Security Deposit Pledge Guarantee Agreement
Security Deposit Pledge Guarantee Agreement
Agreement No.: 20195237
Date: December 23, 2019
Party A: ZhongAn Online P&C Insurance Co., Ltd. (hereinafter referred to as “Party A” or “ZhongAn Insurance”)
Registered Address: 4-5/F, Associate Mission Xxxxxxxx, 000 Xxxxxxxxxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxxx
Legal Representative: OU Yaping
Party B: Shenzhen Xxxxxxx Financing Guarantee Co., Ltd. (hereinafter referred to as “Party B” or “Xxxxxxx Guarantee”)
Registered Address: Xxxx 0000, Xxxxxxxx Xx.0, Xxxxx 0, Xxxxxxx Business Center, Shennan Road, Yuehai Subdistrict, Nanshan District, Shenzhen
Legal Representative: SONG Hui
WHEREAS,
Party A, Party B and Shenzhen Ying Xxxxx Xxxx Financial Information Service Co., Ltd. (hereinafter referred to as “Ying Xxxxx Xxxx”) have entered into the Tripartite Cooperation Agreement No. 20193854, and, Party A, Party B and Shenzhen Xiaoying Puhui Technology Co., Ltd. (hereinafter referred to as “Xiaoying Puhui”) have entered into the Tripartite Cooperation Agreement No. 20193948 (hereinafter collectively as the “Tripartite Cooperation Agreements”). According to the Tripartite Cooperation Agreements, with respect to the specific loan business referred by Ying Xxxxx Xxxx or Xxxxxxxx Puhui, Party B will enter into an Entrusted Guarantee Contract with the borrower and charge the borrower guarantee fee and arrears administration fee (if any) according to the contract. If Party A underwrites such loan business after passing the underwriting review, Party B will provide joint and several liability guarantee for the right of subrogation against the borrower to be acquired by Party A after fulfilling the insurance payment obligation to the lender in accordance with the insurance contract and the premium as Party A may require the borrower to pay under the guarantee insurance business, provided that the total amount paid by Party B for such joint and several liability guarantee shall be capped at the aggregate of the guarantee fees payable and the arrears administration fees (if any) actually paid to Party B by all the borrowers in the loans underwritten by Party A in the above cooperation. NOW, Party B is willing to provide security deposit pledge guarantee for its above joint and several guarantee liability.
THEREFORE, in order to specify the rights and obligations of the Parties, the Parties hereto enter into the following agreement in good faith and upon friendly consultation according to the provisions of applicable laws and regulations.
Article 1 Security Deposit Pledge Guarantee
1.1 Scope of Guarantee and Enforcement of Security Interest:
Party B agrees to create security deposit pledge guarantee for the joint and several guarantee liability of Party B under the Tripartite Cooperation Agreements, by providing security deposit. Should Party B fail to timely and fully fulfill its joint and several guarantee liability to ZhongAn Insurance pursuant to the Tripartite Cooperation Agreements due to its own cause, then ZhongAn Insurance shall be entitled to directly deduct the security deposit paid by Party B hereunder, by an amount equivalent to the amount of the joint and several guarantee liability that should be assumed by Party B under the Tripartite Cooperation Agreements (provided that the total amount shall be capped at the aggregate of the guarantee fees payable and the arrears administration fees (if any) actually paid to Party B by all the borrowers in the loans underwritten by Party A in the above cooperation). After Party A’s deduction of corresponding amount from the security deposit paid by Party B, Party B shall be deemed to have fulfilled the joint and several guarantee liability as agreed under the Tripartite Cooperation Agreements, and Party A shall continue performing relevant obligations in accordance with the provisions of the Tripartite Cooperation Agreements, including but not limited to refunding to Party B the amounts subsequently repaid to Party A by defaulted borrowers due to reasons such as being demanded for repayment.
1.2 This Agreement shall only apply to the business occurred before November 1, 2019 (exclusive), which Party A will underwrite corresponding creditor’s rights pursuant to the Tripartite Cooperation Agreements and Party B agrees to provide guarantee for such creditor’s rights therein.
1.3 Collection and Refund of Security Deposit:
(1) Collection of Security Deposit. Party B will pay the security deposit to Party A according to the schedule below upon execution of this Agreement:
|
Due Date |
|
Payment Xxxxxx |
| |
|
Xxxxxxxx 00, 0000 |
|
XXX |
70,000,000.00 |
|
|
December 20, 0000 |
|
XXX |
150,000,000.00 |
|
|
January 20, 0000 |
|
XXX |
150,000,000.00 |
|
|
February 20, 0000 |
|
XXX |
120,000,000.00 |
|
|
Xxxxx 00, 0000 |
|
XXX |
120,000,000.00 |
|
|
Xxxxx 00, 0000 |
|
XXX |
120,000,000.00 |
|
|
May 20, 0000 |
|
XXX |
120,000,000.00 |
|
|
June 20, 0000 |
|
XXX |
50,000,000.00 |
|
|
Total |
|
RMB |
900,000,000.00 |
|
The above security deposit will be paid to the security deposit account designated by Party A below:
Account Holder: ZhongAn Online P&C Insurance Co., Ltd.
Bank: [ ]
Account No.: [ ]
(2) Refund of Security Deposit. On the first anniversary upon effectiveness of this Agreement or on the date as Party A and Party B may otherwise agree, Party A and Party B shall settle the security deposit, and after confirming that Party B has fully performed all obligations hereunder, Party A shall refund the remaining security deposit which has not been deducted (if any) to Party B within 5 business days.
(3) The Parties may otherwise confirm the specific operation rules for reconciliation, payment, refund and deduction of security deposit by email.
Article 2 Representations and Warranties
2.1 The Parties undertake that the execution of this Agreement complies with applicable laws and regulations, and violate no laws or regulations.
2.2 The Parties have obtained the necessary and lawful approvals and authorizations for the execution and performance of this Agreement, including but not limited to the approvals and authorizations of the authorities of the Parties, and the execution of this Agreement and performance of their obligations hereunder by the Parties comply with the provisions of laws, administrative rules, regulations and the Articles of Association or internal organizational documents of the Parties.
2.3 The Parties shall sign the documents and provide all kinds of information and documents that must be signed or provided by the Parties to complete the cooperation matters hereunder.
2.4 The Parties shall actively perform their obligations under other provisions hereof.
Article 3 Confidentiality Obligation
The Parties shall be obligated to keep confidential the trade secrets and information relating to this Agreement of the other Party known and the contents of this Agreement (hereinafter collectively referred to as the “Secrets”). Unless otherwise provided in the PRC laws and regulations or required by regulatory authorities, neither Party may disclose the Secrets to any other third party.
Article 4 Liabilities for Breach of Contract
4.1 A Party who breaches its undertakings, warranties or other obligations hereunder shall indemnify the other Party for losses suffered as a result of such breach and for costs incurred in pursuing and remedying the breach by the other Party.
4.2 If a Party is unable to perform or fully perform this Agreement due to force majeure, such Party shall be fully or partially exempted from the liability for breach of contract.
4.3 Event of Default
In addition to breach of any obligation, undertaking or warranty hereunder, any of the following events of Party B shall constitute an Event of Default for the purpose of this Article:
(1) Where Party B breaches any of its obligations hereunder or Party B explicitly expresses or indicates by its own acts that it will not perform any of its obligations hereunder;
(2) Where the documents submitted or any representations and undertakings made to Party A by Party B are unauthentic, inaccurate or incomplete; or have false records, misleading representations or gross omissions; or conceal true and important information;
(3) Where Party B experiences leakage of customers’ personal information or concentrated negative news or public opinions;
(4) Where Party B is subject to frequent litigation or arbitration cases, or has disputes the amount of which are so large that it may affect the performance of Party B’s obligations under this cooperation, except for Party B’s recovery litigation or actions initiated against the borrower;
(5) Where Party B is subject to any administrative punishment or criminal sanction or any investigation by relevant authority, due to any illegal or irregular operation etc.;
(6) Where Party B incurs external financing liabilities on its own or through its affiliates or otherwise without 15 business days’ prior notice to Party A;
(7) Where Party B provides external guarantee without 15 business days’ prior notice to Party A;
(8) Where any controlling shareholder, actual controller, director, supervisor or senior executive of Party B is subject to criminal sanctions, has committed major violations of laws or regulations or is included in the list of dishonest persons subject to enforcement;
(9) Where Party B has significant operational difficulties, financial losses, significant loss of assets, etc. that may result in a decline in its ability to fulfill its obligations;
(10) Where Party B has corporate merger, split, dissolution, acquisition and reorganization, disposal of major assets, liquidation, been declared bankrupt, or the like;
(11) Where Party B fails to maintain the approvals, authorizations and/or consents required to perform its contractual obligations, or the said approvals, authorizations and/or consents have been suspended, withdrawn or revoked;
(12) Where Party B breaches any representation or warranty made in this Agreement;
(13) Where Party B is under receivership or placed in trust by the relevant regulatory authority;
(14) Where Party B has ceased or shows by action that it will cease operating its main business;
(15) Where Party B is negligent in administering or asserting its due claims against third parties; or disposes assets for free or at unreasonably low price or in other inappropriate way, or transfers property or avoids debts;
(16) Where Party B has any other illegal or irregular acts or there are circumstances that may cause it unable to perform its obligations hereunder as agreed.
4.4 Where Party B has any Event of Default stated herein, Party A is entitled to take any or more of the following measures:
(1) Require Party B to immediately cease its breach, and compensate Party A for all economic losses so suffered;
(2) Unilaterally terminate this Agreement based on the then circumstances;
(3) Require Party B to continue the performance of the contractual obligations hereunder;
(4) Notify the lender to immediately stop new advance;
(5) Disclose Party B’s breach of contract to the public; and
(6) Take other remedy measures as provided by laws and regulations.
Article 5 Notice
5.1 The Parties shall send notice to the other Party by the following address:
Party A: ZhongAn Online P&C Insurance Co., Ltd.
Address: ZhongAn Insurance, 4/F, Associate Mission Building, 000 Xxxxxxxxxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxxx
Phone: [ ]
Contact Person: [ ]
Email: [ ]
Party B: Shenzhen Xxxxxxx Financing Guarantee Co., Ltd.
Address: Xxxx 00X00, Xxxxx X, Xxxxxxxxx Xxxxxxx and Technology Square, 166&168 Haide 3rd Road, Haizhu Community, Yuehai Sub-district, Nanshan District, Shenzhen
Phone: [ ]
Contact Person: [ ]
Email: [ ]
5.2 A notice will be deemed received on (i) the first business day after the date of sending (the date of sending shall be the date when the fax machine prints the confirmation of successful sending of the fax), if sent by fax; or (ii) the date of delivery to the designated address, if sent by personal delivery; or (iii) the 5th day after the date of post, if sent by post; or (iv) the date of successful sending, if sent by e-mail.
5.3 If a Party designates a different address or if its above address changes, such Party shall promptly notify the other Party in writing.
Article 6 Applicable Laws and Dispute Resolution
6.1 The validity, interpretation and performance of this Agreement shall be governed by the laws, regulations and governmental department rules of the PRC.
6.2 Any dispute arising from the performance of this Agreement or in connection with this Agreement shall be resolved by the Parties through friendly negotiation; and in case of failure to do so, either Party may bring a lawsuit before the competent people’s court at the place where Party A is located.
6.3 Pending dispute resolution, the Parties shall continue performing this Agreement except the disputed part.
Article 7 Miscellaneous
7.1 This Agreement shall establish and take effect upon affixation of common seal by the Parties and seal by the legal representatives of the Parties.
7.2 This Agreement shall be effective retroactively from November 1, 2019.
7.3 This Agreement shall be made in duplicate, with each Party holding one copy of the same legal effect.
(REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.)
(Signature Page to the Security Deposit Pledge Guarantee Agreement No. 20195237)
Party A: ZhongAn Online P&C Insurance Co., Ltd. (Common Seal)
/s/ Seal of ZhongAn Online P&C Insurance Co., Ltd.
|
Legal Representative: |
/s/ Ou Yaping |
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Party B: Shenzhen Xxxxxxx Financing Guarantee Co., Ltd. (Common Seal)
/s/ Seal of Shenzhen Xxxxxxx Financing Guarantee Co., Ltd.
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Legal Representative: |
/s/ Song Hui |
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