Contract
Exhibit 10.12
***Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is the type the registrant treats as private or confidential. Such omitted information is indicated by brackets (“[Redacted]”) in this exhibit.***
Supplemental Agreement to the Power of Attorney Agreement
Party A: Yunxuetang Information Technology (Jiangsu) Co., Ltd.
Registered address: [Redacted]
Legal representative: Xx Xxxxxxx
Party B: Xx Xxxxxxx
ID Card No.: [Redacted]
Party C: Jiangsu Yunxuetang Network Technology Co., Ltd.
Registered address: [Redacted]
Legal representative: Xx Xxxxxxx
Whereas:
| 1. | Party A is a wholly foreign-owned enterprise incorporated and existing under the laws of the PRC. |
| 2. | Party C is a limited liability company incorporated and existing under the laws of the PRC. |
| 3. | Party B is one of the shareholders of Party C. Prior to the signing of this Agreement, the shareholders of Party C and the amount of their capital contributions are shown in the table below. |
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| Shareholder |
Registered capital contribution (RMB) |
|||
| Xx Xxxxxxx |
28,452,538 | |||
| Suzhou New Zhiyun Enterprise Management Consulting Center (limited partnership) (苏州新智云企业管理咨询中心（有限合伙）) |
6,120,849 | |||
| Xxxx Xxx |
2,588,813 | |||
| Suzhou Dazhi Qihong Enterprise Management Consulting Center (limited partnership) (苏州大致启宏企业管理咨询中心（有限合伙）) |
3,636,736 | |||
| Beijing Langmafeng Venture Capital Management Co., Ltd. |
12,268,519 | |||
| Xx Xxx |
1,501,006 | |||
| Xxxx Xxxxxx |
805,657 | |||
| Xx Xxxxxx |
805,657 | |||
| Shanghai Ximalaya Technology Co., Ltd. |
2,592,913 | |||
| Xxxx Xxxxxx |
1,728,608 | |||
| Xxx Xx |
1,728,608 | |||
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|
|
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| Total |
62,229,904 | |||
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| 4. | All the shareholders of Party C and Party A and Party C entered into the Power of Attorney Agreement (the “Original Agreement”) on June 1, 2020. Party B, as one of the shareholders of Party C, also signed the Original Agreement in respect of the registered capital contribution of RMB28,452,538 held by it. |
| 5. | Now Beijing Langmafeng Venture Capital Management Co., Ltd., a shareholder of Party C, intends to transfer its registered capital contribution of RMB11,646,220 to Party B (the “Beijing Langmafeng Equity Transfer”), and shareholder Xx Xxx intends to transfer his registered capital contribution of RMB1,501,006 to Party B (the “Xx Xxx Equity Transfer”, and together with the Beijing Langmafeng Equity Transfer, the “Equity Transfer”). Following the Equity Transfer, Xx Xxx shall no longer hold any Equity in Party C, Beijing Langmafeng Venture Capital Management Co., Ltd. shall continue to hold the registered capital contribution of RMB622,299, and Party B shall hold an additional registered capital contribution of RMB13,147,226 (the “Newly-transferred Equity”). |
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Now Party A, Party B and Party C reached a consensus through consultation and made and entered into the Supplemental Agreement in Suzhou, the People’s Republic of China on July 12, 2024:
I. In respect of the Newly-transferred Equity, Party B voluntarily joins the Original Agreement as the Authorizing Party and accepts all the terms and conditions of the Original Agreement, including but not limited to irrevocably entrusting and authorizing Party A or the person designated by Party A to exercise all and any of the shareholders’ rights conferred on Party B (the Authorizing Party) by the laws of the PRC and the Articles of Association of Party C as a shareholder of the Newly-transferred Equity to the fullest extent permitted by the law.
II. This Supplementary Agreement shall be an integral part of the Original Agreement. Following the execution of this Supplemental Agreement, the Original Agreement shall, unless otherwise agreed in this Supplemental Agreement, remain in full effect. In the event of any discrepancy between this Supplemental Agreement and the Original Agreement, this Supplemental Agreement shall prevail. For any matter not specified in this Supplemental Agreement (including, but not limited to, the application of law, dispute resolution, etc.) shall be subject to the stipulation of the Original Agreement.
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IN WITNESS WHEREOF, the Parties have caused their authorized representatives to sign this Supplemental Agreement on the date first set forth above for observation.
| Party A: Yunxuetang Information Technology (Jiangsu) Co., Ltd. | ||||
| Signature of Authorized Representative: | /s/ Xx Xxxxxxx |
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| Name: Xx Xxxxxxx | ||||
| Title: Chairman | ||||
| Party B: Xx Xxxxxxx | ||||
| Signature: | /s/ Xx Xxxxxxx |
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| Party C: Jiangsu Yunxuetang Network Technology Co., Ltd. | ||||
| Signature of Authorized Representative: | /s/ Xx Xxxxxxx |
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| Name: Xx Xxxxxxx | ||||
| Title: Chairman | ||||
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