Fourth Supplemental Agreement
Exhibit 4.28
This Fourth Supplemental Agreement (this “Agreement”) is entered into as of March 7, 2024 by and among the following parties in Beijing:
| Party A: | Beijing Xxxxx Xxxxxxxx Network Technology Co., Ltd., a wholly foreign-owned enterprise legally established and validly existing in the People’s Republic of China (the “PRC”), with the unified social credit code of 91110108MA01AWYY4A and the registered address at Xxxx 0000-00, 00xx Xxxxx, Xx. 0 Xxxxxxx Xxxx Xxxxx Xxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx (“Xxxxx Xxxxxxxx”); | |
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Zhuhai Chongsheng Heli Network Technology Co., Ltd., a limited liability company legally established and validly existing in the PRC, with the unified social credit code of 91440400MA53HUAU2Y and the registered address at Xxxx 000, 0xx Xxxxx, Xxxxxxxx 0, Xx. 000 Xxxxxxxx Xxxxxx, Xxxxxxx Xxx Xxxxxxxx, Xxxxxx;
Xi’an Ruiying Huishi Network Technology Co., Ltd., a limited liability company legally established and validly existing in the PRC, with the unified social credit code of 91610131MA71324WX6 and the registered address at Xxxx X000, Xx. 00000, Xxxx Xxxxx 0, Xxxxx Xxxxxxx, Xx. 00, Xxxxxxx 0xx Xxxx, Xxxx-xxxx Xxxx, Xx’xx, Xxxxxxx Xxxxxxxx (“Xi’an Ruiying”);
Hainan Haiyue Dongfang Network Technology Co., Ltd., a limited liability company legally established and validly existing in the PRC, with the unified social credit code of 91460000MA5TPNGK7H and the registered address at No. X-000, 0xx Xxxxx, Xxxxx X, Xxxxxx Xxxx, Xx. 00, Xxxxxx Xxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx Xxxx, Xxxxxx Xxxxxxxx; |
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| Xxxxx Xxxxxxxx Youbo Network Technology Co., Ltd., a limited liability company legally established and validly existing in the PRC, with the unified social credit code of 91420100MA49KEAK79 and the registered address at Xxxx 000-000, 0xx Xxxxx, Xxxxxxxx 0, Xxxxxx Xx-Xxxx Xxxxxxxxxx Xxxx, Xx. 0 Xxxxxxxxxxx Xxxxxx Xxxx, Xxxxx Xxxxxx New Technology Development District, Wuhan (“Wuhan Dongfang Youbo”);
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| Party B: | Beijing New Oriental Xuncheng Network Technology Co., Ltd., a limited liability company legally established and validly existing in the PRC, with the unified social credit code of 9111010877256341X4 and the registered address at Xxxx 000-00, 0xx xxxxx, Xx. 0 Xxxxxxx Xxxx Xxxxx Xxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx; |
| Party B’s Subsidiaries: the entities listed in Schedule I and the entities to be updated from time to time in accordance with this Agreement that are invested and controlled by Party B (including controlled by means of contractual arrangement);
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| Party C: | New Oriental Education & Technology Group Co., Ltd., a limited liability company legally established and validly existing in the PRC, with the unified social credit code of 91110108726367151N and the registered address at 0xx Xxxxx, Xx. 0 Xxxxxxx Xxxxxx Xxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx; | |
Each of the parties listed above is referred to herein individually as a “Party” and collectively as the “Parties”.
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WHEREAS,
| 1. | (1) Party A, Party B, Party B’s Subsidiaries and Party C jointly or severally executed the following agreements: (i) the Exclusive Option Agreement, the Exclusive Management Consultancy and Cooperation Agreement, the Equity Pledge Agreement, the Powers of Attorney, and the Letters of Undertaking on May 10, 2018; (ii) the Acceptance Letter and the Supplemental Agreement on October 10, 2019; (iii) the Second Supplemental Agreement on February 1, 2021; and (iv) the Third Supplemental Agreement on May 24, 2023; (2) Beijing Xinyuanfang Human Resources Service Co., Ltd. and Dongfang Youxuan (Beijing) Technology Co., Ltd. each signed the Acceptance Letter on January 12, 2022; (3) Oriental Selection (Beijing) Technology Co., Ltd. signed the Acceptance Letter on January 4, 2023; (4) Oriental Selection (Zhuhai) Tourism and Culture Co., Ltd. signed the Acceptance Letter on March 1, 2024; (5) Time with Xxxxx (Beijing) Technology Co., Ltd. signed the Acceptance Letter on March 1, 2024; (6) Oriental Selection (Jiaxing) Supply Chain Management Co., Ltd. signed the Acceptance Letter on March 7, 2024 (collectively, the “Original Agreements”). |
| 2. | Party B, Party C, Xxxxx Xxxxxxxx and other relevant parties jointly executed the Acquisition Agreement on November 21, 2023, which stipulates the following: (1) Party B shall transfer 100% of the equity interests it holds in Beijing Kuxue Huisi Network Technology Co., Ltd. (“Kuxue Huisi”) to Party C (“Kuxue Huisi Equity Transfer”); (2) New Oriental Xuncheng Technology (Hong Kong) Limited shall transfer 100% of the equity interests it holds in Xi’an Ruiying to Party C (“Xi’an Ruiying Equity Transfer”). |
| 3. | As of the date of this Agreement, Xxxxx Xxxxxxxx Xxxxx is undergoing bankruptcy liquidation. |
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After negotiation, the Parties agree as follows:
| 1. | Parties agree that: (1) upon the completion date of the Kuxue Huisi Equity Transfer, Kuxue Huisi ceases to have any right or obligation under the Original Agreements; (2) upon the completion date of the Xi’an Ruiying Equity Transfer, Xi’an Ruiying ceases to have any right or obligation under the Original Agreements; (3) upon the completion of the liquidation and deregistration of Xxxxx Xxxxxxxx Youbo, Xxxxx Xxxxxxxx Youbo ceases to have any right or obligation under the Original Agreements; (4) other parties to the Original Agreements shall continue to perform the Original Agreements, and enjoy the rights and assume the obligations under the Original Agreements. |
| 2. | This Agreement shall take effect and become binding on Parties upon due execution of this Agreement by all Parties. |
| 3. | This Agreement shall be a part of the Original Agreements and has the same effect as the Original Agreements. In case of inconsistency between this Agreement and the Original Agreements, this Agreement shall control. |
| 4. | Any matter not covered in this Agreement shall be carried out in accordance with the Original Agreements, and those not covered in the Original Agreements shall be resolved through negotiations among Parties. |
| 5. | This Agreement shall be executed in fourteen (14) counterparts, with each Party holding one (1) counterpart, and each of which shall have the same legal effect. |
(REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK)
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SCHEDULE I PARTY B’S SUBSIDIARIES
| No. |
Name |
|||
| 1. |
Beijing Kuxue Huisi Network Technology Co., Ltd. | |||
| 2. |
Xxxxxxxx Xxxxxxx (Beijing) Technology Co., Ltd. | |||
| 3. |
Beijing Xinyuanfang Human Resources Service Co., Ltd. | |||
| 4. |
Oriental Selection (Beijing) Technology Co., Ltd. | |||
| 5. |
Oriental Selection (Zhuhai) Tourism and Culture Co., Ltd. | |||
| 6. |
Oriental Selection (Jiaxing) Supply Chain Management Co., Ltd. | |||
| 7. |
Time with Yuhui (Beijing) Technology Co., Ltd. | |||
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SIGNATURE PAGE TO THE FOURTH SUPPLEMENTAL AGREEMENT
PARTY A:
Beijing Xxxxx Xxxxxxxx Network Technology Co., Ltd. (seal)
Legal representative or authorized representative (Signature): /s/ Legal representative or authorized representative
| /s/ Seal of Beijing Xxxxx Xxxxxxxx Network Technology Co., Ltd. |
Xxxxxx Xxxxxxxxxx Heli Network Technology Co., Ltd. (seal)
Legal representative or authorized representative (Signature): /s/ Legal representative or authorized representative
| /s/ Seal of Xxxxxx Xxxxxxxxxx Heli Network Technology Co., Ltd. |
Xi’an Ruiying Huishi Network Technology Co., Ltd. (seal)
Legal representative or authorized representative (Signature): /s/ Legal representative or authorized representative
| /s/ Seal of Xi’an Ruiying Huishi Network Technology Co., Ltd. |
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SIGNATURE PAGE TO THE FOURTH SUPPLEMENTAL AGREEMENT
PARTY A:
Hainan Haiyue Dongfang Network Technology Co., Ltd. (seal)
Legal representative or authorized representative (Signature): /s/ Legal representative or authorized representative
| /s/ Seal of Hainan Haiyue Dongfang Network Technology Co., Ltd. |
Xxxxx Xxxxxxxx Youbo Network Technology Co., Ltd. (seal)
Legal representative or authorized representative (Signature): /s/ Legal representative or authorized representative
| /s/ Seal of Xxxxx Xxxxxxxx Youbo Network Technology Co., Ltd. |
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SIGNATURE PAGE TO THE FOURTH SUPPLEMENTAL AGREEMENT
PARTY B:
Beijing New Oriental Xuncheng Network Technology Co., Ltd. (seal)
Legal representative or authorized representative (Signature): /s/ Legal representative or authorized representative
| /s/ Seal of Beijing New Oriental Xuncheng Network Technology Co., Ltd. |
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SIGNATURE PAGE TO THE FOURTH SUPPLEMENTAL AGREEMENT
PARTY B’S SUBSIDIARIES:
Beijing Kuxue Huisi Network Technology Co., Ltd. (seal)
Legal representative or authorized representative (Signature): /s/ Legal representative or authorized representative
| /s/ Seal of Beijing Kuxue Huisi Network Technology Co., Ltd. |
Xxxxxxxx Xxxxxxx (Beijing) Technology Co., Ltd. (seal)
Legal representative or authorized representative (Signature): /s/ Legal representative or authorized representative
| /s/ Seal of Xxxxxxxx Xxxxxxx (Beijing) Technology Co., Ltd. |
Time with Yuhui (Beijing) Technology Co., Ltd. (seal)
Legal representative or authorized representative (Signature): /s/ Legal representative or authorized representative
| /s/ Seal of Time with Xxxxx (Beijing) Technology Co., Ltd. |
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SIGNATURE PAGE TO THE FOURTH SUPPLEMENTAL AGREEMENT
PARTY B’S SUBSIDIARIES:
Beijing Xinyuanfang Human Resources Service Co., Ltd. (seal)
Legal representative or authorized representative (Signature): /s/ Legal representative or authorized representative
| /s/ Seal of Beijing Xinyuanfang Human Resources Service Co., Ltd. |
Oriental Selection (Zhuhai) Tourism and Culture Co., Ltd. (seal)
Legal representative or authorized representative (Signature): /s/ Legal representative or authorized representative
| /s/ Seal of Oriental Selection (Zhuhai) Tourism and Culture Co., Ltd. |
Oriental Selection (Beijing) Technology Co., Ltd. (seal)
Legal representative or authorized representative (Signature): /s/ Legal representative or authorized representative
| /s/ Seal of Oriental Selection (Beijing) Technology Co., Ltd. |
Oriental Selection (Jiaxing) Supply Chain Management Co., Ltd. (seal)
Legal representative or authorized representative (Signature): /s/ Legal representative or authorized representative
| /s/ Seal of Oriental Selection (Jiaxing) Supply Chain Management Co., Ltd. |
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SIGNATURE PAGE TO THE FOURTH SUPPLEMENTAL AGREEMENT
PARTY C:
New Oriental Education & Technology Group Co., Ltd. (seal)
Legal representative or authorized representative (Signature): /s/ Legal representative or authorized representative
| /s/ Seal of New Oriental Education & Technology Group Co., Ltd. |
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