PAYMENT ARRANGEMENT AGREEMENT
Exhibit 10.24
[English Translation]
THIS PAYMENT ARRANGEMENT AGREEMENT (this “Agreement”) is made and entered into in Shanghai, the People’s Republic of China on January 29, 2018 by and among:
(1) HU Guozhi (胡国志), a Chinese citizen with the ID No. XXXX;
(2) Smart Changing Inc, a company incorporated under the laws of the British Virgin Islands, with the registered office located at XXXX;
(3) CHEN Gang (陈刚), a Chinese citizen with the ID No. XXXX;
(4) Da Cong Limited, a company incorporated under the laws of the British Virgin Islands, with the registered office located at *;
(5) XXXX Xxxxx (陈国和), a Chinese citizen with the ID No. XXXX;
(6) Guohe Limited, a company incorporated under the laws of the British Virgin Islands, with the registered office located at XXXX;
(7) XXXX Xxxx (冯娟), a Chinese citizen with the ID No. XXXX;
(8) Shanghai De Hui Xxxx Xx Equity Investment Fund I Center, L.P. (上海德晖景和一期股权投资基金中心(有限合伙)), a limited partnership established under the laws of the People’s Republic of China, with the registered office located at Xxxx 000, 0xx Xxxxx, Xxxxxxxx 0, 000 Xxxxx Road, Jiading District, Shanghai (“De Hui”);
(9) GENG Xiaofei (耿晓菲), a Chinese citizen with the ID No. XXXX;
(10) XXXX Xxxxxxxx (王冬栋), a Chinese citizen with the ID No. XXXX;
(11) WU Junbao (吴俊保), a Chinese citizen with the ID No. XXXX;
(12) LI Ye (李晔), a Chinese citizen with the ID No.XXXX;
(13) BIAN Jin (卞进), a Chinese citizen with the ID No. XXXX;
(14) OneSmart International Education Group Limited 精銳國際教育集團有限公司, a company incorporated under the laws of the Cayman Islands with the registered number 320611 and registered office located at Vistra (Cayman) Limited, X.X. Xxx 00000 Xxxxx Xxxxxxxx, Xxxxxxxx Way, 000 Xxxx Xxx Xxxx, Xxxxx Xxxxxx, XX0-0000 Cayman Islands (the “Cayman Company.”);
(15) Shanghai OneSmart Education and Training Co., Ltd. (上海精锐教育培训有限公司), a limited company incorporated under the laws of the People’s Republic of China with the registered office located at West Area, 0xx Xxxxx,
000 Xxxxx Xxxx Xxxx, Xxxxx (Shanghai) Free Trade Zone (“OneSmart”);
(16) Shanghai Xxxx Xxx Rui Information Technology Co, Ltd. (上海精学锐信息科技有限公司), a limited company incorporated under the laws of the People’s Republic of China with the registered office located at Xxxx X000, 0xx Xxxxx, Xxxxxxxx 0, 0000 Xxxxxx South Road, China (Shanghai) Free Trade Zone (“Xxxx Xxx Xxx”);
(17) Shanghai Xxxx Xx Investment Co., Ltd. (上海精育投资有限公司), a limited company incorporated under the laws of the People’s Republic of China with the registered office located at Xxxx 000, 0xx Xxxxx, Xx. 0, Branch 128 Lane 66, Ye Xxx Xxxx South Road, Putuo District, Shanghai (“Xxxx Xx”);
(18) Shanghai Xi Zhi Enterprise Management Co., Ltd. (上海熙智企业管理有限公司), a limited company incorporated under the laws of the People’s Republic of China with the registered office located at Room 2637, 0xx Xxxxx, 0 Xxxxxxx Xxxx, Xxxxxxxxx Xxxxxxxx, Xxxxxxxx (“Xi Zhi”); and
(19) Shanghai Rui Si Science and Technology Information Consulting Co., Ltd. (上海锐思科技信息咨询有限公司), a limited company incorporated under the laws of the People’s Republic of China (“Rui Si”).
Each of the parties to this Agreement is referred to herein individually as a “Party” and collectively as the “Parties”.
RECITALS
(A) The Parties, other than Rui Si and Xi Zhi, and other relevant parties entered into a restructuring agreement on April 21, 2017, which was amended and supplemented by a supplemental agreement to the restructuring agreement entered into by the Parties and other relevant parties on October 31, 2017 (the restructuring agreement amended and supplemented by the supplemental agreement to the restructuring agreement, the “Restructuring Agreement”); unless otherwise agreed in this Agreement, the terms used in this Agreement shall have the same meanings given to them in the Restructuring Agreement.
(B) The Parties intend to enter into this Agreement to confirm the specific payment arrangement for the transactions under the Restructuring Agreement, and to further clarify the relevant legal relations.
NOW, THEREFORE, the Parties hereby agree as follows:
1. ONSHORE PAYMENT ARRANGEMENT
1.1 The Parties hereby agree as follows:
1.1.1 Equity Transfer of Xxxx Xx
OneSmart shall pay RMB2,000,000 to De Hui pursuant to Section 2.9.6(1)
of the Restructuring Agreement.
1.1.2 Xxxx Xx Loan
(1) OneSmart shall provide a loan of RMB53,838,104.62 to Xxxx Xx (“Xxxx Xx Loan”) free of interest; and
(2) Xxxx Xx shall pay RMB53,838,104.62 to De Hui pursuant to Section 2.9.6(2) of the Restructuring Agreement.
1.1.3 Third Equity Transfer of OneSmart
(1) OneSmart shall provide a loan of RMB1,344,248,826.16 to Xxxx Xxx Xxx (“Xxxx Xxx Xxx Loan I”) free of interest;
(2) Xxxx Xxx Rui shall provide a loan of RMB1,344,248,826.16 to Xi Zhi (“Xi Zhi Loan I”) with the interest specified in the Loan Agreement (as defined below);
(3) Xi Zhi shall pay each transferor below (the “Transferor(s)”) the transfer price of the Third Equity Transfer of OneSmart pursuant to Section 2.9.1 of the Restructuring Agreement with the funds from Xi Zhi Loan I, and Xi Zhi is entitled to withhold relevant tax and transaction fees and pay the remaining balance to each Transferor below. For the avoidance of doubt, even if otherwise agreed in the Restructuring Agreement, each Transferor agrees to bear the tax for the Third Equity Transfer, including the individual income tax of such Transferor and the stamp tax of Xi Zhi and such Transferor:
Currency: RMB
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Transferor |
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Transferee |
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Equity Transfer |
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Income Tax To |
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Stamp Tax |
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Stamp Tax |
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Transaction |
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Balance |
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GENG Xiaofei |
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Xi Zhi |
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426,414,003.72 |
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9,918,800.74 |
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213,207.01 |
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213,207.00 |
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249,193.71 |
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415,819,595.26 |
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XXXX Xxxxxxxx |
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Xi Zhi |
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137,045,998.81 |
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3,185,199.76 |
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68,523.00 |
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68,523.00 |
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80,088.84 |
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133,643,664.21 |
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WU Junbao |
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Xi Zhi |
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137,045,998.81 |
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3,185,199.76 |
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68,523.00 |
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68,523.00 |
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80,088.84 |
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133,643,664.21 |
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LI Ye |
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Xi Zhi |
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30,450,340.10 |
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706,068.02 |
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15,225.17 |
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15,225.17 |
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17,794.99 |
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29,696,026.75 |
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BIAN Jin |
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Xi Zhi |
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30,450,340.10 |
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706,068.02 |
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15,225.17 |
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15,225.17 |
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17,794.99 |
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29,696,026.75 |
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XXXX Xxxxx |
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Xi Zhi |
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141,938,580.09 |
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10,050,970.82 |
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70,969.29 |
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70,969.29 |
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81,591.40 |
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131,664,079.29 |
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CHEN Gang |
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Xi Zhi |
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311,486,244.13 |
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22,057,013.83 |
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155,743.12 |
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155,743.12 |
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179,053.50 |
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288,938,690.56 |
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HU Guozhi |
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Xi Zhi |
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115,612,866.52 |
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22,728,864.30 |
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57,806.44 |
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57,806.43 |
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66,458.43 |
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92,701,930.92 |
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XXXX Xxxx |
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Xi Zhi |
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13,804,453.88 |
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977,518.58 |
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6,902.23 |
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6,902.22 |
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7,935.30 |
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12,805,195.55 |
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Total |
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1,344,248,826.16 |
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73,515,703.83 |
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672,124.43 |
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672,124.40 |
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780,000.00 |
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1,268,608,873.50 |
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(4) Upon the satisfaction of all the following conditions, Xi Zhi shall pay each Transferor the amount equivalent to the total tax of such Transferor in the Third Equity Transfer (as listed in the table below) with the funds from Xi Zhi Loan I: (a) each Transferor has, on its own, completed the tax declaration and paid in full all the taxes of the Third Equity Transfer including the income tax and stamp tax; (b) the tax bureau in receipt of the tax has provided the corresponding tax clearance certificate specifying the taxpayer and the withholding agent accurately, and each Transferor has provided the copy of such tax clearance certificate to OneSmart; and (c) the tax bureau directly supervising OneSmart or the tax bureau at a higher level has issued the confirmation letter as Schedule III sealed by the relevant tax bureau, and each Transferor has provided the original of such confirmation letter to OneSmart.
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Transferor |
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Transferee |
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Amount of Income |
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Amount of |
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Total Amount of |
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GENG Xiaofei |
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Xi Zhi |
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9,918,800.74 |
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213,207.01 |
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10,132,007.75 |
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XXXX Xxxxxxxx |
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Xi Zhi |
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3,185,199.76 |
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68,523.00 |
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3,253,722.76 |
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WU Junbao |
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Xi Zhi |
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3,185,199.76 |
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68,523.00 |
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3,253,722.76 |
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LI Ye |
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Xi Zhi |
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706,068.02 |
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15,225.17 |
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721,293.19 |
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BIAN Jin |
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Xi Zhi |
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706,068.02 |
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15,225.17 |
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721,293.19 |
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XXXX Xxxxx |
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Xi Zhi |
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10,050,970.82 |
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70,969.29 |
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10,121,940.11 |
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CHEN Gang |
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Xi Zhi |
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22,057,013.83 |
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155,743.12 |
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22,212,756.95 |
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HU Guozhi |
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Xi Zhi |
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22,728,864.30 |
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57,806.44 |
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22,786,670.74 |
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XXXX Xxxx |
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Xi Zhi |
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977,518.58 |
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6,902.23 |
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984,420.81 |
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Total |
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73,515,703.83 |
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672,124.43 |
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74,187,828.26 |
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For the avoidance of doubt, in the event that the Transferors have not completed the three conditions set forth in this section within 60 days after the completion of the registration with respect to the change related to the Third Equity Transfer with the industrial and commercial administration, Xi Zhi is entitled to withhold and remit the tax payments with the temporary withholding tax, and not to pay the Transferors the amount of the temporary withholding tax according to this section.
(5) Xi Zhi shall pay, or designate OneSmart to pay, the transaction fees which should be borne by the Transferors and the stamp tax which should be borne by Xi Zhi related to the Third Equity Transfer with the funds from Xi Zhi Loan I. In the event that Xi Zhi designates OneSmart to pay such transaction fees and stamp tax, OneSmart shall deduct such transaction fees and stamp tax from Xxxx Xxx Rui Loan I and provide the remaining balance to Xxxx Xxx Xxx, and Xxxx Xxx Xxx shall deduct the amount equal to such transaction fees and stamp tax from Xi Zhi Loan I and provide the remaining balance to Xi Zhi; however, such deductions shall not influence the actual amount of Xxxx Xxx Rui Loan I and Xi Zhi Loan I.
(6) The Parties confirm that, the amount of tax which should be borne by each Transferor as listed above is the estimated amount to the information of the Parties (the “Estimated Tax Amount”). If the amount of the actual tax payable exceeds the Estimated Tax Amount, each Transferor shall bear the excess amount and indemnify Xi Zhi, OneSmart or their affiliates the cost, reasonable expenses (including reasonable legal fees), damages, claims, loss, liabilities (including liabilities in accounting books) and penalties arising from such actual tax amount excess, respectively.
1.1.4 Equity Transfer of Rui Si
(1) OneSmart shall provide a loan of RMB2,660,000 to Xxxx Xxx Xxx (“Xxxx Xxx Xxx Loan II”) free of interest;
(2) Xxxx Xxx Rui shall provide a loan of RMB2,660,000 to Xi Zhi (“Xi Zhi Loan II”) with the interest specified in the Loan Agreement (as defined below);
(3) Xi Zhi shall pay RMB2,660,000 to De Hui with the funds from Xi Zhi Loan II pursuant to Section 2.9.6(5) of the Restructuring
Agreement.
1.1.5 Rui Si Loan
(1) OneSmart shall provide a loan of RMB10,000,000 to Rui Si (“Rui Si Loan”) free of interest; and
(2) Rui Si shall pay RMB10,000,000 to De Hui pursuant to Section 2.9.6(6) of the Restructuring Agreement.
1.2 For the purpose of the transactions under Section 1.1, each payee listed in the second column of Schedule I of this Agreement respectively designates the corresponding beneficiary account listed in the third column of Schedule I (collectively, the “Onshore Beneficiary Accounts”) to receive the relevant funds listed in the fourth column of Schedule I.
1.3 Upon the date on which OneSmart makes the payments to each Onshore Beneficiary Account in accordance with Section 1.2,
1.3.1 OneSmart shall be deemed to: (a) have paid to De Hui the transfer price of RMB1,200,000 for the transfer of equity interest in Xxxx Xx under Section 2.3.1 of the Restructuring Agreement in accordance with Section 1.1.1 of this Agreement, (b) have paid to Xxxxx Xx 50% of the transfer price, i.e. RMB800,000, for the transfer of equity interest in Xxxx Xx under Section 2.3.1 of the Restructuring Agreement in accordance with Section 1.1.1 of this Agreement, and (c) have repaid the debt of RMB800,000 Xxxxx Xx owes to De Hui under Section 2.3.3 of the Restructuring Agreement. For the avoidance of doubt, upon the date on which the payment under Section 1.3 of this Agreement is made, the payment obligations to De Hui under Section 2.9.6(1) of the Restructuring Agreement shall be deemed to have been fully discharged;
1.3.2 OneSmart shall be deemed to have provided Xxxx Xx Loan (RMB53,838,104.62) to Xxxx Xx pursuant to Section 1.1.2(1) of this Agreement;
1.3.3 Xxxx Xx shall be deemed to have repaid the debts to De Hui under Section 1.1.2(2) pursuant to Section 1.1.2(2) of this Agreement. For the avoidance of doubt, upon the date on which the payment under Section 1.3 is made, the obligations of repayment of debts/payment to De Hui under Section 2.9.6(2) of the Restructuring Agreement shall be deemed to have been fully performed;
1.3.4 OneSmart shall be deemed to have provided Xxxx Xxx Xxx Loan I
(RMB1,344,248,826.16) to Xxxx Xxx Rui pursuant to Section 1.1.3(1) of this Agreement;
1.3.5 Xxxx Xxx Xxx shall be deemed to have provided Xi Zhi Loan I (RMB1,344,248,826.16) to Xi Zhi pursuant to Section 1.1.3(2) of this Agreement;
1.3.6 Xi Zhi shall be deemed to have paid the transfer price for the Third Equity Transfer of OneSmart to each Transferor in accordance with Section 1.1.3(3) of this Agreement. For the avoidance of doubt, upon the date on which the payment under Section 1.3 of this Agreement is made, the transfer price for the Third Equity Transfer of OneSmart payable to each Transferor under Section 2.9.6(3) of the Restructuring Agreement shall be deemed to have been fully paid; however, this provision shall not affect the payment by Xi Zhi of temporary withholding tax to each Transferor after satisfaction of the payment conditions under Section 1.1.3(4) of this Agreement;
1.3.7 OneSmart shall be deemed to have provided Xxxx Xxx Rui Loan II (RMB2,660,000) to Xxxx Xxx Xxx pursuant to Section 1.1.4(1) of this Agreement;
1.3.8 Xxxx Xxx Rui shall be deemed to have provided Xi Zhi Loan II (RMB2,660,000) to Xi Zhi pursuant to Section 1.1.4(2);
1.3.9 Xi Zhi shall be deemed to have paid to De Hui the transfer price of RMB2,660,000 for the transfer of equity interest in Rui Si under Section 2.3.1 of the Restructuring Agreement in accordance with Section 1.1.4(3) of this Agreement. For the avoidance of doubt, upon the date on which the payment under Section 1.3 is made, the transfer price for the transfer of equity interest in Rui Si payable to De Hui under Section 2.9.6(5) of the Restructuring Agreement shall be deemed to have been fully paid;
1.3.10 OneSmart shall be deemed to have provided Rui Si Loan (RMB10,000,000) to Rui Si pursuant to Section 1.1.5(1) of the Agreement;
1.3.11 Rui Si shall be deemed to have repaid the debts (RMB10,000,000) to De Hui under Section 1.1.5(2) pursuant to Section 1.1.5(2) of the Agreement. For the avoidance of doubt, upon the date on which the payment under Section 1.3 of the Agreement is made, the obligations of repayment of debts/payment to De Hui under Section 2.9.6(6) of the
Restructuring Agreement shall be deemed to have been fully performed.
1.4 Xi Zhi hereby confirms that Xi Zhi has assumed the rights and obligation of some of the borrowers under the loan agreement (the “Loan Agreement”) among the VIE agreements executed by Xxxx Xxx Xxx and relevant parties on September 17, 2017 (and such arrangement has been recognized by Xxxx Xxx Rui). The Parties recognize that the ultimate purpose of Xi Zhi Loan I (RMB1,344,248,826.16) and Xi Zhi Loan II (RMB2,660,000) provided by Xxxx Xxx Xxx to Xi Zhi is to promote the development of OneSmart and its related parties, which shall be deemed as loans provided by Xxxx Xxx Rui to Xi Zhi pursuant to the Loan Agreement regardless of any provisions contained in the Loan Agreement.
2. OFFSHORE PAYMENT ARRANGEMENT
2.1 Redemption Transaction
The Cayman Company shall pay the redemption price of the redemption transaction to each of the redeemed parties listed below in accordance with Section 2.1.1 of the Restructuring Agreement, and the Cayman Company shall pay to each redeemed party listed below the balance of the redemption price deductible of relevant tax and transaction fees.
Currency: USD
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Redeemed Party |
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Redeeming |
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Redemption |
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Tax |
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Transaction |
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Balance |
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Smart Changing Inc. |
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the Cayman Company |
|
13,028,070.26 |
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573,587.19 |
|
314,968.20 |
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12,139,514.87 |
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Da Cong Limited |
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the Cayman Company |
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30,855,065.02 |
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1,357,137.70 |
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744,815.25 |
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28,753,112.07 |
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Guohe Limited |
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the Cayman Company |
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15,994,636.67 |
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704,209.07 |
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386,683.02 |
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14,903,744.58 |
|
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Total |
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59,877,771.95 |
|
2,634,933.96 |
|
1,446,466.47 |
|
55,796,371.52 |
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2.2 For the purpose of the transactions under Section 2.1 of this Agreement, each payee listed in the second column of Schedule II of this Agreement has
respectively designated the corresponding beneficiary account listed in the third column of Schedule II or any other accounts given to the Cayman Company by written notice (collectively, the “Offshore Beneficiary Accounts”) to receive the relevant funds listed in the fourth column of Schedule II. If the Offshore Beneficiary Account of any redeemed Party could not receive funds because such account has not been activated, then the Cayman Company shall have the right to pay to other redeemed parties the relevant funds and pay the relevant funds to such redeemed party promptly after receiving a separate notice from such redeemed party.
2.3 Upon the date on which the Cayman Company makes the payments to each Offshore Beneficiary Account in accordance with Section 2.2, the Cayman Company shall be deemed to have paid all redemption prices to each redeemed party in accordance with Section 2.1 of this Agreement and Section 2.9.6 of the Restructuring Agreement.
3. MISCELLANEOUS
3.1 Unless otherwise agreed among the relevant parties, the timing of payment of the funds in this Agreement shall be subject to the provisions of the Restructuring Agreement. Upon the date of the payment under Section 1.3, all the payment obligations of the relevant parties to the payees listed in the second column of Schedule I shall be deemed to have been fully discharged. Upon the date of the payment under Section 2.3 of this Agreement, all the payment obligations of the relevant party to the redeemed parties under the Restructuring Agreement shall be deemed to have been fully discharged.
3.2 This Agreement may be executed in multiple counterparts, each of which shall take effect after being signed by each party or its authorized representative. Each counterpart shall have equal legal effect.
3.3 The entry into, effectiveness, interpretation and performance of this Agreement shall be governed by the laws of the People’s Republic of China. Any dispute arising out of and in connection with this Agreement shall be settled by the Parties through consultations and shall, in the absence of an agreement being reached by the Parties within thirty (30) days from its occurrence, be submitted by any Party to China International Economic and Trade Arbitration Commission (“CIETAC”) for arbitration in accordance with the then effective arbitration rules of CIETAC. The place of arbitration shall be Beijing and the language for arbitration shall be Chinese. The arbitral award shall be final and binding on the Parties to this Agreement.
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[SIGNATURE PAGE] |
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HU Guozhi (胡国志) |
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By: |
/s/ Hu Guozhi |
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Smart Changing Inc. |
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By: |
/s/ Hu Guozhi |
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Name: |
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Title: |
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SIGNATURE PAGE OF PAYMENT ARRANGEMENT AGREEMENT
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[SIGNATURE PAGE] |
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CHEN Gang (陈刚) |
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By: |
/s/ Chen Gang |
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Da Cong Limited |
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By: |
/s/ Chen Gang |
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SIGNATURE PAGE OF PAYMENT ARRANGEMENT AGREEMENT
[SIGNATURE PAGE]
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XXXX Xxxxx (陈国和) |
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By: |
/s/ Xxxx Xxxxx |
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SIGNATURE PAGE OF PAYMENT ARRANGEMENT AGREEMENT
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[SIGNATURE PAGE] |
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BIAN Jin (卞进) |
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By: |
/s/ Bian Jin |
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Guohe Limited |
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By: |
/s/ Bian Jin |
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Title: |
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Shanghai De Hui Xxxx Xx Equity Investment Fund I Center, L.P. (上海德晖景和一期股权投资基金中心(有限合伙)) | ||
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By: |
/s/ Bian Jin |
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SIGNATURE PAGE OF PAYMENT ARRANGEMENT AGREEMENT
[SIGNATURE PAGE]
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GENG Xiaofei (耿晓菲) |
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By: |
/s/ Geng Xiaofei |
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SIGNATURE PAGE OF PAYMENT ARRANGEMENT AGREEMENT
[SIGNATURE PAGE]
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XXXX Xxxxxxxx (王冬栋) |
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By: |
/s/ Xxxx Xxxxxxxx |
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SIGNATURE PAGE OF PAYMENT ARRANGEMENT AGREEMENT
[SIGNATURE PAGE]
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LI Ye (李晔) |
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By: |
/s/ Li Ye |
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SIGNATURE PAGE OF PAYMENT ARRANGEMENT AGREEMENT
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[SIGNATURE PAGE] |
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OneSmart International Education Group Limited 精銳國際教育集團有限公司 | ||
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/s/ Xxxxx Xx |
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Shanghai OneSmart Education and Training Co., Ltd. (上海精锐教育培训有限公司) | ||
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Shanghai Xi Zhi Enterprise Management Co., Ltd. (上海熙智企业管理有限公司) | ||
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SIGNATURE PAGE OF PAYMENT ARRANGEMENT AGREEMENT
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Shanghai Xxxx Xxx Rui Information Technology Co, Ltd. (上海精学锐信息科技有限公司) | ||
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/s/ Xxxx Xxxxxxxxx |
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SIGNATURE PAGE OF PAYMENT ARRANGEMENT AGREEMENT
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Shanghai Xxxx Xx Investment Co., Ltd. (上海精育投资有限公司) | ||
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By: |
/s/ Xxxxx Xx |
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Name: |
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Title: |
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SIGNATURE PAGE OF PAYMENT ARRANGEMENT AGREEMENT
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[SIGNATURE PAGE] |
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Shanghai Rui Si Science and Technology Information Consulting Co., Ltd. (上海锐思科技信息咨询有限公司) | ||
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By: |
/s/ Shi Wei |
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Name: |
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Title: |
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SIGNATURE PAGE OF PAYMENT ARRANGEMENT AGREEMENT
Schedule I: Onshore Payment Arrangement
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Payer |
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Payee |
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Beneficiary Account |
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Amount |
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OneSmart |
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De Hui |
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XXXX |
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68,498,104.62 |
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OneSmart |
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GENG Xiaofei |
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XXXX |
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415,819,595.26 |
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OneSmart |
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XXXX Xxxxxxxx |
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XXXX |
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133,643,664.21 |
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OneSmart |
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WU Junbao |
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XXXX |
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133,643,664.21 |
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OneSmart |
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LI Ye |
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XXXX |
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29,696,026.75 |
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OneSmart |
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BIAN Jin |
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XXXX |
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29,696,026.75 |
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OneSmart |
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XXXX Xxxxx |
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XXXX |
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131,664,079.29 |
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OneSmart |
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CHEN Gang |
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XXXX |
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288,938,690.56 |
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OneSmart |
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HU Guozhi |
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XXXX |
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92,701,930.92 |
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OneSmart |
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XXXX Xxxx |
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XXXX |
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12,805,195.55 |
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Total: |
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1,337,106,978.12 |
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Schedule I
Schedule II: Offshoare Payment Arrangement
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Payer |
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Payee |
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Beneficiary Account |
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Amount (USD) |
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the Cayman Company |
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Smart Changing Inc. |
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XXXX |
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12,139,514.87 |
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the Cayman Company |
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Da Cong Limited |
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XXXX |
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28,753,112.07 |
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the Cayman Company |
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Guohe Limited |
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XXXX |
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14,903,744.58 |
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Schedule II
Schedule III: Form of Confirmation Letter
Confirmation Letter
The individual shareholders of Shanghai OneSmart Education and Training Co., Ltd.: GENG Xiaofei, XXXX Xxxxxxxx, WU Junbao, LI Ye, BIAN Jin, XXXXX Xxxx, XXXX Xxxxx, XXXX Gang, HU Guozhi and XXXX Xxxx (the “Individual Shareholder(s)”) entered into equity transfer agreements respectively on December 6, 2017, transferring the equity interest in Shanghai OneSmart Education and Training Co., Ltd. held by each of them to Shanghai Xi Zhi Enterprise Management Co., Ltd. (with the specific transfer price set forth in the attachments of the equity transfer agreements, this “Equity Transfer”), and the Individual Shareholders paid their individual income tax on their own in accordance with the regulations on , 2018 (with the tax payment certificates attached).
Now we (i.e. the competent tax bureau of Shanghai OneSmart Education and Training Co., Ltd.) hereby verify and confirm that:
The individual income tax of each of the individual transferors in this Equity Transfer (i.e. the Individual Shareholders) has been declared and paid by the individual transferors on their own in accordance with the regulations, and Shanghai Xi Zhi Enterprise Management Co., Ltd. will no longer bear the obligation to withhold and remit the individual income tax of the individual transferors in this Equity Transfer.
18th Tax Office, Shanghai Pudong New Area Tax Bureau
, 2018
Schedule III
