Pledgee in a manner permitted by PRC law. |
| 8.5 | The Pledgee shall have the right to exercise any relief for breach of contract simultaneously or successively. Under this Agreement, the Pledgee is not required to exercise other remedies for breach of contract before exercising the right of priority compensation from discount, auction or sale of Pledged Equity. |
| 8.6 | The Pledgee shall have the right to appoint its lawyer or other agent to exercise its pledge in writing, and the Pledgor or Party C shall not raise any objection. |
| 8.7 | When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement |
| 9. | Assignment |
| 9.1 | Without Pledgee’s prior written consent, Pledgor and Party C shall not have the right to assign or delegate its rights and obligations under this Agreement |
| 9.2 | This Agreement shall be binding on Pledgor and its successors and permitted assigns, and shall be valid with respect to Pledgee and each of its successors and assigns. |
| 9.3 | At any time, Pledgee may assign any and all of its rights and obligations under the Transaction Document and this Agreement to its designee(s), in which case the assigns shall have the rights and obligations of Pledgee under this Transaction Document and Agreement, as if it were the original party to these Agreements. |
| 9.4 | In the event of a change in Pledgee due to an assignment, Pledgor and / or Party C shall, at the request of Pledgee, execute a new pledge agreement with the new pledgee on the same terms and conditions as this Agreement, and register the same with the relevant AIC |
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| 9.5 | Pledgor and / or Party C shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by the Parties hereto or any of them, including the Transaction Document, perform the obligations hereunder and thereunder, and refrain from any action/omission that may affect the effectiveness and enforceability thereof. Any remaining rights of Pledgor with respect to the Equity Interest pledged hereunder shall not be exercised by Pledgor except in accordance with the written instructions of Pledgee. |
| 10. | Termination |
| 10.1 | Upon the Pledgor and Party C have fully and completely fulfilled all Contract Obligation and paid off all the Guaranteed Debts, the Pledgee shall, in accordance with the request of the Pledgor, release the pledge of the Pledged Equity under this Agreement as soon as reasonably practicable, and cooperates with the Pledgor to cancel the registration of the equity pledge of Party C with the AIC. |
| 10.2 | The provisions of Articles 7, 12, 13 of this Agreement and this Article shall continue to be effective after the termination of this Agreement |
| 11. | Handling Fees and Other Expenses |
All fees and out of pocket expenses relating to this Agreement, including but not limited to legal costs, costs of production, stamp tax and any other taxes and fees, shall be borne by Party C. If the applicable law requires the Pledgee to bear certain related taxes and expenses, the Pledgor shall prompt Party C to fully repay the taxes and expenses paid by the pledgee.
| 12. | 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 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 Party, 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 any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, 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. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason
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| 13. | Governing Law and Resolution of Disputes |
| 13.1 | The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by the laws of China |
| 13.2 | In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party’s request to the other Parties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to the China International Economic and Trade Arbitration Commission for arbitration, in accordance with its Arbitration Rules. The arbitration shall be conducted in Beijing, and the language used in arbitration shall be PRC. The arbitration award shall be final and binding on all Parties. |
| 13.3 | Upon the occurrence of any disputes arising from the construction and performance of this Agreement or during the pending arbitration of any dispute, except for the matters under dispute, the Parties to this Agreement shall continue to exercise their respective rights under this Agreement and perform their respective obligations under this Agreement. |
| 14. | Notices |
| 14.1 | All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent by registered mail, postage prepaid, by a commercial courier service or by facsimile transmission to the address of such party set forth below. A confirmation copy of each notice shall also be sent by E-mail. The dates on which notices shall be deemed to have been effectively given shall be determined as follows： |
| 14.1.1 | Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively given on the date of delivery or refusal at the address specified for notices. |
| 14.1.2 | Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically generated confirmation of transmission) |
| 14.2 | Any Party may at any time change its address for notices by a notice delivered to the other Parties in accordance with the terms hereof. |
| 15. | Severability |
In the event that one or several of the provisions of this Contract are found to be invalid, illegal or unenforceable in any aspect in accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Contract shall not be affected or compromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions
| 16. | Effectiveness. |
| 16.1 | This Agreement shall take effect on the date the parties sign. Any amendments, changes and supplements to this Agreement shall be in writing and shall become effective upon completion of the governmental filing procedures (if applicable) after the affixation of the signatures or seals of the Parties. |
| 16.2 | This Agreement is written in Chinese in four copies. Each copy of this Agreement shall have equal validity. |
(The following blank is left intentionally)
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IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Equity Interest Pledge Agreement as of the date first above written.
Party A: Sixiang Infinite (Zhejiang) Culture Technology Co., Ltd.
| By: | ||
| Name: | HE Xiaowu | |
| Title: | Executive director&General manage |
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IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Equity Interest Pledge Agreement as of the date first above written
Party B:
Party B-1:HOU Sheng
| By: |
Party B-2:XIE Yong
| By: |
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IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Equity Interest Pledge Agreement as of the date first above written
Party C: Sixiang Qiyuan (Hangzhou) Culture Technology Co., Ltd.
| By: | ||
| Name: | HOU Sheng | |
| Title: | Executive director&General manager |
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Exhibit 99.6
Exclusive Business Cooperation Agreement
This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on June 1,2022 in Beijing, the People’s Republic of China (“China” or the “PRC”).
Party A: Sixiang Infinite (Zhejiang) Culture Technology Co., Ltd.
Address: Room 1118, floor 11, building 3, No. 99, Wangzhou Road, Liangzhu street, Yuhang District, Hangzhou City, Zhejiang Province
Party B: Sixiang Qiyuan (Hangzhou) Culture Technology Co., Ltd.
Address: Room 1106, floor 11, building 3, No. 99, Wangzhou Road, Liangzhu street, Yuhang District, Hangzhou City, Zhejiang Province
Each of Party A and Party B shall be hereinafter referred to as a “Party” respectively, and as the “Parties” collectively.
WHEREAS:
| 1. | Party A is a wholly-foreign-owned enterprise established in China, and has the necessary resources to provide technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Software development; Computer system services; Data processing services; Organize cultural and artistic exchange activities; Socio economic advisory services; Market Research (excluding foreign-related research); Translation services; Corporate image planning; Professional design services; Advertising production; Advertisement release; Conference and exhibition services; Technology import and export; Literary and artistic creation; Computer and office equipment maintenance; Software sales; Wholesale of computer software, hardware and auxiliary equipment; Retail of household appliances; Stationery retail; Sales of electronic products; Sales of general merchandise; Sales of office equipment consumables; Calculator equipment sales; Clothing retail; Cosmetics retail; Furniture sales; Internet sales (except for the sale of goods requiring permission) (except for items subject to approval according to law, business activities shall be carried out independently by virtue of the business license according to law). |
| 2. | Party B is a company with exclusively domestic capital registered in China and may engage in Internet cultural activities; Sales of electronic products; Artificial intelligence application software development; Calculator equipment sales; Retail of electronic components; Information system operation and maintenance services; Information system integration service; Software sales; Internet of things equipment sales; Sales of information security equipment; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Sales of smart home consumer devices; Information technology consulting services; Network equipment sales; Software development; Wholesale of computer software, hardware and auxiliary equipment; Retail of computer software, hardware and auxiliary equipment; Conference and exhibition services; Computer system services; Retail of household appliances; Stationery retail; Sales of general merchandise; Sales of office equipment consumables; Sales of special electronic equipment; Furniture sales; Sales of office supplies; Sales of Arts and crafts and ceremonial articles (except ivory and its products); Lamp sales; Outdoor products sales; Sales of toys, animation and entertainment products; Retail of shoes and hats; Internet sales (except for sales of goods requiring license); Sales of daily sundries; Sales of communication equipment; Sales of daily chemical products; Sales of daily necessities; Retail of sporting goods and equipment; Clothing retail; Sales of office equipment; Cosmetics retail; Sales of furniture spare parts; Sales of household appliances; Toy sales; Data processing services; Consulting and planning services; Socio economic advisory services; Enterprise management consulting; Enterprise management; Information consulting services (excluding licensed information consulting services); Organize cultural and artistic exchange activities; Other cultural and art brokerage agents; Professional design services; Graphic design; Corporate image planning; Translation services; Advertising production; Advertisement release (except for projects subject to approval according to law, business activities shall be carried out independently according to law with the business license). License project: network culture operation; Retail of publications; Category II value-added telecommunication services; Food sales; Commercial performance; Performance broker; Production and operation of radio and television programs; Internet information services (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments, and the specific business projects shall be subject to the approval results) ( the " Principal Business "). |
| 3. | Party A is willing to provide Party B with technical support, consulting services and other commercial services on exclusive basis in relation to the Principal Business during the term of this Agreement, utilizing its advantages in technology, human resources, and information, and Party B is willing to accept such services provided by Party A or Party A's designee(s), each on the terms set forth herein. |
Now, therefore, through mutual discussion, the Parties have reached the following agreements:
| 1. | Services Provided by Party A |
| 1.1 | Party B hereby appoints Party A as Party B's exclusive services provider to provide Party B with complete technical support, business support and related consulting services during the term of this Agreement, in accordance with the terms and conditions of this Agreement, including but not limited to : |
| (1) | Licensing Party B to use any technology or software in relation to the Principal Business legally owned by Party A; |
| (2) | Designing, developing, maintaining and updating technology required by the Principal Business of Party B, and provide relevant technology consultancy and technical services; |
| (3) | Designing, installation, daily management, maintenance and updating of computer network systems and relevant database; |
| (4) | Technical support and training for employees of Party B; |
| (5) | Assisting Party B in collection and research of technology and market information (excluding market research business that wholly foreign-owned enterprises are restricted from conducting under PRC law); and |
| (6) | Providing business management consultation for Party B; |
| (7) | Providing marketing and promotion services for Party B; |
| (8) | Development and testing of new products; and |
| (9) | Other services requested by Party B from time to time to the extent permitted under PRC law. |
| 1.2 | Party B agrees to accept all the consultations and services provided by Party A. Party A may appoint its affiliates or other qualified service providers who may enter into some agreements described in Section 1.3 with Party B, to provide Party B with the consultations and/or services under this Agreement. Party B further agrees that unless with Party A’s prior written consent, during the term of this Agreement, Party B shall not directly or indirectly accept the same or any similar consultations and/or services provided by any third party and shall not establish similar corporation relationship with any third party regarding the matters contemplated by this Agreement. |
| 1.3 | Service Providing Methodology |
| 1.3.1 | Party A and Party B agree that during the term of this Agreement, where necessary, Party B may enter into further technical service agreements or consulting service agreements with Party A or any other party designated by Party A, which shall provide the specific contents, manner, personnel, and fees for the specific technical services and consulting services. |
| 1.3.2 | To fulfill this Agreement, Party A and Party B agree that during the term of this Agreement, where necessary, Party B may enter into equipment or property leases and/or intellectual property right (including but not limited to software, trademarks, patents or know-how) license agreements with Party A or any other party designated by Party A which shall permit Party B to use Party A's or its designee’s relevant equipment or property based on the needs of the business of Party B. |
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| 1.3.3 | Party B hereby grants to Party A an irrevocable and exclusive option to purchase from Party B, at Party A’s sole discretion, any or all of the assets and business of Party B, to the extent permitted under PRC law, and at the lowest purchase price permitted by PRC law. The Parties shall then enter into a separate assets or business transfer agreement, specifying the terms and conditions of the transfer of the assets. |
| 2. | The Calculation and Payment of the Service Fees |
| 2.1 | The fees payable by Party B to Party A during the term of this Agreement shall be calculated as follows: |
| 2.1.1 | With respect to the services provided by Party A hereunder, Party B shall pay Party A the service fee on a monthly basis (or at such other time as the Parties may otherwise agree). The Service Fees payable on a monthly basis (or within such other period as otherwise agreed upon by the Parties) shall consist of management fees and fees for services provided, and the specific amounts of which shall be reasonably determined by Party A according to the following factors. Party A may separately issue a confirmation letter and/or bills to Party B, indicating the amount of Service Fees payable for each service period. The specific amount of Service Fees may be agreed in the relevant separate contract executed by the Parties. |
| (1) | The complexity and difficulty of the services; |
| (2) | Grading of Party A’s employees and time needed for rendering the services; |
| (3) | The exact content, scope and commercial value of the services; |
| (4) | The market price of the services of the same kind; and |
| (5) | Operation Status of Party B. |
| 2.1.2 | If Party A transfers or licenses technology to Party B or develops software or other technology as entrusted by Party B or leases equipment or properties to Party B, the technology transfer price, license price, development fees or rent shall be otherwise determined by the Parties based on the actual situations and/or provided in relevant separate contracts executed by the Parties. |
| 3. | Intellectual Property Rights and Confidentiality Clauses |
| 3.1 | To the extent permitted under the PRC laws, Party A shall have exclusive and proprietary rights and interests in all rights, ownership, interests and intellectual properties arising out of or created during the performance of this Agreement, including but not limited to copyrights, patents, patent applications, software, technical secrets, trade secrets and others. Unless expressly authorized by Party A, Party B shall not have any rights or interest in any intellectual property rights belonging to Party A used by Party A to provide services hereunder. To secure the rights of Party A under this Article, if necessary, Party B shall execute all appropriate documents, take all appropriate actions, submit all applications and filings, render all appropriate assistance and otherwise conduct whatever is necessary as deemed by Party A at its sole discretion for the purposes of vesting any ownership, right or interest of any such intellectual property rights or intangible assets in Party A, and/or perfecting the protections for any such intellectual property rights or intangible assets of Party A (including registering such intellectual property rights or intangible assets under the name of Party A). |
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| 3.2 | 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 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 Party, 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 any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, 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. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. |
| 4. | Representations and Warranties |
| 4.1 | Party A hereby represents and warrants as follows: |
| 4.1.1 | Party A is a wholly owned foreign enterprise legally registered and validly existing in accordance with the laws of China. Party A or the service providers designated by Party A, if necessary, will obtain all government permits and licenses necessary for providing the service under this Agreement before providing such services. |
| 4.1.2 | Party A has taken all necessary corporate actions, obtained all necessary authorization and the consent and approval from third parties and government agencies (if any) for the execution and performance of this Agreement. Party A’s execution and performance of this Agreement do not violate any explicit requirements under any law or regulation binding on Party A. |
| 4.1.3 | This Agreement constitutes Party A's legal, valid and binding obligations, enforceable in accordance with its terms. |
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| 4.2 | Party B hereby represents and warrants as follows: |
| 4.2.1. | Party B is a company legally registered and validly existing in accordance with the laws of China and has obtained the relevant permit and license for engaging in the Principal Business in a timely manner. |
| 4.2.2. | Party B has taken all necessary corporate actions, obtained all necessary authorization and the consent and approval from third parties and government agencies (if any) for the execution and performance of this Agreement. Party B’s execution and performance of this Agreement do not violate any explicit requirements under any law or regulation binding on Party A. |
| 4.2.3. | This Agreement constitutes Party B's legal, valid and binding obligations, and shall be enforceable against it. |
| 5. | Effectiveness and Termination |
| 5.1 | This Agreement shall become effective upon execution by the parties and have a term of 20 years. If Party A does not intend to terminate this Agreement upon the expiration of this Agreement, this Agreement shall be automatically extended for one year; when the extended term ends, this Agreement shall automatically enter the extended term of the next year. Party A is entitled to terminate this Agreement at any time by sending a notice of termination 30 days in advance. |
| 5.2 | During the term of this Agreement, each Party shall renew its operation term in a timely manner before the expiration thereof and shall make its best efforts to obtain the renewal approval from and complete the registration of the renewal with competent authorities so as to enable this Agreement to remain effective. This Agreement shall be terminated upon the expiration of the operation term of a Party if the application for the renewal of its operation term is not approved by any competent authorities. |
| 5.3 | The rights and obligations of the Parties under Articles 3, 7 and 7 shall survive the termination of this Agreement. |
| 6. | Governing Law and Resolution of Disputes |
| 6.1 | The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by the laws of China. |
| 6.2 | In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute, either Party may submit the relevant dispute to the China International Economic and Trade Arbitration Commission for arbitration, in accordance with its Arbitration Rules. The arbitration shall be conducted in Beijing. The arbitration award shall be final and binding on all Parties. |
| 6.3 | Upon the occurrence of any disputes arising from the construction and performance of this Agreement or during the pending arbitration of any dispute, except for the matters under dispute, the Parties to this Agreement shall continue to exercise their respective rights under this Agreement and perform their respective obligations under this Agreement. |
| 7. | Liabilities for Breach and Indemnification |
| 7.1 | If Party B materially breaches any provision of this Agreement, or fails to perform, fully performs or delays the performance of any obligation hereunder, such breach or failure shall constitute a default of Party B hereunder. Party A shall be entitled to request Party B to make corrections or remedies. If Party B fails to rectify or remedy such default within ten (10) days after Party A delivers a written notice to Party B and makes a remedy request (or other reasonable time limit required by Party A), Party A shall have the right to: (a) terminate this Agreement in its sole discretion and request Party B to fully compensate its damages; or (b) Request Party B to perform its obligations hereunder and request Party B to indemnify all damages. This article is without prejudice to any other rights of Party A hereunder. |
| 7.2 | Party B shall indemnify and hold harmless Party A from any losses, injuries, obligations or expenses caused by any lawsuit, claims or other demands against Party A arising from or caused by the consultations and services provided by Party A to Party B pursuant this Agreement, except where such losses, injuries, obligations or expenses arise from the gross negligence or willful misconduct of Party A. |
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| 8. | Force Majeure |
| 8.1 | In the case of any events of force majeure (the “Force Majeure”) such as earthquakes, typhoons, floods, fires, epidemics, wars, riots, strikes or any other events that cannot be predicted and are unpreventable and unavoidable by the affected Party, which cause the failure of either Party to perform or completely perform this Agreement or delay the performance thereof, the Party affected by such Force Majeure shall not be held liable. Provided that the affected Party shall promptly and without delay give written notice to the other Party and shall, within fifteen (15) days after such notice is given, provide details of the Force Majeure Event and relevant supporting documents to the other Party, explaining the reasons for such failure of, failure to fully perform or delay of performance. |
| 8.2 | If such Party claiming Force Majeure fails to notify the other Party and furnish it with proof pursuant to the above provision, such Party shall not be excused from any liability for any inability to perform, or full perform, or delay in performing, its obligations under this Agreement. The Party so affected by the event of Force Majeure shall use reasonable efforts to minimize the consequences of such Force Majeure and to promptly resume performance hereunder whenever the causes of such excuse are cured. Should the Party so affected by the event of Force Majeure fail to resume performance hereunder when the causes of such excuse are cured, such Party shall be liable to the other Party. |
| 8.3 | In the event of Force Majeure, the Parties shall immediately consult with each other to find an equitable solution and shall use all reasonable efforts to minimize the consequences of such Force Majeure. |
| 9. | Notices |
| 9.1 | All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent by registered mail, postage prepaid, by a commercial courier service or by facsimile transmission to the address of such Party set forth below. A confirmation copy of each notice shall also be sent by email. The dates on which notices shall be deemed to have been effectively given shall be determined as follows |
| 9.1.1 | Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively given on the date of delivery or refusal at the address specified for notices. |
| 9.1.2 | Notices given by courier service, registered mail or prepaid postage, shall be deemed effectively given on the date they are received, rejected or returned for any reason at the address set forth below. |
| 9.2 | Any Party may at any time change its address for notices by a notice delivered to the other Party in the manner provided for in this Article. |
| 10. | Assignment of Agreement |
| 10.1 | Party B shall not assign its rights and obligations under this Agreement toany third party without Party A’s prior written consent. |
| 10.2 | Party B agrees that unless otherwise expressly provided by the applicable laws, Party A may assign its obligations and rights under this Agreement to any third party and in case of such assignment, Party A is only required to give written notice to Party B and does not need any consent from Party B for such assignment. |
| 11. | Severability |
In the event that one or several of the provisions of this Contract are found to be invalid, illegal or unenforceable in any aspect in accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Contract shall not be affected or compromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law the intentions of the Parties. The economic effect of such effective provisions shall be as close as possible to that of those invalid, illegal or unenforceable provisions, and the economic effect shall be as close as possible to that of other provisions.
| 12. | Amendment and supplement |
Any amendments, changes and supplements to this Agreement shall be made in writing by each of the Parties. The amendment agreements and supplementary agreements that have been signed by the Parties and that relate to this Agreement shall be an integral part of this Agreement and shall have the same legal validity as this Agreement.
| 13. | Successors |
Any provision of this Agreement shall be binding upon and inure to the effect of the Parties and their respective successors and permitted assigns.
| 14. | Language and Counterparts |
This Agreement is written in Chinese in two copies, each Party having one copy with equal legal validity.
(The following blank is left intentionally)
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IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Exclusive Business Cooperation Agreement as of the date first above written.
Party A: Sixiang Infinite (Zhejiang) Culture Technology Co., Ltd.
| By: | ||
| Name: | HE Xiaowu | |
| Title: | Executive director&General manager |
Party B: Sixiang Qiyuan (Hangzhou) Culture Technology Co., Ltd.
| By: | ||
| Name: | HOU Sheng | |
| Title: | Executive director&General manager |
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