EX-10.10 30 d410226dex1010.htm EX-10.10 EX-10.10

Exhibit 10.10

Letter of Commitment

To: Puxin Limited (“Cayman Company”)

       Purong (Beijing) Information Technology Co., Ltd. (“WFOE”)

Whereas:

 

  1. Ningbo Meishan Bonded Port Area Zhimei Phase V Equity Investment Limited Partnership (hereinafter referred to as “Ningbo Zhimei”) holds 7.267% equity of Puxin Education Technology Group Co., Ltd (hereinafter referred to as the “domestic company”):

 

  2. The property share proportions of Ningbo Zhimei held by all the partners of Ningbo Zhimei are listed as follows:

 

No.

   Name    Type of partner      Property share
proportion of limited
partnership enterprise
 

(1)

   Li Shujun      Limited partner        96.67

(2)

   Wu Zhiguang      General partner        3.33

((1) - (2) above are collectively referred to as “Partners”)

 

  3. The aforesaid partners have acknowledged and agreed that Ningbo Zhimei preferably pledges the 7.267% equity of the domestic company it holds to WFOE (“equity pledge”) for the guarantee of the fulfilment of a series of structural contracts among Ningbo Zhimei, the domestic company and WFOE (See “Appendix I” to this Letter of Commitment).


In order to guarantee the effectiveness of preference and stable implementation of the structural contracts and equity pledge, the aforesaid partners hereby irrevocably undertake as follows:

As of the date of issuing this Letter of Commitment, unless with the prior written consent of WFOE and Cayman Company, the aforesaid partners shall not, at present and in the future, set pledges, selling or disposals, guarantee right of other third parties, or right of priority of other third parties, or other disposals or transactions with the same economic results, which may affect the effectiveness of preference of the Equity Pledge and the stable implementation of the structural contracts, with the property share of Ningbo Zhimei held by them. In case of violation of this Letter of Commitment, the aforesaid partners shall assume liabilities of breach for the domestic company, WFOE and Cayman Company, and shall compensate the domestic company, WFOE and Cayman Company for all of their losses and damages.

The aforesaid partners further undertake that they will urge Ningbo Zhimei to fulfil the aforesaid undertakings.

This Letter of Commitment shall be governed by and interpreted under the laws of the People’s Republic of China.

[The remainder of this page is deliberately left blank]


(This page is the signature page of this Letter of Commitment)

Promisors:

 

Li Shujun   Signature:  

/s/ Li Shujun

 
Wu Zhiguang   Signature:  

/s/ Wu Zhiguang

 

February 5, 2018


Appendix I Structural Contracts

 

1. The Exclusive Call Option Agreement signed by Purong (Beijing) Information Technology Co., Ltd., Sha Yunlong, Xiao Yun, Gao Liang, Li Gang, Tianjin Puxian Education and Technology Limited Partnership, Ningbo Zhimei and the domestic company on February 5, 2018.

 

2. The Exclusive Management Service and Business Cooperation Agreement signed by Purong (Beijing) Information Technology Co., Ltd., Sha Yunlong, Xiao Yun, Gao Liang, Li Gang, Tianjin Puxian Education and Technology Limited Partnership, Ningbo Zhimei and the domestic company and relevant parties concerned on February 5, 2018.

 

3. The Equity Pledge Agreement signed by Purong (Beijing) Information Technology Co., Ltd., Sha Yunlong, Xiao Yun, Gao Liang, Li Gang, Tianjin Puxian Education and Technology Limited Partnership, Ningbo Zhimei and the domestic company on February 5, 2018.

 

4. The Power of Attorney issued by Ningbo Zhimei on February 5, 2018.

 

5. The Loan Agreement signed by Purong (Beijing) Information Technology Co., Ltd. and Ningbo Zhimei on February 5, 2018.


Letter of Commitment

To: Puxin Limited (“Cayman Company”)

       Purong (Beijing) Information Technology Co., Ltd. (“WFOE”)

Whereas:

1. Tianjin Puxian Education and Technology Limited Partnership (hereinafter referred to as “Tianjin Puxian”) is a shareholder of Puxin Education Technology Group Co., Ltd (hereinafter referred to as the “domestic company”), with legal ownership of the equity of the domestic company.

2. All the partners of Tianjin Puxian are listed as follows:

 

No.

  

Name

  

Type of partner

    
(1)    Li Gang    General partner   
(2)    Song Wenjing    Limited partner   
(3)    Zhang Hongwei    Limited partner   
(4)    Dong Zhi    Limited partner   
(5)    Tan Chunxiang    Limited partner   
(6)    Yang Hao    Limited partner   
(7)    Luo Ke    Limited partner   
(8)    Bai Liping    Limited partner   
(9)    Cheng Sheng    Limited partner   
(10)    Kang Yiwen    Limited partner   
(11)    Guo Wei    Limited partner   
(12)    Lai Han    Limited partner   
(13)    Li Hong    Limited partner   
(14)    Li Shiwei    Limited partner   
(15)    Tian yang    Limited partner   
(16)    Zhang Ping    Limited partner   
(17)    Zhao Xiaolin    Limited partner   
(18)    Zhao Yuanyuan    Limited partner   
(19)    Zhou Rong    Limited partner   


(20)

   Zhuang Zhong    Limited partner

(21)

   Liu Ning    Limited partner

(22)

   Liu Xinxin    Limited partner

(23)

   Zeng Hua    Limited partner

(24)

   Chen Yedong    Limited partner

(25)

   Li Hongqiao    Limited partner

(26)

   Zhang Han    Limited partner

(27)

   Yan Bingxiang    Limited partner

(The abovementioned 27 partners are collectively referred to as “Partners”)

3. The aforesaid partners have known and agreed that Tianjin Puxian preferably pledges all the equity held by it of the domestic company to WFOE (“equity pledge”), so as to guarantee the fulfilment of a series of structural contracts (see “Appendix I” of this Letter of Commitment) among Tianjin Puxian, the domestic company and WFOE.

In order to guarantee the effectiveness of preference and stable implementation of the structural contracts and equity pledge, the aforesaid partners hereby irrevocably undertake that:

As of the date of issuing this Letter of Commitment, unless with the written consent of WFOE and Cayman Company, the aforesaid partners shall not, at present and in the future, set pledges, selling or disposals, guarantee right of other third parties, or right of priority of other third parties, or other disposals or transactions with the same economic results, which may affect the effectiveness of preference of equity pledge and the stable implementation of the structural contracts, with the property share held by them of Tianjin Puxian. In case of violation of this Letter of Commitment, the aforesaid partners shall assume liabilities of breach for the domestic company, WFOE and Cayman Company, and shall compensate the domestic company, WFOE and Cayman Company for all of their losses and damages.


Unless with the written consent of WFOE and the domestic company, the aforesaid partners shall not, during the period of indirectly holding the equity of the domestic company and for the sake of the their own interest and the interests of others, directly or indirectly engage in, own, invest in, participate in or operate any businesses or activities (“competitive businesses”) that compete or may compete with the domestic company and its subsidiaries, or utilize any information obtained from the domestic company and its subsidiaries to engage in competitive businesses, or obtain any interests from any competitive businesses. If the aforesaid partners directly or indirectly engage in, own, invest in, participate in or operate any competitive businesses, then WFOE or the entities designated by WFOE shall have the right to ask for the signing of Exclusive Call Option Agreement, Exclusive Management Services and Business Cooperation Agreement, Equity Pledge Agreement, Power of Attorney and any other legal documents permitted or required by Chinese laws with the aforesaid entities engaging in competitive businesses, so as to form relations of control upon agreement with the aforesaid entities engaging in competitive businesses.

The aforesaid partners further undertake that they will urge Tianjin Puxian to fulfil the aforesaid undertakings.

This Letter of Commitment shall be governed by and interpreted under the laws of the People’s Republic of China.

[The remainder of this page is deliberately left blank]


(This page is the signature page of Letter of Commitment)

Promisors:

 

Li Gang   Signature:  

/s/ Li Gang

  
Song Wenjing   Signature:  

/s/ Song Wenjing

  
Zhang Hongwei   Signature:  

/s/ Zhang Hongwei

  
Dong Zhi   Signature:  

/s/ Dong Zhi

  
Tan Chunxiang   Signature:  

/s/ Tan Chunxiang

  
Yang Hao   Signature:  

/s/ Yang Hao

  
Luo Ke   Signature:  

/s/ Luo Ke

  
Bai Liping   Signature:  

/s/ Bai Liping

  
Cheng Sheng   Signature:  

/s/ Cheng Sheng

  
Kang Yiwen   Signature:  

/s/ Kang Yiwen

  
Guo Wei   Signature:  

/s/ Guo Wei

  
Lai Han   Signature:  

/s/ Lai Han

  
Li Hong   Signature:  

/s/ Li Hong

  


Li Shiwei   Signature:  

/s/ Li Shiwei

  
Tian yang   Signature:  

/s/ Tian yang

  
Zhang Ping   Signature:  

/s/ Zhang Ping

  
Zhao Xiaolin   Signature:  

/s/ Zhao Xiaolin

  
Zhao Yuanyuan   Signature:  

/s/ Zhao Yuanyuan

  
Zhou Rong   Signature:  

/s/ Zhou Rong

  
Zhuang Zhong   Signature:  

/s/ Zhuang Zhong

  
Liu Ning   Signature:  

/s/ Liu Ning

  
Liu Xinxin   Signature:  

/s/ Liu Xinxin

  
Zeng Hua   Signature:  

/s/ Zeng Hua

  
Chen Yedong   Signature:  

/s/ Chen Yedong

  
Li Hongqiao   Signature:  

/s/ Li Hongqiao

  
Zhang Han   Signature:  

/s/ Zhang Han            

  
Yan Bingxiang   Signature:  

/s/ Yan Bingxiang                

  

Date: February 5, 2018


Appendix I Structural Contracts

 

1. The Exclusive Call Option Agreement signed by Purong (Beijing) Information Technology Co., Ltd., Sha Yunlong, Xiao Yun, Gao Liang, Li Gang, Tianjin Puxian Education and Technology Limited Partnership, Ningbo Zhimei and the domestic company on February 5, 2018.

 

2. The Exclusive Management Service and Business Cooperation Agreement signed by Purong (Beijing) Information Technology Co., Ltd., Sha Yunlong, Xiao Yun, Gao Liang, Li Gang, Tianjin Puxian Education and Technology Limited Partnership, Ningbo Zhimei and the domestic company and relevant parties concerned on February 5, 2018.

 

3. The Equity Pledge Agreement signed by Purong (Beijing) Information Technology Co., Ltd., Sha Yunlong, Xiao Yun, Gao Liang, Li Gang, Tianjin Puxian Education and Technology Limited Partnership, Ningbo Zhimei and the domestic company on February 5, 2018.

 

4. The Power of Attorney issued by Ningbo Zhimei on February 5, 2018.

 

5. The Loan Agreement signed by Purong (Beijing) Information Technology Co., Ltd. and Ningbo Zhimei on February 5, 2018.