UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D
Under the Securities Exchange Act of 1934 (Amendment No. 3)*
| Scienjoy Holding Corporation |
| (Name of Issuer) |
| Ordinary Shares |
| (Title of Class of Securities) |
| G7864D112 |
| (CUSIP Number) |
Cosmic Soar Limited Sheng Hou 6-1-1201 UHN International Village, Shuguang West Road, Chaoyang District, Beijing, People’s Republic of China, 100028 +86 13901238832 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| September 21, 2021 |
| (Date of Event which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 2
| CUSIP No. | G7864D112 |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| Cosmic Soar Limited | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
|
(a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (See Instructions) |
| OO | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
| ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| British Virgin Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER |
| 8 | SHARED VOTING POWER | |
| 3,327,679 | ||
| 9 | SOLE DISPOSITIVE POWER | |
| 10 | SHARED DISPOSITIVE POWER | |
| 3,327,679 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 3,327,679 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
| ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 10.79% (1) | |
| 14 | TYPE OF REPORTING PERSON (See Instructions) |
| CO |
| (1) | Calculation is based on 30,844,642 Ordinary Shares issued and outstanding as of September 21, 2021 as reported in the Issuer’s Registration Statement on Form F-3 filed on October 1, 2021. |
Page 3
| CUSIP No. | G7864D112 |
| 1 | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| Sheng Hou | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
(a) ☐ (b) ☐ | |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS (See Instructions) |
| OO | |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |
| ☐ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| People’s Republic of China |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER |
| 8 | SHARED VOTING POWER | |
| 3,327,679 | ||
| 9 | SOLE DISPOSITIVE POWER | |
| 10 | SHARED DISPOSITIVE POWER | |
| 3,327,679 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
3,327,679 | |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
| ☐ | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| 10.79% (1) | |
| 14 | TYPE OF REPORTING PERSON (See Instructions) |
| IN |
| (2) | Calculation is based on 30,844,642 Ordinary Shares issued and outstanding as of September 21, 2021 as reported in the Issuer’s Registration Statement on Form F-3 filed on October 1, 2021. |
Page 4
Explanatory Note
This Amendment No. 3 (“Amendment No.3”) amends and supplements the statement on Schedule 13D (the “Original Schedule 13D”) jointly filed on September 21, 2020 by Cosmic Soar Limited (“Cosmic”), a company organized under the laws of the British Virgin Islands, and Sheng Hou, a citizen of the People's Republic of China (each a “Reporting Person”, and, collectively, the “Reporting Persons”), as amended by Amendment No.1, filed on October 13, 2020 (“Amendment No.1”), and Amendment No.2, filed on March 30, 2021 (“Amendment No.2” and, together with Amendment No.1 and the Original Schedule 13D, the “Schedule 13D”), relating to the beneficial ownership of the ordinary shares, with no par value (the “Ordinary Shares”), of Scienjoy Holding Corporation (the “Issuer”). Except as specifically set forth herein, the Schedule 13D remains unmodified. Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Schedule 13D.
| Item 5. | Interest in Securities of the Issuer |
Item 5 of the Schedule 13D is hereby amended and restated in its entirety and replaced by the following:
The responses of the Reporting Persons to rows (7) through (13) of the cover pages of this Schedule 13D are incorporated herein by reference. The percentages of ownership indicated in this Schedule 13D is calculated based on 30,844,642 Ordinary Shares of the Issuer outstanding as of September 21, 2021 (the “Record Date”).
| (a) | As of the Record Date, Cosmic directly beneficially owns 3,327,679 Ordinary Shares, representing 10.79% of the issued and outstanding shares of the Issuer. |
Sheng Hou is one of two shareholders of Cosmic, and he is holding 98% of the capital stock of Cosmic. He is also the sole director of Cosmic. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Sheng Hou may be deemed to beneficially own all of the Ordinary Shares of the Issuer held by Cosmic.
| (b) | Sheng Hou, who is the shareholder of Cosmic holding 98% of the capital stock of Cosmic and the sole director of Cosmic, may be deemed to share the power to (i) vote or direct to vote the 3,327,679 Ordinary Shares beneficially owned by Cosmic and (ii) dispose of or direct the disposition of such Ordinary Shares. |
| (c) | Except as disclosed otherwise in the Schedule 13D, none of the Reporting Persons has effected any transactions in the Ordinary Shares of the Issuer during the past 60 days. |
| (d) | None. |
| (e) | Not applicable. |
Page 5
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 is hereby amended and supplemented to add the following immediately before the last paragraph:
On September 13, 2021, Junfeng Guo, Aiyun Pang and Yinxinfo Guo (collectively, the “Buyers”) and Cosmic entered into three stock block trading agreements (the “Agreements”), pursuant to which Cosmic sold 1,000,000 Ordinary Shares in total to the Buyers for $4.00 per share on September 21, 2021 as following: 330,000 Ordinary Shares to Junfeng Guo, 330,000 Ordinary Shares to Aiyun Pang and 340,000 Ordinary Shares to Yinxinfo Guo.
The copies of the Agreements (English Translation) are attached hereto as Exhibits to this Amendment No.3 and is incorporated herein by reference. The foregoing summary of the Agreements does not purport to be complete and is subject to, and qualified in its entirety by reference to the full text of Exhibits.
| Item 7. | Material to Be Filed as Exhibits |
| Exhibit No. | Description | |
| 1 | ||
| 2 | ||
| 3 | Stock Block Trading Agreement, dated September 13, 2021, by and between Cosmic Soar Limited and Yinxinfo Guo (English Translation). |
Page 6
Signature
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: October 14, 2021
| COSMIC SOAR LIMITED | ||
| By: | /s/ Sheng Hou | |
| Name: | Sheng Hou | |
| Title: | Director | |
| /s/ Sheng Hou | ||
| Sheng Hou | ||
Exhibit 1
Stock Block Trading Agreement
(English Translation, for reference only)
This Stock Block Trading Agreement (this “Agreement”) is entered into by and between the following parties on September 13, 2021 in Beijing, the People’s Republic of China (“China” or the “PRC”):
Party A: Cosmic Soar Limited, an exempted company duly incorporated and validly existing under the Laws of British Virgin Islands.
Party B: Junfeng Guo.
Whereas:
| 1. | Scienjoy Holding Corporation（hereinafter referred to as the “Company” or “SHC”) is a company limited by shares duly established and validly existing, and its public offering shares are listed and traded on NASDAQ Stock Exchange of the U.S.(NASDAQ:SJ), |
| 2. | Party A, as a holder of SHC shares, intends to sell 330,000 shares of SHC unlimited shares (the “Target Shares”) through block trading. |
In accordance with relevant laws and regulations, two parties have made agreements with respect to sale of such SHC shares through block trading, as follows:
| 1. | Purchase and Sale of Shares. |
1.1 Party A shall transfer the Target Shares to Party B through block trading under the terms and condition in this Agreement, and Party B agrees to purchase the Target Shares from Party A through the block trading and shall pay the purchase price to Party A in accordance with this Agreement.
1.2 Trading Date: September 13, 2021
1.3 Number of Target Shares: 330,000
1.4 Purchase Price (per share price / total price): $4 per share, total price is $1,320,000.
1.5 Transaction Process: Party A shall transfer such number of the Target Shares to Party B’s securities account on the Trading Date, and Party B shall pay Party A the total Purchase Price within six (6) months thereafter.
1.6 From the date of this Agreement to the Trading Date, each party has the right to unilaterally terminate this Agreement, with a notice at least two (2) business days prior to the Trading Date, or otherwise the termination of this Agreement shall be invalid. The termination notice shall be delivered in written form (including but not limited to email, short message via mobile phone, WeChat message and fax) to another party’s communication terminals such as email server, mobile phone or fax, which will be deemed as its acceptance.
1
| 2. | Parties’ Information |
| 3. | Representations and Warranties |
3.1 Each party has all of its rights, authorities and necessary capacities to execute and perform this Agreement.
3.2 The representative of each party who signs this Agreement on behalf of such party shall have obtained all necessary corporative authorization in due course for such party’s execution, delivery and performance of this Agreement.
3.3 The documents, materials and information offered and delivered by each party are true, legal, accurate and effective.
3.4 Each party undertakes that it has performed all necessary procedures for the transaction in compliance with all relevant securities laws and regulations in U.S.
| 4. | Confidentiality |
Each party undertakes that any documents, materials and information for discussion, execution and performance of this Agreement, including but not limited to trade secrets, company’s plans, operating activities, financial information, technologies, business information and any other business secrets, which belongs to another party and not available from the public, shall be treated as confidential information. Without prior consent from the information providing party, any other parties shall not disclose all or part of the confidential information to any third party, unless otherwise provided in applicable laws and regulations or mutually agreed by the parties.
| 5. | Effectiveness |
5.1 If there is any discrepancy between this Agreement and previous agreements between the parties or the Articles of Association of the company, this Agreement shall prevail.
5.2 The parties can make supplementary agreements to this Agreement with respect to any matters not provided in this Agreement through friendly consultation. The supplementary agreement shall be construed as part of this Agreement, and if there is any discrepancy between the supplementary agreement and this Agreement, the supplementary agreement shall apply.
| 6. | Breach of Agreement |
6.1 Any party who violates this Agreement shall indemnify and hold harmless the observant party from and against any and all losses suffered by observant party as a result of or based upon or arising from the breaching party’s violations. The observant party has the right to give a reasonable period for the breaching party to correct or remedy such breaches by written notice, with a result satisfactory to the observant party.
6.2 If Party B fails to fully pay the Purchase Price on time in accordance with this Agreement, Party B shall pay Party A liquidated damages calculated based on the unpaid price with a rate of 0.03% per day, from the day following the Trading Date to the actual payment date.
6.3 If Party A fails to transfer all of the Target Shares on time in accordance with this Agreement, it shall communicate with Party B in a timely manner. In case of delays caused by brokers, agents and other intermediary agencies, Party A shall coordinate with the security issuing company of the Target Shares to make all reasonable efforts to cooperate and propel relevant agencies to complete the registration of transfer of the Target Shares. In case of delay due to the reason attributable to Party A, Party A shall pay Party B liquidated damages based on the purchase price corresponding to such part of the Target Shares not transferred, with a rate of 0.03% per day from the Trading Date to the completion date of transfer of all Target Shares.
2
| 7. | Notices |
All notices and circulation of the documents given pursuant to this Agreement can be delivered by letters, faxes, telegrams, e-mails, short messages via mobile phones.
| 8. | Governing Law and Resolution of Disputes |
8.1 The execution, construction and performance of this Agreement and the resolution of disputes hereunder shall be governed by the laws of PRC.
8.2 In the event of any dispute arising from the performance of this Agreement, the parties shall first resolve the dispute through friendly negotiations. In the event the parties fail to reach an agreement or are unwilling to negotiate on the dispute, either party may submit relevant dispute to the Beijing Arbitration Commission for arbitration.
| 9. | Miscellaneous |
9.1 This Agreement shall become effective upon execution by the parties.
9.2 In the event that any clause of this Agreement is found to be or becomes invalid or unenforceable by law or due to the reason not attributable to any party, both parties shall cooperate with each other and make all necessary amendments or modification to effectuate the transaction hereunder.
9.3 This Agreement shall replace and supersede any verbal promise, agreement, or commitment between both parties with respect to the transaction under this Agreement prior to execution of this Agreement.
9.4 This Agreement is made in two original copies, and each party holds one copy, and each copy has the same legal effect.
(Signatures Page Follows)
3
(No Text, Signature Page)
Party A:
Cosmic Soar Limited
| By: | /s/ Sheng Hou | |
| Date: September 13, 2021 | ||
| Party B: | |
| /s/ Junfeng Guo | |
| Date: September 13, 2021 |
4
Exhibit 2
Stock Block Trading Agreement
(English Translation, for reference only)
This Stock Block Trading Agreement (this “Agreement”) is entered into by and between the following parties on September 13, 2021 in Beijing, the People’s Republic of China (“China” or the “PRC”):
Party A: Cosmic Soar Limited, an exempted company duly incorporated and validly existing under the Laws of British Virgin Islands.
Party B: Aiyun Pang.
Whereas:
| 1. | Scienjoy Holding Corporation（hereinafter referred to as the "Company" or "SHC") is a company limited by shares duly established and validly existing, and its public offering shares are listed and traded on NASDAQ Stock Exchange of the U.S. (NASDAQ:SJ), |
| 2. | Party A, as a holder of SHC shares, intends to sell 330,000 shares of SHC unlimited shares (the “Target Shares”) through block trading. |
In accordance with relevant laws and regulations, two parties have made agreements with respect to sale of such SHC shares through block trading, as follows:
| 1. | Purchase and Sale of Shares. |
1.1 Party A shall transfer the Target Shares to Party B through block trading under the terms and condition in this Agreement, and Party B agrees to purchase the Target Shares from Party A through the block trading and shall pay the purchase price to Party A in accordance with this Agreement.
1.2 Trading Date: September 13, 2021
1.3 Number of Target Shares: 330,000
1.4 Purchase Price (per share price / total price): $4 per share, total price is $1,320,000.
1.5 Transaction Process: Party A shall transfer such number of the Target Shares to Party B’s securities account on the Trading Date, and Party B shall pay Party A the total Purchase Price within six (6) months thereafter.
1.6 From the date of this Agreement to the Trading Date, each party has the right to unilaterally terminate this Agreement, with a notice at least two (2) business days prior to the Trading Date, or otherwise the termination of this Agreement shall be invalid. The termination notice shall be delivered in written form (including but not limited to email, short message via mobile phone, WeChat message and fax) to another party's communication terminals such as email server, mobile phone or fax, which will be deemed as its acceptance.
1
| 2. | Parties’ Information |
| 3. | Representations and Warranties |
3.1 Each party has all of its rights, authorities and necessary capacities to execute and perform this Agreement.
3.2 The representative of each party who signs this Agreement on behalf of such party shall have obtained all necessary corporative authorization in due course for such party’s execution, delivery and performance of this Agreement.
3.3 The documents, materials and information offered and delivered by each party are true, legal, accurate and effective.
3.4 Each party undertakes that it has performed all necessary procedures for the transaction in compliance with all relevant securities laws and regulations in U.S.
| 4. | Confidentiality |
Each party undertakes that any documents, materials and information for discussion, execution and performance of this Agreement, including but not limited to trade secrets, company’s plans, operating activities, financial information, technologies, business information and any other business secrets, which belongs to another party and not available from the public, shall be treated as confidential information. Without prior consent from the information providing party, any other parties shall not disclose all or part of the confidential information to any third party, unless otherwise provided in applicable laws and regulations or mutually agreed by the parties.
| 5. | Effectiveness |
5.1 If there is any discrepancy between this Agreement and previous agreements between the parties or the Articles of Association of the company, this Agreement shall prevail.
5.2 The parties can make supplementary agreements to this Agreement with respect to any matters not provided in this Agreement through friendly consultation. The supplementary agreement shall be construed as part of this Agreement, and if there is any discrepancy between the supplementary agreement and this Agreement, the supplementary agreement shall apply.
| 6. | Breach of Agreement |
6.1 Any party who violates this Agreement shall indemnify and hold harmless the observant party from and against any and all losses suffered by observant party as a result of or based upon or arising from the breaching party’s violations. The observant party has the right to give a reasonable period for the breaching party to correct or remedy such breaches by written notice, with a result satisfactory to the observant party.
6.2 If Party B fails to fully pay the Purchase Price on time in accordance with this Agreement, Party B shall pay Party A liquidated damages calculated based on the unpaid price with a rate of 0.03% per day, from the day following the Trading Date to the actual payment date.
6.3 If Party A fails to transfer all of the Target Shares on time in accordance with this Agreement, it shall communicate with Party B in a timely manner. In case of delays caused by brokers, agents and other intermediary agencies, Party A shall coordinate with the security issuing company of the Target Shares to make all reasonable efforts to cooperate and propel relevant agencies to complete the registration of transfer of the Target Shares. In case of delay due to the reason attributable to Party A, Party A shall pay Party B liquidated damages based on the purchase price corresponding to such part of the Target Shares not transferred, with a rate of 0.03% per day from the Trading Date to the completion date of transfer of all Target Shares.
2
| 7. | Notices |
All notices and circulation of the documents given pursuant to this Agreement can be delivered by letters, faxes, telegrams, e-mails, short messages via mobile phones.
| 8. | Governing Law and Resolution of Disputes |
8.1 The execution, construction and performance of this Agreement and the resolution of disputes hereunder shall be governed by the laws of PRC.
8.2 In the event of any dispute arising from the performance of this Agreement, the parties shall first resolve the dispute through friendly negotiations. In the event the parties fail to reach an agreement or are unwilling to negotiate on the dispute, either party may submit relevant dispute to the Beijing Arbitration Commission for arbitration.
| 9. | Miscellaneous |
9.1 This Agreement shall become effective upon execution by the parties.
9.2 In the event that any clause of this Agreement is found to be or becomes invalid or unenforceable by law or due to the reason not attributable to any party, both parties shall cooperate with each other and make all necessary amendments or modification to effectuate the transaction hereunder.
9.3 This Agreement shall replace and supersede any verbal promise, agreement, or commitment between both parties with respect to the transaction under this Agreement prior to execution of this Agreement.
9.4 This Agreement is made in two original copies, and each party holds one copy, and each copy has the same legal effect.
(Signatures Page Follows)
3
(No Text, Signature Page)
Party A:
Cosmic Soar Limited
| By: | /s/ Sheng Hou | |
| Date: September 13, 2021 | ||
| Party B: | |
| /s/ Aiyun Pang | |
| Date: September 13, 2021 |
4
Exhibit 3
Stock Block Trading Agreement
(English Translation, for reference only)
This Stock Block Trading Agreement (this “Agreement”) is entered into by and between the following parties on September 13, 2021 in Beijing, the People’s Republic of China (“China” or the “PRC”):
Party A: Cosmic Soar Limited, an exempted company duly incorporated and validly existing under the Laws of British Virgin Islands.
Party B: Yinxinfo Guo.
Whereas:
| 1. | Scienjoy Holding Corporation（hereinafter referred to as the "Company" or "SHC") is a company limited by shares duly established and validly existing, and its public offering shares are listed and traded on NASDAQ Stock Exchange of the U.S. (NASDAQ:SJ), |
| 2. | Party A, as a holder of SHC shares, intends to sell 330,000 shares of SHC unlimited shares (the “Target Shares”) through block trading. |
In accordance with relevant laws and regulations, two parties have made agreements with respect to sale of such SHC shares through block trading, as follows:
| 1. | Purchase and Sale of Shares. |
1.1 Party A shall transfer the Target Shares to Party B through block trading under the terms and condition in this Agreement, and Party B agrees to purchase the Target Shares from Party A through the block trading and shall pay the purchase price to Party A in accordance with this Agreement.
1.2 Trading Date: September 13, 2021
1.3 Number of Target Shares: 340,000
1.4 Purchase Price (per share price / total price): $4 per share, total price is $1,360,000.
1.5 Transaction Process: Party A shall transfer such number of the Target Shares to Party B’s securities account on the Trading Date, and Party B shall pay Party A the total Purchase Price within six (6) months thereafter.
1.6 From the date of this Agreement to the Trading Date, each party has the right to unilaterally terminate this Agreement, with a notice at least two (2) business days prior to the Trading Date, or otherwise the termination of this Agreement shall be invalid. The termination notice shall be delivered in written form (including but not limited to email, short message via mobile phone, WeChat message and fax) to another party's communication terminals such as email server, mobile phone or fax, which will be deemed as its acceptance.
1
| 2. | Parties’ Information |
| 3. | Representations and Warranties |
3.1 Each party has all of its rights, authorities and necessary capacities to execute and perform this Agreement.
3.2 The representative of each party who signs this Agreement on behalf of such party shall have obtained all necessary corporative authorization in due course for such party’s execution, delivery and performance of this Agreement.
3.3 The documents, materials and information offered and delivered by each party are true, legal, accurate and effective.
3.4 Each party undertakes that it has performed all necessary procedures for the transaction in compliance with all relevant securities laws and regulations in U.S.
| 4. | Confidentiality |
Each party undertakes that any documents, materials and information for discussion, execution and performance of this Agreement, including but not limited to trade secrets, company’s plans, operating activities, financial information, technologies, business information and any other business secrets, which belongs to another party and not available from the public, shall be treated as confidential information. Without prior consent from the information providing party, any other parties shall not disclose all or part of the confidential information to any third party, unless otherwise provided in applicable laws and regulations or mutually agreed by the parties.
| 5. | Effectiveness |
5.1 If there is any discrepancy between this Agreement and previous agreements between the parties or the Articles of Association of the company, this Agreement shall prevail.
5.2 The parties can make supplementary agreements to this Agreement with respect to any matters not provided in this Agreement through friendly consultation. The supplementary agreement shall be construed as part of this Agreement, and if there is any discrepancy between the supplementary agreement and this Agreement, the supplementary agreement shall apply.
| 6. | Breach of Agreement |
6.1 Any party who violates this Agreement shall indemnify and hold harmless the observant party from and against any and all losses suffered by observant party as a result of or based upon or arising from the breaching party’s violations. The observant party has the right to give a reasonable period for the breaching party to correct or remedy such breaches by written notice, with a result satisfactory to the observant party.
6.2 If Party B fails to fully pay the Purchase Price on time in accordance with this Agreement, Party B shall pay Party A liquidated damages calculated based on the unpaid price with a rate of 0.03% per day, from the day following the Trading Date to the actual payment date.
6.3 If Party A fails to transfer all of the Target Shares on time in accordance with this Agreement, it shall communicate with Party B in a timely manner. In case of delays caused by brokers, agents and other intermediary agencies, Party A shall coordinate with the security issuing company of the Target Shares to make all reasonable efforts to cooperate and propel relevant agencies to complete the registration of transfer of the Target Shares. In case of delay due to the reason attributable to Party A, Party A shall pay Party B liquidated damages based on the purchase price corresponding to such part of the Target Shares not transferred, with a rate of 0.03% per day from the Trading Date to the completion date of transfer of all Target Shares.
2
| 7. | Notices |
All notices and circulation of the documents given pursuant to this Agreement can be delivered by letters, faxes, telegrams, e-mails, short messages via mobile phones.
| 8. | Governing Law and Resolution of Disputes |
8.1 The execution, construction and performance of this Agreement and the resolution of disputes hereunder shall be governed by the laws of PRC.
8.2 In the event of any dispute arising from the performance of this Agreement, the parties shall first resolve the dispute through friendly negotiations. In the event the parties fail to reach an agreement or are unwilling to negotiate on the dispute, either party may submit relevant dispute to the Beijing Arbitration Commission for arbitration.
| 9. | Miscellaneous |
9.1 This Agreement shall become effective upon execution by the parties.
9.2 In the event that any clause of this Agreement is found to be or becomes invalid or unenforceable by law or due to the reason not attributable to any party, both parties shall cooperate with each other and make all necessary amendments or modification to effectuate the transaction hereunder.
9.3 This Agreement shall replace and supersede any verbal promise, agreement, or commitment between both parties with respect to the transaction under this Agreement prior to execution of this Agreement.
9.4 This Agreement is made in two original copies, and each party holds one copy, and each copy has the same legal effect.
(Signatures Page Follows)
3
(No Text, Signature Page)
Party A:
Cosmic Soar Limited
| By: | /s/ Sheng Hou | |
| Date: September 13, 2021 | ||
| Party B: | |
| /s/ Yinxinfo Guo | |
| Date: September 13, 2021 |
4