EX-10.11 16 d494072dex1011.htm EXHIBIT 10.11 - SPOUSAL CONSENTS Exhibit 10.11 - Spousal Consents

Exhibit 10.11

Spousal Consents

I, CUI Haijing, (Citizen of the People’s Republic of China; ID Card No.: 23230219861214732X), is the lawful spouse of LIU Tongbo (Citizen of the People’s Republic of China; ID Card No.: 510402198603030913, the “My Spouse”). I hereby confirm and agree that the partnership share and/or equity held by My Spouse presently and in the future (collectively, the “Equity and Interest”) are the personal property of My Spouse, do not form the common property of me and My Spouse and can be disposed solely by My Spouse:

1) The equity of Beijing Hannibal Education Technology Co., Ltd. (the “Hannibal”);

2) The partnership share of Pingxiang Mars Asset Management Consultancy Center (Limited Partnership) (the “Mars”);

3) The partnership share of Pingxiang Bosaidong Asset Management Consultancy Center (Limited Partnership) (the “Bosaidong”);

4) The partnership share of Pingxiang Xisailuo Asset Management Consultancy Center (Limited Partnership) (the “Xisailuo”);

5) The partnership share of Pingxiang Saiersi Asset Management Consultancy Center (Limited Partnership) (the “Saiersi”);

6) The partnership share of Pingxiang Wuerken Asset Management Consultancy Center (Limited Partnership) (the “Wuerken”; together with Hannibal, Mars, Bosaidong, Xisailuo and Saiersi the “Shareholding Platform”); and

7) The Equity of Beijing Shangde Online Education Technology Co., Ltd. (the “Beijng Sunlands”) indirectly held through the Shareholding Platform or any other entity (if any).


I hereby unconditionally and irrevocably waive any foregoing Equity and Interest, or any rights or Equity and Interest of the corresponding assets thereof which may be granted to me by any applicable laws, promise not to propose any claim regarding the

foregoing Equity and Interest and the corresponding assets thereof, including proposing that the any of the foregoing Equity and Interest and its corresponding assets constitute the common property of me and My Spouse, and based upon such proposition, further claiming to participate in the routine operation management of the Shareholding Platform or Beijing Sunlands or affecting in any manner any decision made by My Spouse.

I further confirm, promise and warrant that under any circumstance, My Spouse shall have the right to independently dispose any of the foregoing Equity and Interest he holds, and that I will not take any action that may affect or prevent the performance by My Spouse of the obligations under any transaction or transaction documents in connection with the foregoing Equity and Interest (including but not limited to, the series of controlling agreements signed by Beijing Sunlands and its shareholders and Wuhan Studyvip Online Education Co. Limited).

The conclusion, validity, interpretation, performance, modification, termination and dispute settlement shall be governed by the laws of China. All parties to this Letter agree that any dispute arising out of the interpretation and performance of this Spousal Consents shall be firstly settled through amicable negotiations, or in case it cannot be settled within Thirty (30) days after one party issues a written notice to the other parties to the effect of requesting settlement through negotiations, either party may submit the dispute to China International Economic and Trade Arbitration Commission for arbitration subject to its then-currently effective arbitration rules. The arbitration shall be conducted at Beijing. The language of the arbitration shall be in English. The arbitration award shall be final and binding upon the parties.

This Spousal Consents is signed on the 15th day of August, 2017.

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Signature Page of the Spousal Consents

 

Signature: /s/ CUI Haijing
          Name: CUI Haijing

LIU Tongbo hereby agrees and accepts this Spousal Consents:

 

Signature: /s/ LIU Tongbo
Name: LIU Tongbo

Spousal Consents - Signature Page


Spousal Consents

I, CHU Yanyan, (Citizen of the People’s Republic of China; ID Card No.: 232103197811160309), is the lawful spouse of YIN Jianhong (Citizen of the People’s Republic of China; ID Card No.: 370684197703270054, the “My Spouse”). I hereby confirm and agree that the partnership share and/or equity held by My Spouse presently and in the future (collectively, the “Equity and Interest”) are the personal property of My Spouse, do not form the common property of me and My Spouse and can be disposed solely by My Spouse:

1) The equity of Beijing Hannibal Education Technology Co., Ltd. (the “Hannibal”);

2) The partnership share of Pingxiang Mars Asset Management Consultancy Center (Limited Partnership) (the “Mars”);

3) The partnership share of Pingxiang Miniewa Asset Management Consultancy Center (Limited Partnership) (the “Miniewa”; together with Hannibal and Mars the “Shareholding Platform”); and

4) The Equity of Beijing Shangde Online Education Technology Co., Ltd. (the “Beijing Sunlands”) indirectly held through the Shareholding Platform or any other entity (if any).

I hereby unconditionally and irrevocably waive any foregoing Equity and Interest, or any rights or Equity and Interest of the corresponding assets thereof which may be granted to me by any applicable laws, promise not to propose any claim regarding the foregoing Equity and Interest and the corresponding assets thereof, including proposing that the any of the foregoing Equity and Interest and its corresponding assets constitute the common property of me and My Spouse, and based upon such proposition, further claiming to participate in the routine operation management of the Shareholding Platform or Beijing Sunlands or affecting in any manner any decision made by My Spouse.


I further confirm, promise and warrant that under any circumstance, My Spouse shall have the right to independently dispose any of the foregoing Equity and Interest he holds, and that I will not take any action that may affect or prevent the performance by My Spouse of the obligations under any transaction or transaction documents in connection with the foregoing Equity and Interest (including but not limited to, the series of controlling agreements signed by Beijing Sunlands and its shareholders and Wuhan Studyvip Online Education Co. Limited.).

The conclusion, validity, interpretation, performance, modification, termination and dispute settlement shall be governed by the laws of China. All parties to this Letter agree that any dispute arising out of the interpretation and performance of this Spousal Consents shall be firstly settled through amicable negotiations, or in case it cannot be settled within Thirty (30) days after one party issues a written notice to the other parties to the effect of requesting settlement through negotiations, either party may submit the dispute to China International Economic and Trade Arbitration Commission for arbitration subject to its then-currently effective arbitration rules. The arbitration shall be conducted at Beijing. The language of the arbitration shall be in English. The arbitration award shall be final and binding upon the parties.

This Spousal Consents is signed on the 15th day of August, 2017.

[The remainder of this page is intentionally left blank]


Signature Page of the Spousal Consents

 

Signature: /s/ CHU Yanyan
Name: CHU Yanyan

YIN Jianhong hereby agrees and accepts this Spousal Consents:

 

Signature: /s/ Yin Jianhong
Name: YIN Jianhong

Spousal Consents - Signature Page