UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 5)*
| Scienjoy Holding Corporation |
| (Name of Issuer) |
| Class A 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) |
| August 26, 2022 |
| (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
|
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
|
| 1,868,639 | ||
| 8 | SHARED VOTING POWER
| |
| 0 | ||
| 9 | SOLE DISPOSITIVE POWER
| |
| 1,868,639 | ||
| 10 | SHARED DISPOSITIVE POWER
| |
| 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
| 1,868,639 | |
| 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)
|
| Class A Ordinary Share: 5.10% (1) | |
| 14 | TYPE OF REPORTING PERSON (See Instructions)
|
| CO |
| (1) | Calculation is based on 36,623,168 Class A Ordinary Shares issued and outstanding as of August 29, 2022. The Issuer also issued 2,925,058 Class B Ordinary Shares as of August 29, 2022. The rights of the holders of Class A Ordinary Share and Class B Ordinary Share are identical, except with respect to conversion rights and voting rights. Each Class B Ordinary Share is convertible into one (1) Class A Ordinary Share in accordance with certain procedures. Therefore, the total number of the Ordinary Shares of the Issuer is 39,548,226, and the Reporting Person beneficially owns 4.72% of the total number of the issued and outstanding Ordinary Shares. |
Page 3
CUSIP No. |
G7864D112 |
| 1 | NAMES
OF REPORTING PERSONS
|
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
|
| 1,868,639 | ||
| 8 | SHARED VOTING POWER
| |
| 0 | ||
| 9 | SOLE DISPOSITIVE POWER
| |
| 1,868,639 | ||
| 10 | SHARED DISPOSITIVE POWER
| |
| 0 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
| 1,868,639 | |
| 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)
|
| Class A Ordinary Share: 5.10% (1) | |
| 14 | TYPE OF REPORTING PERSON (See Instructions)
|
| IN |
| (1) | Calculation is based on 36,623,168 Class A Ordinary Shares issued and outstanding as of August 29, 2022. The Issuer also issued 2,925,058 Class B Ordinary Shares as of August 29, 2022. The rights of the holders of Class A Ordinary Share and Class B Ordinary Share are identical, except with respect to conversion rights and voting rights. Each Class B Ordinary Share is convertible into one (1) Class A Ordinary Share in accordance with certain procedures. Therefore, the total number of the Ordinary Shares of the Issuer is 39,548,226, and the Reporting Person beneficially owns 4.72% of the total number of the issued and outstanding Ordinary Shares. |
Page 4
Explanatory Note
This Amendment No. 5 (“Amendment No.5”) amends and supplements the statement on Schedule 13D (the “Original Schedule 13D”) jointly filed on October 14, 2021 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 to the Original Schedule 13D filed on October 13, 2020 (“Amendment No.1”), Amendment No.2, filed on March 30, 2021 (“Amendment No.2”), Amendment No.3, filed on October 14, 2021 (“Amendment No.3”) and Amendment No.4, filed on June 15, 2022 (“Amendment No.4” and, together with Amendment No.1, Amendment No.2, Amendment No.3 and the Original Schedule 13D, the “Schedule 13D”) relating to the beneficial ownership of the Class A Ordinary Shares, with no par value (the “Class A Ordinary Shares”), of Scienjoy Holding Corporation, a British Virgin Islands 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:
| (a) | As of the date of this filing, Cosmic directly beneficially owns 1,868,639 Class A Ordinary Shares, which represents 5.10% of the issued and outstanding Class A Ordinary Shares of the Issuer. The foregoing percentage interests are calculated based on 36,623,168 Class A Ordinary Shares issued and outstanding as of August 29, 2022. The Issuer also issued 2,925,058 Class B Ordinary Shares as of August 29, 2022. The rights of the holders of Class A Ordinary Share and Class B Ordinary Share are identical, except with respect to conversion rights and voting rights. Each Class B Ordinary Share is convertible into one (1) Class A Ordinary Share in accordance with certain procedures. Therefore, the total number of the Ordinary Shares of the Issuer is 39,548,226, and Cosmic beneficially owns 4.72% of the total number of the issued and outstanding Ordinary Shares. |
Each Class B Ordinary Share is entitled to ten (10) votes per share, whereas each Class A Ordinary Share is entitled to one vote per share. Accordingly, in the meeting of the shareholders or on any resolution of shareholders, Cosmic may be deemed to beneficially own the sole power to vote or direct the vote and the sole power to dispose or to direct the disposition as to the securities representing 2.84% of the voting power of the Issuer.
| (b) | 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 the sole power to vote or direct the vote and the sole power to dispose or to direct the disposition as to the 1,868,639 Class A Ordinary Shares directly held by Cosmic. |
| (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 |
On August 25, 2022, Yang Zhang, Chaorong Xie, Zhanwen Guo, and Fang Jin (the “Buyers”) and Cosmic entered into four stock block trading agreements (the “Agreements”), pursuant to which Cosmic sold 2,000,000 Ordinary Shares in total to the Buyers for $3.51 per share as follows: 350,000 Class A Ordinary Shares to Yang Zhang, 450,000 Class A Ordinary Shares to Chaorong Xie, 550,000 Class A Ordinary Shares to Zhanwen Guo, and 650,000 Class A Ordinary Shares to Fang Jin.
The copies of the Agreements (English Translation) are attached hereto as Exhibits to this Amendment No.5 and are 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 |
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: September 9, 2022
| 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 August 25, 2022 (Date of signing of this Agreement) in Beijing, the People’s Republic of China:
Seller: Cosmic Soar Limited
Purchaser: Yang Zhang
Whereas:
1. Scienjoy Holding Corporation（思享无限控股有限公司，hereinafter referred to as the “Company” or “SHC”)，is a company limited by stocks duly established and validly existing, and its public offering stocks are listed and traded on NASDAQ Stock Exchange of the U.S. (NASDAQ:SJ),
2. The Seller holds SJ stocks and intends to sell the unrestricted Outstanding stocks of 350,000 SJ stocks held by it through block trading (the “Target Stocks”).
In accordance with relevant laws and regulations, two parties have made agreements with respect to sale of such SJ stocks through block trading, as follows:
Article 1 Parties to Block Trading, Time, Quantity and Price
1.1 Trading method: The seller shall transfer the Target Stocks to the Purchaser through block trading on the Trading Date as specified in this agreement; and the Purchaser shall purchase the Target Stocks transferred by the Seller through block trading and pay the price to the Seller according to this Agreement.
1.2 Trading Date: The trading days between August 26, 2022 and August 26, 2022 are the date for block trading. During this period of time, the Parties shall trade at the price and quantity specified in 1.3 and 1.4 of this Article.
1.3 Number of Target Stocks: The number of stocks traded by both parties shall be: 350,000 stocks.
1.4 Purchase Price: The price per stock is US$3.51, and the total price is US$1,228,500. The strike price of the stock is the closing market price on the execution date of this Agreement.
Article 2 Trading information and Trading process between the two parties
2.4 Trading process: The seller shall transfer the Target Stocks to The Purchaser through block trading on the Trading Date as specified in this Agreement, and the Purchaser shall purchase the Target Stocks transferred by The seller through block trading and pay the price to The seller according to this Agreement shall be deemed to have fulfilled the trading obligations of the two parties. On the day of the trading Date, the Seller shall transfer the amount of Target Stocks agreed upon by both parties to the Purchaser’s securities account. The Purchaser shall make the corresponding payment to the Seller within 6 months of receipt of the Securities.
Article 3 Representations and Warranties
3.1 Both parties has all of its rights, authorities and necessary capacities to execute and perform this Agreement, and the representatives of the parties who signed the Agreement shall be authorized to sign this Agreement through all necessary procedures.
3.2 The documents, materials, etc. submitted by both parties are true, legal, accurate and valid.
3.3 Both parties undertake that their trading practices comply with all relevant securities laws and regulations and necessary in the United States Requirements of the program.
3.4 This Agreement has been duly signed by the Purchaser and is legal and valid, and the Seller has the right to claim rights against the Purchaser in accordance with the provisions of this Agreement.
Article 4 Confidentiality
Both parties to the Agreement undertake to keep confidential the documents and materials (including trade secrets, company plans, operational activities, financial information, technical information, business information and other trade secrets) that belong to other parties and are not available from public channels that are learned in the course of discussing, signing and executing this Agreement. Without the consent of the original party providing the information and documents, other parties shall not disclose all or part of the trade secret to any third party. However, the following information is excluded:
4.1 Information that is in the possession of the other party before such information is provided by the other party and is not under a duty of confidentiality.
4.2 Information required to be disclosed by law or competent authorities.
4.3 Information that was already known to the public prior to disclosure.
Article 5 Notices
All notices that one party needs to give to the other party in accordance with this Agreement, as well as the exchange of documents between the two parties and the notices and requirements related to this Agreement, etc., may be transmitted by letter, fax, telegram, e-mail, mobile phone short message, etc.
2
Article 6 Liability of Breaching
6.1 If either party violates this Agreement and causes losses to the non-compliant party, it shall bear the liability for the breach, and the breaching party shall have the right to notify the breaching party in writing to amend or remedy it within a specified period of time, and at the same time have the right to require the breaching party to compensate for the losses caused to the breaching party due to its breach.
6.2 If Purchaser is unable to pay the payment on time in accordance with this Agreement, Purchaser shall pay Seller a liquidated damages at a rate of three ten thousandths per day from the day after the payment date agreed in this Agreement to the date of actual payment.
Article 7 Applicable Law and Dispute Resolution
The conclusion, interpretation and performance of this Agreement shall be in accordance with the laws and regulations of the People’s Republic of China; If a dispute arises due to the performance of this Agreement, it shall be resolved by the two parties to this Agreement through friendly consultation, and if the negotiation fails or is unwilling to negotiate, either party may submit the dispute to the Beijing Arbitration Commission for arbitration and resolution.
Article 8 Effectiveness and Miscellaneous
8.1 This Agreement shall enter into force on the date of signature or seal of both parties.
8.2 If this Agreement is inconsistent with the Agreement or articles of association signed by the two parties in the previous period, the provisions of this Agreement shall prevail within the scope of both parties to this Agreement.
8.3 If any term or provision of this Agreement is found to be invalid by law or cannot be enforced due to external reasons, both parties shall cooperate and make corresponding amendments or adaptations to realize the original intention of the terms or agreements.
8.4 Matters not mentioned herein may be supplemented by the Parties through consultation. The supplementary agreement shall constitute a part of this Agreement. In case of any discrepancy between the supplementary agreement and this Agreement, the supplementary agreement shall prevail.
8.5 The signing of this Agreement supersedes any oral agreement, agreement or undertaking made by the parties in respect of the matters covered by this Agreement before signing.
8.6 This Agreement is made in two original copies, and each party holds one copy, and each copy has the same legal effect.
3
(No Text, Signature Page)
| Seller: Cosmic Soar Limited | ||
| By: | /s/ Sheng Hou | |
| Purchaser: Yang Zhang | ||
| /s/ Yang Zhang | ||
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 August 25, 2022 (Date of signing of this Agreement) in Beijing, the People’s Republic of China:
Seller: COSMIC SOAR LIMITED
Purchaser: Chaorong Xie
Trading Background:
The Seller holds the stocks of Scienjoy Holding Corporation（思享无限控股有限公司）publicly offered and traded on the NASDAQ Stock Exchange of the United States (NASDAQ: SJ), and intends to sell its 450,000 stocks of SJ unrestricted Outstanding stocks held by it in a block Trading (the “Target Stocks”) to the Purchaser.
In accordance with relevant laws and regulations, two parties have made agreements with respect to sale of such SJ stocks through block trading, as follows:
Article 1 Basic information of bulk Tradings
1.1 After consultation between the two parties, the number of stocks traded in the block Trading as specified in this Agreement shall be 450,000 stocks, at US$3.51 per share, with a total price of US$1,579,500 (the strike price of the stock is the closing market price on the Date of signing of this Agreement) was traded on August 26, 2022 (“Trading Date”).
1.2 Trading method: The seller shall transfer the Target Stocks to the Purchaser through block trading on the Trading Date as specified in this agreement; and the Purchaser shall purchase the Target Stocks transferred by the Seller through block trading and pay the price to the Seller according to this Agreement.
1.3 Trading process: The seller shall transfer the Target Stocks to The Purchaser through block trading on the Trading Date as specified in this Agreement, and the Purchaser shall purchase the Target Stocks transferred by The seller through block trading and pay the price to The seller according to this Agreement shall be deemed to have fulfilled the trading obligations of the two parties. On the day of the trading Date, the Seller shall transfer the amount of Target Stocks agreed upon by both parties to the Purchaser’s securities account. The Purchaser shall make the corresponding payment to the Seller within 6 months of receipt of the Securities.
1.4 After the signing of this Agreement and before the Trading Date, both parties have the right to unilaterally terminate this Agreement. The terminating Party shall deliver the notice of termination to the other Party at least 2 Business Days before the Trading Date, otherwise such termination shall be null and void. The notice of termination shall be in writing (including but not limited to e-mail, mobile phone sms, WeChat, fax, etc.), and the mail server, mobile phone, fax machine, etc. of the other party shall be deemed to be served.
Article 2 Representations and Warranties
2.1 Both parties has all of its rights, authorities and necessary capacities to execute and perform this Agreement, and the representatives of the parties who signed the Agreement shall be authorized to sign this Agreement through all necessary procedures.
2.2 The documents, materials, etc. submitted by both parties are true, legal, accurate and valid.
2.3 Both parties undertake that their trading practices comply with all relevant securities laws and regulations and necessary in the United States Requirements of the program.
2.4 This Agreement has been duly signed by the Purchaser and is legal and valid, and the Seller has the right to claim rights against the Purchaser in accordance with the provisions of this Agreement.
Article 3 Rights and Obligations
3.1 The Seller shall transfer the Target Stocks to the Purchaser’s account in a timely manner in accordance with this Agreement.
3.2 The Purchaser shall pay the purchase price in a timely manner in accordance with this Agreement.
Article 4 Notices
All notices that one party needs to give to the other party in accordance with this Agreement, as well as the exchange of documents between the two parties and the notices and requirements related to this Agreement, etc., may be transmitted by letter, fax, telegram, e-mail, mobile phone short message, etc.
Article 5 Confidentiality
Both parties to the Agreement undertake to keep confidential the documents and materials (including trade secrets, company plans, operational activities, financial information, technical information, business information and other trade secrets) that belong to other parties and are not available from public channels that are learned in the course of discussing, signing and executing this Agreement. Without the consent of the original party providing the information and documents, other parties shall not disclose all or part of the trade secret to any third party. However, except as otherwise provided by laws and regulations or otherwise agreed by both parties.
Article 6 Liability of Breaching
If any party violates this Agreement and causes losses to the non-compliant party, it shall be liable for the breach, and the breaching party shall have the right to notify the breaching party in writing to amend or remedy it within a specified period of time, and at the same time have the right to demand that the breaching party compensate for the losses caused to the breaching party due to its breach.
2
Article 7 Applicable Law and Dispute Resolution
The conclusion, interpretation and performance of this Agreement shall be in accordance with the laws and regulations of the People’s Republic of China; If a dispute arises due to the performance of this Agreement, it shall be resolved by the two parties to this Agreement through friendly consultation, and if the negotiation fails or is unwilling to negotiate, either party may submit the dispute to the Beijing Arbitration Commission for arbitration and resolution.
Article 8 Effectiveness and Miscellaneous
8.1 This Agreement shall enter into force on the date of signature or seal of both parties.
8.2 If this Agreement is inconsistent with the Agreement or articles of association signed by the two parties in the previous period, the provisions of this Agreement shall prevail within the scope of both parties to this Agreement.
8.3 If any term or provision of this Agreement is found to be invalid by law or cannot be enforced due to external reasons, both parties shall cooperate and make corresponding amendments or adaptations to realize the original intention of the terms or agreements.
8.4 Matters not mentioned herein may be supplemented by the Parties through consultation. The supplementary agreement shall constitute a part of this Agreement. In case of any discrepancy between the supplementary agreement and this Agreement, the supplementary agreement shall prevail.
8.5 The signing of this Agreement supersedes any oral agreement, agreement or undertaking made by the parties in respect of the matters covered by this Agreement before signing.
8.6 This Agreement is made in two original copies, and each party holds one copy, and each copy has the same legal effect.
3
(No Text, Signature Page)
| Seller: Cosmic Soar Limited | ||
| By: | /s/ Sheng Hou | |
| Purchaser: Chaorong Xie | ||
| By: | /s/ Chaorong Xie | |
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 August 25, 2022 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: Zhanwen Guo
Whereas:
| 1. | Scienjoy Holding Corporation（思享无限控股有限公司，hereinafter referred to as the “Company” or “SHC”)，is a company limited by stocks duly established and validly existing, and its public offering stocks are listed and traded on NASDAQ Stock Exchange of the U.S. (NASDAQ:SJ), |
| 2. | Party A, as a holder of SJ stocks, intends to sell 550,000 unrestricted stocks of SJ (the “Target Stocks”) through block trading. |
In accordance with relevant laws and regulations, two parties have made agreements with respect to sale of such SJ Stocks through block trading, as follows:
| 1. | Purchase and Sale of Stocks |
1.1 Party A shall transfer the Target Stocks to Party B through block trading on the Trading Date specified in this agreement, and Party B shall purchase the Target Stocks transferred by Party A through block trading and pay the price to Party A according to this Agreement.
1.2 Trading Date: August 26, 2022
1.3 Number of Target Stocks: 550,000
1.4 Purchase Price (per stock price / total price): The price per stock is US$3.51, and the total price is US$ 1,930,500. The strike price of the stock is the closing market price on the execution date of this Agreement.
1.5 Trading Process: Party A shall transfer such number of the Target Stocks 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.
| 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 trading 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. | Liability of Breaching |
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 Stocks 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 Stocks to make all reasonable efforts to cooperate and propel relevant agencies to complete the registration of transfer of the Target Stocks. 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 Stocks not transferred, with a rate of 0.03% per day from the Trading Date to the completion date of transfer of all Target Stocks.
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. | Effectiveness and 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 trading hereunder.
9.3 This Agreement shall replace and supersede any verbal promise, agreement, or commitment between both parties with respect to the trading 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.
Party A: Cosmic Soar Limited
| By: | /s/ Sheng Hou |
Party B: Zhanwen Guo
| /s/ Zhanwen Guo |
3
Exhibit 4
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 August 25, 2022 in Beijing, the People’s Republic of China (“China” or the “PRC”):
Party A: Cosmic Soar Limited
Party B: Fang Jin
| 1. | Whereas: |
| 1.1. | Scienjoy Holding Corporation（思享无限控股有限公司)，is a company limited by stocks duly established and validly existing, and its public offering stocks are listed and traded on NASDAQ Stock Exchange of the U.S. (NASDAQ:SJ). |
| 1.2. | Party A, as a holder of SJ stocks, intends to sell 650,000 unrestricted stocks held by it in SJ (the “Target Stocks”) through block trading. |
| 2. | Trading Date |
August 26, 2022
| 3. | Number of Target Stocks |
The number of stocks traded by both parties shall be: 650,000 stocks.
| 4. | Purchase Price |
The price per stock is US$3.51, and the total price is US$2,281,500. The strike price of the stock is the closing market price on the execution date of this Agreement.
| 5. | Trading Method |
Party A shall transfer the Target Stocks to Party B through block trading on the Trading Date as specified in this agreement, and Party B shall purchase the Target Stocks transferred by Party A through block trading and pay the price to Party A according to this Agreement.
| 6. | Trading Process |
Party A shall transfer the Target Stocks to Party B through block trading on the Trading Date as specified in this Agreement, and Party B shall purchase the Target Stocks transferred by Party A through block trading and pay the price to Party A according to this Agreement. Party A shall transfer such number of the Target Stocks 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.
| 7. | Parties’ Information |
| 8. | Rights and obligations |
| 8.1. | Party A shall ensure that the information delivered to Party B is accurate and correct. |
| 8.2. | Party A shall do its best to ensure the completion of the trading. |
| 8.3. | Party B shall pay the price to Party A according to this Agreement. |
| 8.4. | Party B shall do its best to ensure the completion of the trading. |
| 9. | Representations and Warranties |
| 9.1. | Each party has all of its rights, authorities and necessary capacities to execute and perform this Agreement. 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. |
| 9.2. | The documents, materials and information offered and delivered by each party are true, legal, accurate and effective. |
| 9.3. | Each party undertakes that it has performed all necessary procedures for the trading in compliance with all relevant securities laws and regulations in U.S.. |
| 10. | 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.
| 11. | 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.
| 12. | Liability of Breaching |
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, and at the same time has the right to request the breaching party to compensate the observant party for the losses caused by its breach of this Agreement.
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| 13. | Governing Law and Resolution of Disputes |
| 13.1. | The execution, construction and performance of this Agreement and the resolution of disputes hereunder shall be governed by the laws of PRC. |
| 13.2. | 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. |
| 14. | Effectiveness and Miscellaneous |
| 14.1. | This Agreement shall become effective upon execution by the parties. |
| 14.2. | 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. |
| 14.3. | 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 trading hereunder. |
| 14.4. | 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. |
| 14.5. | This Agreement shall replace and supersede any verbal promise, agreement, or commitment between both parties with respect to the trading under this Agreement prior to execution of this Agreement. |
| 14.6. | This Agreement is made in two original copies, and each party holds one copy, and each copy has the same legal effect. |
Party A:
Cosmic Soar Limited
| By: | /s/ Sheng Hou |
Party B: Fang Jin
| /s/ Fang Jin |
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