Equity Interest Pledge Agreement
Exhibit 4.22
Equity Interest Pledge Agreement
This Equity Interest Pledge Agreement (“Agreement”) is entered into as of the date of November 4, 2024 by and among the following parties in Beijing, the People’s Republic of China (“PRC”).:
Party A: Beijing Yiqi Hangfan Technology Co., Ltd., a wholly foreign-owned enterprise duly established and validly registered under the laws of the PRC, whose unified social credit code is [***] and whose registered address is at ▇▇▇▇ ▇, ▇▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇;
Party B: ▇▇▇▇▇ ▇▇▇, PRC citizen, whose Identity Number is [***];
Party C: Beijing Yiqi Education Technology Development Co., Ltd., a company with limited liabilities duly established and validly registered under the laws of the PRC, whose unified social credit code is [***], and whose registered address is at ▇▇▇▇ ▇, ▇▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇;
(Each of Party A, Party B and Party C, a “Party”, and collectively the “Parties”.)
Party A, Party B and Party C through mutual negotiations hereby enter into this Agreement based upon the following terms:
Party B agrees to pledge 99% of the equity interests of Party C and Party B’s equity in Party C’s new capital in accordance with Article 4.2, including dividends and bonuses derived from such equity it owns (the “Pledged Equity Interests”) to Party A unconditionally and irrevocably, as a security for the performance of the obligations by Party B and Party C under the Main Agreements.
The pledged amount is RMB 21.78 million, and the guaranteed amount is RMB 21.78 million.
The Pledged Equity Interests under this Agreement extends to all obligations of Party B and Party C under the Main Agreements (including but not limited to any amounts, penalties, damages, dividends, profits or any asset etc. payable but not paid to Party A), any fees for exercising the creditor’s rights and the Pledge right, and any other related expenses, and shall not be limited to the amounts of secured creditor’s right recorded in administration for market regulation authorities.
If the competent authority requires the amount of the principal debt to be clarified during the registration of the equity pledge, the parties agree to register the principal amount of the debt under the principal contract as RMB 21.78 million and any liability for breach of contract and the amount of compensation for damages under all relevant contracts only for the purpose of the registration of the equity pledge. The parties further confirmed that, for the purpose of handling the equity pledge registration, it is clear that the aforementioned amount does not detract from or restrict all rights and benefits enjoyed by Party A in accordance with the relevant Main Agreements and this equity pledge agreement.
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Exhibit 4.22
Party B and Party C hereby jointly and severally covenant and warrant to Party A as follows:
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Exhibit 4.22
This Agreement and all clauses hereof belong to confidential information and shall not be disclosed to any third party except for high-ranking officers, directors, employees, agents or professional consultants of the Parties or their affiliates. This clause shall not apply in the event parties hereto are required by relevant laws or regulations or relevant Securities Transaction Authorities to disclose information relating to this Agreement to any governmental authorities, the public or the shareholders, or file this Agreement with relevant authorities for record.
This clause shall survive any modification, dissolution or termination of this Agreement.
9.1 In the event any Party failed to perform any of its obligations under this Agreement, or made any untrue or inaccurate representations or warranties, such Party shall be liable for all the losses of other Parties for breach of the Agreement. This Article 9 shall not influence any other right of Party A under this Agreement.
9.2 This Article 9 shall survive any modification, recession or termination of this Agreement
Force Majeure means any event that cannot be anticipated at the time of the execution of the Agreement, and the occurrence of which cannot be avoided, controlled or conquered by any party of the Agreement, including but not limited to earthquake, typhoon, flood, fire, boycott, war or rebellion, etc..
The Party suffering such Force Majeure shall (i) notify the other parties by telegram, facsimile or other electronic means immediately after the occurrence of such Force Majeure and shall provide written documents evidencing the occurrence of such Force Majeure within fifteen (15) business days; (ii) in every instance, to the extent reasonable and lawful under the circumstances, use its best efforts to mitigate or remove the effect of such Force Majeure with all reasonable dispatch, and continue its performance of the Agreement after such effect is mitigated or removed.
In the event that Party B no longer possesses any shares of Party C, Party B shall be deemed no longer as a party of this Agreement. In the event that any third party becomes a shareholder of Party C, Party B and Party C shall take effort to cause such third party executing relevant legal documents and becoming one of Party B of this Agreement.
Party B and/or Party C shall not terminate this Agreement without written consent of Party A.
Unless this Agreement is terminated subject to this Article 12, provided that Party B and Party C fully and completely perform all obligations under this Agreement and pay off all the secured debts, Party A shall terminate the Pledge under this Agreement as soon as reasonable as required by Party B and coordinate with Party B to deregister recording of the Pledge in the Shareholders’ Book of Party C and complete the deregistration process with administration for market regulation authorities.
13.1 Applicable Law and Dispute Resolution
This Agreement and any related matters shall be governed by and construed in accordance with the PRC laws.
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Exhibit 4.22
All disputes arising out of or in connection with this Agreement shall be conciliated friendly by and between the Parties. When the disputes could not be solved by conciliation, such disputes may be submitted to the China International Economic and Trade Arbitration Commission by any Party and shall be finally settled under the Rules of Arbitration of the China International Economic and Trade Arbitration Commission by arbitrators appointed in accordance with rules then effective of such arbitration commission. The arbitration ruling shall be final. The place of arbitration shall be in Beijing. The language used in arbitration shall be in Chinese. The Parties hereto shall continue to perform its obligations and exercise its rights hereunder except for those in dispute. The validity of this Article 13.1 shall not be influenced by the modification, rescission and termination of this Agreement.
13.2 Notices
(1) All notices and other communications required or permitted to be given under this Agreement shall be delivered personally or sent by registered mail, commercial courier service or e-mail to the address of such Party as set forth below. The dates on which such notices shall be deemed to be validly served shall be determined as follows: (i) notice sent by personal delivery, courier service or registered mail, postage prepaid, shall be deemed effectively given on the date of delivery or refusal at the address specified for notices; and (ii) notices sent by e-mail, it shall be deemed effectively given on the date of successful transmission.
(2) For the purposes of the notice, the addresses of the parties are as follows.
Party A:
Beijing Yiqi Hangfan Technology Co., Ltd
Address: [***]
Attention: ▇▇▇▇▇ ▇▇
Phone: [***]
E-mail: [***]
Party B:
▇▇▇▇▇ ▇▇▇
Address: [***]
Attention: ▇▇▇▇▇ ▇▇▇
Phone: [***]
E-mail: [***]
Party C:
Beijing Yiqi Education Technology Development Co., Ltd.
Address: [***]
Attention: ▇▇▇▇ ▇▇▇▇▇
Phone: [***]
E-mail: [***]
13.3 This Agreement shall become effective on the date of signature by the parties, and the parties agree and confirm that the force of this Agreement shall be retroactive to November 1, 2024. The Pledge right under this Agreement shall be established from the date it is registered with the market supervision and administration department to which Party C belongs. Unless Party A executes the Pledge right in accordance with this Agreement during the term of this Agreement, this Agreement shall terminate until all the principal contracts have been performed, lapsed or terminated or the parties have reached any written agreement on the termination of this Agreement, whichever is later.
13.4 Each party acknowledges that this Agreement shall be enforceable to the extent permitted by law. If any provision of this Agreement or any part of a provision is held to be illegal, invalid or unenforceable by any competent authority or court of competent jurisdiction, such illegality, invalidity or unenforceability shall not affect the other provisions of this Agreement or other parts of such provisions, which other provisions or other parts of the provisions shall remain in full force and effect, and the parties shall use their best efforts to modify such illegal, invalid or unenforceable provisions to achieve the purpose of the original provision.
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13.5 This Agreement shall be made in Chinese in five originals, one copy for each of Party A and Party C and one copy for each of Party B. The remaining originals shall be submitted to the relevant market supervision and administration department for record registration or retained by Party A.
13.6 This Agreement constitute the entire agreement regarding the transactions under this Agreement, and this Agreement, once signed, shall supersede any prior undertakings, memoranda, agreements or any other documents between any parties in respect of the matters covered by this Agreement.
13.7 Any amendment or supplement to this Agreement must be in writing and must be validly signed by all parties hereto.
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Exhibit 4.22
[THE SIGNATURE PAGE]
Party A: Beijing Yiqi Hangfan Technology Co., Ltd.
Authorized Representative: ▇▇▇▇▇ ▇▇
/s/ ▇▇▇▇▇ ▇▇
Party B: ▇▇▇▇▇ ▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇
Party C: Beijing Yiqi Education Technology Development Co., Ltd.
Authorized Representative: ▇▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇▇
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Exhibit 4.22
Appendix I List of Main Agreements
1. Exclusive Option Agreement entered into by and among Beijing Yiqi Hangfan Technology Co., Ltd., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇ and Beijing Yiqi Education Technology Development Co., Ltd. as of March 4, 2022
2. Exclusive Management Service and Business Cooperation Agreement entered into by and among Beijing Yiqi Hangfan Technology Co., Ltd., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇ and Beijing Yiqi Education Technology Development Co., Ltd. as of March 4, 2022
3. "Power of Attorney" executed by ▇▇▇▇▇ ▇▇▇ as of November 4, 2024
4. "Power of Attorney" executed by ▇▇▇▇ ▇▇▇ as of November 4, 2024
5. "Letter of Consent" executed by ▇▇▇▇▇ ▇▇▇▇ as of March 4, 2022
6. "Letter of Consent" executed by ▇▇▇▇▇▇ ▇▇▇▇ as of March 4, 2022
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Appendix II Shareholders’ Book
Shareholders’ Book of Beijing Yiqi Education Technology Development Co., Ltd.
Name of Shareholders |
Amounts of Capital Contribution (RMB) |
Proportion of Capital Contribution |
Equity Interest Pledge |
▇▇▇▇▇ ▇▇▇ |
2,178 |
99% |
99% of the equity interest has been pledged to Beijing Yiqi Hangfan Technology Co., Ltd. |
▇▇▇▇ ▇▇▇ |
22 |
1% |
1% of the equity interest has been pledged to Beijing Yiqi Hangfan Technology Co., Ltd. |
Beijing Yiqi Education Technology Development Co., Ltd.
Authorized Representative:
Name: ▇▇▇▇ ▇▇▇▇▇
Occupation: Legal Representative
Equity Interest Pledge Agreement
This Equity Interest Pledge Agreement (“Agreement”) is entered into as of the date of November 4, 2024 by and among the following parties in Beijing, the People’s Republic of China (“PRC”).:
Party A: Beijing Yiqi Hangfan Technology Co., Ltd., a wholly foreign-owned enterprise duly established and validly registered under the laws of the PRC, whose unified social credit code is [***] and whose registered address is at ▇▇▇▇ ▇, ▇▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇;
Party B: ▇▇▇▇ ▇▇▇, PRC citizen, whose Identity Number is [***];
Party C: Beijing Yiqi Education Technology Development Co., Ltd., a company with limited liabilities duly established and validly registered under the laws of the PRC, whose unified social credit code is [***], and whose registered address is at ▇▇▇▇ ▇, ▇▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇;
(Each of Party A, Party B and Party C, a “Party”, and collectively the “Parties”.)
Party A, Party B and Party C through mutual negotiations hereby enter into this Agreement based upon the following terms:
Party B agrees to pledge 1% of the equity interests of Party C and Party B’s equity in Party C’s new capital in accordance with Article 4.2, including dividends and bonuses derived from such equity it owns (the “Pledged Equity Interests”) to Party A unconditionally and irrevocably, as a security for the performance of the obligations by Party B and Party C under the Main Agreements.
The pledged amount is RMB 0.22 million, and the guaranteed amount is RMB 0.22 million.
The Pledged Equity Interests under this Agreement extends to all obligations of Party B and Party C under the Main Agreements (including but not limited to any amounts, penalties, damages, dividends, profits or any asset etc. payable but not paid to Party A), any fees for exercising the creditor’s rights and the Pledge right, and any other related expenses, and shall not be limited to the amounts of secured creditor’s right recorded in administration for market regulation authorities.
If the competent authority requires the amount of the principal debt to be clarified during the registration of the equity pledge, the parties agree to register the principal amount of the debt under the principal contract as RMB 0.22 million and any liability for breach of contract and the amount of compensation for damages under all relevant contracts only for the purpose of the registration of the equity pledge. The parties further confirmed that, for the purpose of handling the equity pledge registration, it is clear that the aforementioned amount does not detract from or restrict all rights and benefits enjoyed by Party A in accordance with the relevant Main Agreements and this equity pledge agreement.
Party B and Party C hereby jointly and severally covenant and warrant to Party A as follows:
This Agreement and all clauses hereof belong to confidential information and shall not be disclosed to any third party except for high-ranking officers, directors, employees, agents or professional consultants of the Parties or their affiliates. This clause shall not apply in the event parties hereto are required by relevant laws or regulations or relevant Securities Transaction Authorities to disclose information relating to this Agreement to any governmental authorities, the public or the shareholders, or file this Agreement with relevant authorities for record.
This clause shall survive any modification, dissolution or termination of this Agreement.
9.1 In the event any Party failed to perform any of its obligations under this Agreement, or made any untrue or inaccurate representations or warranties, such Party shall be liable for all the losses of other Parties for breach of the Agreement. This Article 9 shall not influence any other right of Party A under this Agreement.
9.2 This Article 9 shall survive any modification, recession or termination of this Agreement
Force Majeure means any event that cannot be anticipated at the time of the execution of the Agreement, and the occurrence of which cannot be avoided, controlled or conquered by any party of the Agreement, including but not limited to earthquake, typhoon, flood, fire, boycott, war or rebellion, etc..
The Party suffering such Force Majeure shall (i) notify the other parties by telegram, facsimile or other electronic means immediately after the occurrence of such Force Majeure and shall provide written documents evidencing the occurrence of such Force Majeure within fifteen (15) business days; (ii) in every instance, to the extent reasonable and lawful under the circumstances, use its best efforts to mitigate or remove the effect of such Force Majeure with all reasonable dispatch, and continue its performance of the Agreement after such effect is mitigated or removed.
In the event that Party B no longer possesses any shares of Party C, Party B shall be deemed no longer as a party of this Agreement. In the event that any third party becomes a shareholder of Party C, Party B and Party C shall take effort to cause such third party executing relevant legal documents and becoming one of Party B of this Agreement.
Party B and/or Party C shall not terminate this Agreement without written consent of Party A.
Unless this Agreement is terminated subject to this Article 12, provided that Party B and Party C fully and completely perform all obligations under this Agreement and pay off all the secured debts, Party A shall terminate the Pledge under this Agreement as soon as reasonable as required by Party B and coordinate with Party B to deregister recording of the Pledge in the Shareholders’ Book of Party C and complete the deregistration process with administration for market regulation authorities.
13.1 Applicable Law and Dispute Resolution
This Agreement and any related matters shall be governed by and construed in accordance with the PRC laws.
All disputes arising out of or in connection with this Agreement shall be conciliated friendly by and between the Parties. When the disputes could not be solved by conciliation, such disputes may be submitted to the China International Economic and Trade Arbitration Commission by any Party and shall be finally settled under the Rules of Arbitration of the China International Economic and Trade Arbitration Commission by arbitrators appointed in accordance with rules then effective of such arbitration commission. The arbitration ruling shall be final. The place of arbitration shall be in Beijing. The language used in arbitration shall be in Chinese. The Parties hereto shall continue to perform its obligations and exercise its rights hereunder except for those in dispute. The validity of this Article 13.1 shall not be influenced by the modification, rescission and termination of this Agreement.
13.2 Notices
(1) All notices and other communications required or permitted to be given under this Agreement shall be delivered personally or sent by registered mail, commercial courier service or e-mail to the address of such Party as set forth below. The dates on which such notices shall be deemed to be validly served shall be determined as follows: (i) notice sent by personal delivery, courier service or registered mail, postage prepaid, shall be deemed effectively given on the date of delivery or refusal at the address specified for notices; and (ii) notices sent by e-mail, it shall be deemed effectively given on the date of successful transmission.
(2) For the purposes of the notice, the addresses of the parties are as follows.
Party A:
Beijing Yiqi Hangfan Technology Co., Ltd
Address: [***]
Attention: ▇▇▇▇▇ ▇▇
Phone: [***]
E-mail: [***]
Party B:
▇▇▇▇ ▇▇▇
Address: [***]
Attention: ▇▇▇▇ ▇▇▇
Phone: [***]
E-mail: [***]
Party C:
Beijing Yiqi Education Technology Development Co., Ltd.
Address: [***]
Attention: ▇▇▇▇ ▇▇▇▇▇
Phone: [***]
E-mail: [***]
13.3 This Agreement shall become effective on the date of signature by the parties, and the parties agree and confirm that the force of this Agreement shall be retroactive to November 1, 2024. The Pledge right under this Agreement shall be established from the date it is registered with the market supervision and administration department to which Party C belongs. Unless Party A executes the Pledge right in accordance with this Agreement during the term of this Agreement, this Agreement shall terminate until all the principal contracts have been performed, lapsed or terminated or the parties have reached any written agreement on the termination of this Agreement, whichever is later.
13.4 Each party acknowledges that this Agreement shall be enforceable to the extent permitted by law. If any provision of this Agreement or any part of a provision is held to be illegal, invalid or unenforceable by any competent authority or court of competent jurisdiction, such illegality, invalidity or unenforceability shall not affect the other provisions of this Agreement or other parts of such provisions, which other provisions or other parts of the provisions shall remain in full force and effect, and the parties shall use their best efforts to modify such illegal, invalid or unenforceable provisions to achieve the purpose of the original provision.
13.5 This Agreement shall be made in Chinese in five originals, one copy for each of Party A and Party C and one copy for each of Party B. The remaining originals shall be submitted to the relevant market supervision and administration department for record registration or retained by Party A.
13.6 This Agreement constitute the entire agreement regarding the transactions under this Agreement, and this Agreement, once signed, shall supersede any prior undertakings, memoranda, agreements or any other documents between any parties in respect of the matters covered by this Agreement.
13.7 Any amendment or supplement to this Agreement must be in writing and must be validly signed by all parties hereto.
[THE SIGNATURE PAGE]
Party A: Beijing Yiqi Hangfan Technology Co., Ltd.
Authorized Representative: ▇▇▇▇▇ ▇▇
/s/ ▇▇▇▇▇ ▇▇
Party B: ▇▇▇▇ ▇▇▇
/s/ ▇▇▇▇ ▇▇▇
Party C: Beijing Yiqi Education Technology Development Co., Ltd.
Authorized Representative: ▇▇▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇▇
Appendix I List of Main Agreements
1. Exclusive Option Agreement entered into by and among Beijing Yiqi Hangfan Technology Co., Ltd., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇ and Beijing Yiqi Education Technology Development Co., Ltd. as of March 4, 2022
2. Exclusive Management Service and Business Cooperation Agreement entered into by and among Beijing Yiqi Hangfan Technology Co., Ltd., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇ and Beijing Yiqi Education Technology Development Co., Ltd. as of March 4, 2022
3. "Power of Attorney" executed by ▇▇▇▇▇ ▇▇▇ as of November 4, 2024
4. "Power of Attorney" executed by ▇▇▇▇ ▇▇▇ as of November 4, 2024
5. "Letter of Consent" executed by ▇▇▇▇▇ ▇▇▇▇ as of March 4, 2022
6. "Letter of Consent" executed by ▇▇▇▇▇▇ ▇▇▇▇ as of March 4, 2022
Appendix II Shareholders’ Book
Shareholders’ Book of Beijing Yiqi Education Technology Development Co., Ltd.
Name of Shareholders |
Amounts of Capital Contribution (RMB) |
Proportion of Capital Contribution |
Equity Interest Pledge |
▇▇▇▇▇ ▇▇▇ |
2,178 |
99% |
99% of the equity interest has been pledged to Beijing Yiqi Hangfan Technology Co., Ltd. |
▇▇▇▇ ▇▇▇ |
22 |
1% |
1% of the equity interest has been pledged to Beijing Yiqi Hangfan Technology Co., Ltd. |
Beijing Yiqi Education Technology Development Co., Ltd.
Authorized Representative:
Name: ▇▇▇▇ ▇▇▇▇▇
Occupation: Legal Representative
