|
1.
|
Names of Reporting Person: SERENE VIEW INVESTMENT LIMITED
I.R.S. Identification Nos. of above persons (entities
only):
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) ☐
(b) ☐
|
|
|
3.
|
SEC
Use Only:
|
|
4.
|
Source
of Funds (See Instruction): Not Applicable
|
|
5.
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or (e): ☐
|
|
6.
|
Citizenship
or Place of Organization: British Virgin Islands
|
Number of
Shares
Beneficially by
Owned by Each
Reporting
Person With:
|
7.
|
Sole
Voting Power: 500,000*
|
|
8.
|
Shared
Voting Power: 0
|
|
9.
|
Sole
Dispositive Power: 500,000*
|
|
10.
|
Shared
Dispositive Power: 0
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person: 500,000*
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ☐
|
|
13.
|
Percent
of Class Represented by Amount in Row (11): 0.7%*
|
|
14.
|
Type of Reporting Person (See Instructions): CO
|
|
*
|
Consists
of 500,000 Ordinary Shares held by Serene View Investment Limited, representing 0.7% of the total outstanding Ordinary Shares
of the Issuer, calculated based on 71,035,249.5 Ordinary Shares outstanding as of March 31, 2020 (excluding 2,725,839.5 treasury
shares and Ordinary Shares issued to the depositary bank for bulk issuance of ADSs reserved for future issuances upon the
exercise or vesting of awards granted under the share incentive plans) as reported in the Issuer’s annual report on
Form 20-F for the fiscal year ended December 31, 2019 filed with the SEC on April 27, 2020.
|
|
1.
|
Names of Reporting Person: BIN LI
I.R.S. Identification Nos. of above persons (entities
only):
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) ☐
(b) ☐
|
|
|
3.
|
SEC
Use Only:
|
|
4.
|
Source
of Funds (See Instruction): Not Applicable
|
|
5.
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or (e): ☐
|
|
6.
|
Citizenship
or Place of Organization: People’s Republic of China
|
Number of
Shares
Beneficially by
Owned by Each
Reporting
Person With:
|
7.
|
Sole
Voting Power: 7,713,396.5*
|
|
8.
|
Shared
Voting Power: 0
|
|
9.
|
Sole
Dispositive Power: 7,713,396.5*
|
|
10.
|
Shared
Dispositive Power: 0
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person: 7,713,396.5*
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ☐
|
|
13.
|
Percent
of Class Represented by Amount in Row (11): 10.9%*
|
|
14.
|
Type
of Reporting Person (See Instructions): IN
|
|
*
|
Consists
of (i) 500,000 Ordinary Shares held by Serene View Investment Limited, (ii) 4,442,779.5 Ordinary Shares and 2,500,000 ADSs
(representing the same number of Ordinary Shares) held by Proudview Limited and (iii) 270,617 vested restricted share units
and options, collectively representing 10.9% of the total outstanding Ordinary Shares of the Issuer, calculated based on 71,035,249.5
Ordinary Shares outstanding as of March 31, 2020 (excluding 2,725,839.5 treasury shares and Ordinary Shares issued to the
depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under
the share incentive plans) as reported in the Issuer’s annual report on Form 20-F for the fiscal year ended December
31, 2019 filed with the SEC on April 27, 2020.
|
|
1.
|
Names of Reporting Person: PROUDVIEW LIMITED
I.R.S. Identification Nos. of above persons (entities
only):
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) ☐
(b) ☐
|
|
|
3.
|
SEC
Use Only:
|
|
4.
|
Source
of Funds (See Instruction): Not Applicable
|
|
5.
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or (e): ☐
|
|
6.
|
Citizenship
or Place of Organization: British Virgin Islands
|
Number of
Shares
Beneficially by
Owned by Each
Reporting
Person With:
|
7.
|
Sole
Voting Power: 6,942,779.5*
|
|
8.
|
Shared
Voting Power: 0
|
|
9.
|
Sole
Dispositive Power: 6,942,779.5*
|
|
10.
|
Shared
Dispositive Power: 0
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person: 6,942,779.5*
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ☐
|
|
13.
|
Percent
of Class Represented by Amount in Row (11): 9.8%*
|
|
14.
|
Type
of Reporting Person (See Instructions): CO
|
|
*
|
Consists
of 4,442,779.5 Ordinary Shares and 2,500,000 ADSs (representing the same number of Ordinary Shares) held by Proudview Limited,
collectively representing 9.8% of the total outstanding Ordinary Shares of the Issuer, calculated based on 71,035,249.5 Ordinary
Shares outstanding as of March 31, 2020 (excluding 2,725,839.5 treasury shares and Ordinary Shares issued to the depositary
bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the share
incentive plans) as reported in the Issuer’s annual report on Form 20-F for the fiscal year ended December 31, 2019
filed with the SEC on April 27, 2020.
|
This
Amendment No. 6 amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”)
on November 26, 2012 (the “Original Schedule 13D”), as amended by Amendment No. 1 filed with the SEC on August
31, 2015 (“Amendment No. 1”), Amendment No. 2 filed with the SEC on August 8, 2016 (“Amendment No.
2”), Amendment No. 3 filed with the SEC on January 9, 2017 (“Amendment No. 3”), Amendment No. 4 filed
with the SEC on February 8, 2017 (“Amendment No. 4”), and Amendment No. 5 filed with the SEC on November 15,
2019 (“Amendment No. 5” and, together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment
No. 3, Amendment No. 4, and this Amendment No. 6, the “Schedule 13D”), with respect to the ordinary shares,
par value US$0.00004 per share, of Bitauto Holdings Limited, an exempted company incorporated and existing under the laws of the
Cayman Islands (the “Issuer”).
Capitalized
terms used but not defined in this Amendment No. 6 shall have the same meanings ascribed to them in the Schedule 13D.
ITEM
6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Item 6
of the Schedule 13D is hereby amended and supplemented by inserting the following at the end thereof:
Prosper
Rich issued a confirmation letter to Proudview, Serene and Bin Li on July 13, 2020, pursuant to which Prosper Rich confirmed that
Proudview had paid off the outstanding loans under the Facility Agreement as of July 13, 2020. In connection with Proudview’s
repayment of the outstanding loans under the Facility Agreement, on July 13, 2020 (the “Effective Date”), Prosper
Rich entered into a Global Deed of Release (the “Global Deed”) with Proudview (the “Borrower”),
Bin Li (the “Personal Guarantor”), Serene (together with the Personal Guarantor, the “Guarantors”),
and Weihai Qu (together with the Borrower, the Guarantors, the “Obligor”), pursuant to which and subject to
the terms thereunder, with effect upon and from the Effective Date:
(i) Prosper
Rich discharged and released to Proudview its right, title and interest in and to the 2,500,000 ADSs owned by Proudview under
the Pledge Agreement;
(ii) Prosper
Rich discharged and released to Proudview its right, title and interest in and to the 4,442,779.5 Ordinary Shares
owned by Proudview under the applicable Proudview Equitable Share
Mortgage;
(iii) Prosper
Rich discharged and released to Serene its right, title and interest in and to the 500,000 Ordinary Shares owned by
Serene under the applicable Serene Equitable Share Mortgage;
(iv) Prosper
Rich discharged and released to Bin Li its right, title and interest in and to the shares in Serene beneficially owned by Bin
Li under the Serene Share Charge;
(v) Prosper
Rich discharged and released to Bin Li and Weihai Qu its right, title and interest in and to the shares in Proudview
beneficially owned by Bin Li and Weihai Qu under the Proudview Share Charge (together with the Pledge Agreement, the
Proudview Equitable Share Mortgage, the Serene Equitable Share Mortgage, the Serene Share Mortgage and the Serene Share
Charge, the “Security Agreements”); and
(vi) The
Facility Agreement and each Security Agreement are terminated with no further force or effect.
The
foregoing description of the Global Deed does not purport to be a complete description
of the terms thereof and is qualified in its entirety by reference to the full text of the applicable agreement. A copy of the
Global Deed is filed as Exhibit Q and is incorporated herein by reference.
ITEM
7. MATERIAL TO BE FILED AS EXHIBITS
Item
7 of the Schedule 13D is amended by:
|
(a)
|
replacing
Exhibit A filed on November 15, 2019 with Amendment No. 5 (File No. 005-85981, Film No. 191222399) with the following in its
entirety:
|
|
(b)
|
inserting
the following at the end thereof:
|
|
Exhibit
Q
|
|
Confirmation Letter, dated July 13, 2020, from Prosper Rich Investments Limited to each of Proudview Limited, Serene View Investment Limited and Bin Li
|
|
Exhibit
R
|
|
Global Deed, dated July 13, 2020, by and among Proudview Limited, Bin Li, Serene View Investment Limited, Weihai Qu, and Prosper Rich Investments Limited
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
|
Dated:
July 31, 2020
|
|
|
|
|
|
|
|
Serene
View Investment Limited
|
|
PROUDVIEW
LIMITED
|
|
|
|
|
|
By:
|
/s/
Bin Li
|
|
By:
|
/s/
Bin Li
|
|
Name:
|
Bin
Li
|
|
Name:
|
Bin
Li
|
|
Title:
|
Director
|
|
Title:
|
Director
|
|
By:
|
/s/
Bin Li
|
|
|
Name:
|
Bin
Li
|
|
Exhibit
A
Joint
Filing Statement
We,
the undersigned, hereby express our agreement that the attached Schedule 13D is, and any further amendments thereto signed by
or on behalf of each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions
of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This agreement may be terminated with respect to the obligations
to jointly file future amendments to such statement on Schedule 13D as to any of the undersigned upon such person giving written
notice thereof to each of the other persons signatory hereto, at the principal office thereof.
|
Dated:
July 31, 2020
|
|
|
|
|
|
|
|
Serene
View Investment Limited
|
|
PROUDVIEW
LIMITED
|
|
|
|
|
|
By:
|
/s/
Bin Li
|
|
By:
|
/s/
Bin Li
|
|
Name:
|
Bin
Li
|
|
Name:
|
Bin
Li
|
|
Title:
|
Director
|
|
Title:
|
Director
|
|
By:
|
/s/
Bin Li
|
|
|
Name:
|
Bin
Li
|
|
Exhibit Q
Confirmation
Letter
|
From:
|
Prosper Rich
Investments Limited
|
|
To:
|
Proudview
Limited, Serene View Investment Limited, and Li Bin
|
Dated:
July 13th, 2020
Dear
Sirs,
|
|
1.
|
We
refer to the Facility Agreement made by Proudview Limited (the “Borrower”), Serene View Investment Limited, Li
Bin (
, Chinese ID number 110108197406221836)
and Prosper Rich Investments Limited (the “Lender”) dated 15 October, 2019 (the “Facility Agreement”).
|
|
|
2.
|
For
the purpose of this letter, the “Security Documents” means (i) a share charge governed by the laws of Hong
Kong dated 15 October 2019 between Li Bin
and Qu Weihai
as chargors and the Lender as chargee; (ii) a share charge governed by the laws of Hong Kong dated 15 October 2019 between Li
Bin
as chargor and the Lender as chargee; (iii) an equitable
share mortgage governed by the laws of the Cayman Islands dated 15 October 2019 between the Borrower as mortgagor and the
Lender as mortgagee; (iv) an equitable share mortgage governed by the laws of the Cayman Islands dated 15 October 2019
between Serene View Investment Limited as mortgagor and the Lender as mortgagee; (v) a New York law-governed security
agreement dated 15 October 2019 made by and between the Borrower as pledgor and the Lender; and (vi) the undertaking
delivered by Li Bin
to the Lender on 15 April 2020 and the
call option exercise notice delivered by the Lender to Li Bin
on 11 May 2020 and 15 May 2020. The Facility Agreement and the Security Documents are referred to as the “Finance
Documents”, collectively.
|
|
|
3.
|
Unless
defined otherwise in this letter, or the context requires otherwise, all words or expressions
defined in the Facility Agreement have the same meaning in this letter.
|
|
|
4.
|
The
Lender hereby acknowledges the receipt of the following amount from the Borrower:
|
|
Date:
|
April
16th, 2020
|
|
|
|
|
Amount:
|
USD6,480,000
|
|
|
|
|
Date:
|
July
13th, 2020
|
|
|
|
|
Amount:
|
USD87,577,182
|
|
|
5.
|
The
Lender hereby confirms that the payment obligations of the Borrower in the Finance Documents
are fully performed on the date of this letter, and all and any Security (as defined
in the Facility Agreement or otherwise, however defined under the relevant Security Document)
over the assets that are subject to the Security or right created or expressed to be
created in favour of the Lender by or pursuant to the Security Documents are released
and discharged on the date of this letter.
|
|
|
6.
|
The
Lender hereby covenants that it will make its best endeavours to cooperate with the Borrower and/or its Affiliates to make all
updates, entries, registrations and filings, and return all the documents to the Borrower as may be required in connection
with the release of all Securities, undertakings and encumbrances in the Security Documents (at the cost of the Borrower) within
one (1) month after the date of this letter.
|
|
|
7.
|
The Lender agrees to irrevocably and unconditionally
terminate each Finance Document, each of which shall be of no further force or effect from the date of this letter.
|
|
|
8.
|
This letter is irrevocable.
|
Yours faithfully
|
/s/ Lisa Leung
|
|
|
for and on behalf of
|
|
|
|
|
|
Posper Rich Investment Limited
|
|
|
|
|
|
Agreed and Accepted by:
|
|
|
|
|
|
/s/ Bin Li
|
|
|
for and on behalf of
|
|
|
|
|
|
Proudview Limited
|
|
|
|
|
|
/s/ Bin Li
|
|
|
for and on behalf of
|
|
|
|
|
|
Serene View Investment Limited
|
|
|
|
|
|
/s/ Bin Li
|
|
Lin Bin
|
|
|
|
|
Exhibit R
Private
and Confidential
Dated
13 July, 2020
GLOBAL
DEED OF RELEASE
PROSPER
RICH INVESTMENTS LIMITED
as
Lender
in
favour of
PROUDVIEW
LIMITED
(as
Borrower)
LI
BIN
and
SERENE
VIEW INVESTMENT LIMITED
(as
Guarantors)
QU
WEIHAI
Table of Contents
|
|
|
Page
|
|
|
|
|
|
1.
|
DEFINITIONS
|
3
|
|
|
|
|
|
2.
|
GENERAL RELEASE
|
4
|
|
|
|
|
|
3.
|
RELEASE OF LISTCO SECURITY AGREEMENT (US)
|
4
|
|
|
|
|
|
4.
|
RELEASE OF
HK LAW SECURITY DOCUMENTS
|
5
|
|
|
|
|
|
5.
|
RELEASE OF CAYMAN LAW LISTCO SHARE CHARGES
|
6
|
|
|
|
|
|
6.
|
RELEASE OF UNDERTAKING
|
6
|
|
|
|
|
|
7.
|
TERMINATION
|
6
|
|
|
|
|
|
8.
|
TITLE DOCUMENTS AND SECURITY DELIVERABLES
|
6
|
|
|
|
|
|
9.
|
PARTIAL INVALIDITY
|
7
|
|
|
|
|
|
10.
|
AMENDMENTS AND WAIVERS
|
7
|
|
|
|
|
|
11.
|
COUNTERPARTS
|
7
|
|
|
|
|
|
12.
|
GOVERNING LAW AND JURISDICTION
|
7
|
|
|
|
|
|
13.
|
EFFECTIVENESS
|
7
|
THIS
DEED is made on 13 July, 2020 (the “Effective Date”)
By:
|
|
(1)
|
PROSPER
RICH INVESTMENTS LIMITED, a company incorporated under the laws of the British Virgin Islands (the “Existing Lender”);
in favour of
|
|
|
(2)
|
PROUDVIEW
LIMITED, a BVI Business Company incorporated and validly existing under the laws of the British Virgin Islands with company
no. 666498 with its registered office at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British
Virgin Islands (the “Borrower”);
|
|
|
(3)
|
(i) LI BIN
(holder of People’s Republic of China Identity Card number 110108197406221836) of No. 901, Door 2, Block 8, No. 166 Xiang
Shan Nan Lu, Shijingshan Qu, Beijing, China
, People’s
Republic of China (the “Personal Guarantor”); and
|
|
|
|
(ii) SERENE VIEW
INVESTMENT LIMITED, a BVI Business Company incorporated and validly existing under the laws of the British Virgin Islands
with company no. 1732372 with its registered office at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola,
VG1110, British Virgin Islands (“Serene” and together with the Personal Guarantor, the “Guarantors”); and
|
|
|
(4)
|
QU
WEIHAI
, holder of People’s Republic of China Resident Identity Card number 22010219760218331X
of No. 1206, 5th Floor, Zhixueyuan, No. 29 Xi’erqi West Road, Haidian Qu, Beijing, China
(“Mr. Qu”),
|
|
|
|
(each
of the Borrower, the Guarantors and Mr. Qu, an “Obligor” and, collectively, the “Obligors”).
|
RECITALS
|
|
(A)
|
The
Borrower, the Guarantors and the Existing Lender entered into a US$110,000,000 facility agreement (the “Facility Agreement”)
dated 15 October 2019.
|
|
|
(B)
|
Each
of (i) a share charge governed by the laws of Hong Kong dated 15 October 2019 between the Personal Guarantor and Mr. Qu as chargors
and the Existing Lender as chargee (the “Borrower Share Charge”) and (ii) a share charge governed by the laws
of Hong Kong dated 15 October 2019 between the Personal Guarantor as chargor and the Existing Lender as chargee (the “Serene
Share Charge”, together with the Borrower Share Charge, the “HK Law Security Documents”), was entered
into to secure the Obligors’ obligations under the Finance Documents (as defined below).
|
|
|
(C)
|
Each of (i) an
equitable share mortgage governed by the laws of the Cayman Islands dated 15 October 2019 between the Borrower as mortgagor
and the Existing Lender as mortgagee (the “Borrower Listco Share Charge”) and (ii) an equitable share
mortgage governed by the laws of the Cayman Islands dated 15 October 2019 between Serene as mortgagor and the Existing Lender
as mortgagee (the “Serene Listco Share Charge”, together with the Borrower Listco Share Charge, the “Cayman
Law Listco Share Charges”), was entered into to secure the Obligors’ obligations under the Finance Documents
(as defined below).
|
|
|
(D)
|
A New York law-governed security agreement dated 15 October
2019 was entered into between the Borrower as pledgor and the Existing Lender to secure the Obligors’ obligations under the Finance
Documents (as defined below) (the “Listco Security Agreement (US)”).
|
|
|
(E)
|
The undertaking delivered by the Personal Guarantor to
the Existing Lender on 15 April 2020 and the call option exercise notice delivered by the Existing Lender to the Personal Guarantor
on 11 May 2020 and 15 May 2020 (the “Undertaking”, together with the HK
Law Security Documents, the Cayman Law Listco Share Charges, and the Listco Security Agreement (US), the “Security
Documents”).
|
|
|
(F)
|
In connection with the Facility Agreement and pursuant
to the Security Documents, certain property, assets and undertaking of the Obligors were charged, pledged, mortgaged or assigned
to the Existing Lender to secure the payment and discharge of the Secured Obligations (as defined in the relevant HK Law Security
Documents and Listco Security Agreement (US)), the Liabilities (as defined in the Cayman Law Listco Share Charges) and the obligations
in the Undertaking (in each case as referred to herein, the “Secured Obligations”).
|
|
|
(G)
|
In consideration of the Borrower’s payment and full satisfaction
of the Secured Obligations, the Existing Lender has now agreed to release and discharge all and any Security (as defined in the
Facility Agreement or otherwise, however defined under the relevant Security Document) which it has over the Released Assets (as
defined below) and to terminate the Facility Agreement and each Security Document, on the terms and conditions set out in this
Deed.
|
|
|
(H)
|
The Existing Lender intends this Deed to take effect as
a deed.
|
IT
IS AGREED as follows:
In this
Deed, terms defined and expressions construed or interpreted in the Facility Agreement and/or the relevant Security Document, and
used but not redefined herein shall have the meanings set out in the Facility Agreement and/or the relevant Security Document,
mutatis mutandis, as if the same were set out in full in this Deed. In addition, unless the context otherwise requires,
the following words and expressions shall have the meaning set out opposite them:
“Finance
Documents” has meaning given to it in the Facility Agreement, and includes for clarification, each Security Document.
“Released
Assets” means all the assets and/or undertakings of the relevant Obligor which are the subject of any Security
or right created or expressed to be created in favour of the Existing Lender by or pursuant to the Security Documents.
The
provisions of Clause 1.2 (Construction) of the Facility Agreement shall apply to this Deed as though they were set out in
full in this Deed, except that references to the “Facility Agreement” are to be construed as references to this Deed.
|
|
(a)
|
Unless
expressly provided to the contrary in an Finance Document, a person who is not a party has no right under the Contracts (Rights
of Third Parties) Ordinance (Chapter 623 of the laws of Hong Kong) (the “Third Parties Ordinance”) to enforce
or to enjoy the benefit of any term of this Deed.
|
|
|
(b)
|
Notwithstanding
any term of any Finance Document, the consent of any person who is not a party is not required to rescind or vary this Deed at
any time.
|
|
|
(c)
|
Any
Obligor may, subject to this Clause 1.3 (Third Party Rights) and the Third Parties Ordinance, rely on any clause of this
Deed which expressly confers rights on it.
|
Subject
to any provision in the relevant Security Documents which contemplates that any release, discharge or reassignment shall be in
any way conditional or shall be void by reason of any payment being set aside or proving invalid or which would otherwise permit
the same to be reinstated howsoever, with effect from the Effective Date, the Existing Lender hereby irrevocably and unconditionally,
without recourse or warranty:
|
|
(a)
|
discharges
and releases to each Obligor its respective right, title and interest in and to the relevant Released Assets as at the Effective
Date;
|
|
|
(b)
|
reassigns
and/or retransfers to each Obligor any Released Assets assigned and/or transferred by way of security to the Existing Lender by
it and pursuant to each Security Document; and
|
|
|
(c)
|
discharges
and releases each Obligor from all its obligations to the Existing Lender under the relevant Security Documents in respect of
the Released Assets; and
|
|
|
(d)
|
discharges
and releases each Obligor from all its past, present and future representations, warranties, obligations, liabilities and undertakings
under the Facility Agreement and each Security Document and from all claims the Existing Lender may have had, may have, or will
have against any Obligor, in connection with the foregoing.
|
|
|
3.
|
RELEASE
OF LISTCO SECURITY AGREEMENT (US)
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Subject
to any provision in the Listco Security Agreement (US) which contemplates that any release, discharge or reassignment shall be
in any way conditional or shall be void by reason of any payment being set aside or proving invalid or which would otherwise permit
the same to be reinstated howsoever, with effect from the Effective Date, the Existing Lender hereby irrevocably and unconditionally,
without recourse or warranty:
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(a)
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discharges
and releases to the Borrower its respective right, title and interest in and to the relevant Released Assets in respect of the
Listco Security Agreement (US) as at the Effective Date;
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(b)
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reassigns and/or retransfers to the Borrower any Released
Assets in respect of the Listco Security Agreement (US) assigned and/or transferred by way of security to the Existing Lender
by it and pursuant to the Listco Security Agreement (US);
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(c)
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discharges and releases the Borrower from all its obligations
to the Existing Lender under the Listco Security Agreement (US) in respect of the Released Assets; and
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(d)
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agrees to co-operate and provide necessary assistance to
the Borrower or its advisers to enable it or them to make the necessary public filings to record the release of the Listco Security
Agreement (US) (at the cost of the Borrower).
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4.
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RELEASE OF HK LAW SECURITY DOCUMENTS
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Subject to any provision in any of the
HK Law Security Documents which contemplates that any release, discharge or reassignment shall be in any way conditional
or shall be void by reason of any payment being set aside or proving invalid or which would otherwise permit the same to be reinstated
howsoever, with effect from the Effective Date, the Existing Lender hereby irrevocably and unconditionally, without recourse or
warranty:
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(a)
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discharges and releases to the Personal Guarantor and Mr.
Qu, as applicable, their respective rights, title and interest in and to the relevant Released Assets in respect of the relevant
HK Law Security Document as at the Effective Date;
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(b)
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reassigns and/or retransfers to the Personal Guarantor
and Mr. Qu, as applicable, any Released Assets assigned and/or transferred by way of security to the Existing Lender by himself
and pursuant to the relevant HK Law Security Documents;
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(c)
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discharges and releases the Personal Guarantor and Mr.
Qu, as applicable, from all its obligations to the Existing Lender under the relevant HK Law Security Documents in respect of
the Released Assets; and
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(d)
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agrees to co-operate and provide necessary assistance to
the Personal Guarantor, Mr. Qu and their respective advisers to enable him or them to make all updates, entries, registrations
and filings as may be required in connection with the release of each HK Law Security Documents, including, but not limited to
updating the register of members of the Borrower and/or Serene, as applicable, with the Registrar of Corporate Affairs of the
British Virgin Islands to reflect the release of relevant HK Law Security Document pursuant to this Deed (at the cost of the Personal
Guarantor and Mr. Qu).
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5.
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RELEASE OF CAYMAN LAW LISTCO SHARE CHARGES
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Subject to any provision in the relevant
Cayman Law Listco Share Charges which contemplates that any release, discharge or reassignment shall be in any way conditional
or shall be void by reason of any payment being set aside or proving invalid or which would otherwise permit the same to be reinstated
howsoever, with effect from the Effective Date, the Existing Lender hereby irrevocably and unconditionally, without recourse or
warranty:
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(a)
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discharges and releases to the Borrower and/or Serene,
as applicable, its respective right, title and interest in and to the relevant Released Assets in respect of the relevant Cayman
Law Listco Share Charges as at the Effective Date;
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(b)
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reassigns and/or retransfers to the Borrower and/or Serene,
as applicable, any Released Assets assigned and/or transferred by way of security to the Existing Lender by it and pursuant to
the relevant Cayman Law Listco Share Charges;
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(c)
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discharges and releases the Borrower and/or Serene, as
applicable, from all its obligations to the Existing Lender under the relevant Cayman Law Listco Share Charges in respect of the
Released Assets; and
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(d)
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agrees to co-operate and provide necessary assistance to
the Borrower and/or Serene and their respective advisers, as applicable, to make all updates, entries, registrations and filings
as may be required in connection with the release of each Cayman Law Listco Share Charges (at the cost of the Borrower and Serene).
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6.
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RELEASE OF UNDERTAKING
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Subject to any provision in the Undertaking
which contemplates that any release, discharge or reassignment shall be in any way conditional or shall be void by reason of any
payment being set aside or proving invalid or which would otherwise permit the same to be reinstated howsoever, with effect from
the Effective Date, the Existing Lender hereby irrevocably and unconditionally, without recourse or warranty:
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(a)
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discharges and releases to the Personal Guarantor his respective
right, title and interest in and to the relevant Released Assets in respect of the Undertaking as at the Effective Date;
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(b)
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reassigns and/or retransfers to the Personal Guarantor
any Released Assets in respect of the Undertaking assigned and/or transferred by way of security to the Existing Lender by him
and pursuant to the Undertaking; and
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(c)
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discharges and releases the Personal Guarantor from all
his obligations to the Existing Lender under the Undertaking in respect of the Released Assets.
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The parties hereby agree to irrevocably
and unconditionally terminate the Facility Agreement and each Security Document, each of which shall be of no further force or
effect from the Effective Date.
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8.
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TITLE DOCUMENTS AND SECURITY DELIVERABLES
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The Existing Lender shall, at the cost
of the Obligors, as soon as practicable but in any event within five (5) Business Days following the Effective Date deliver all
documents of title (including all share certificates) and all other documents delivered by the relevant Obligor to the Existing
Lender pursuant to the terms of the relevant Security Documents which are now in the possession of the Existing Lender and which
relate to the Released Assets upon execution of this Deed.
Documents which are now in the possession
of the Existing Lender and which relate to the Released Assets upon execution of this Deed.
If any provision of this Deed is illegal,
invalid or unenforceable the other provisions and the remainder of the affected provision shall continue to be valid.
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10.
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AMENDMENTS AND WAIVERS
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This Deed may not be amended or modified
and no provision may be waived except by an instrument in writing signed by the parties to this Deed.
This Deed may be executed in any number
of counterparts, each of which when executed and delivered shall be an original, but all of which when taken together shall constitute
a single document.
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12.
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GOVERNING LAW AND JURISDICTION
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This Deed is governed by the laws of Hong
Kong, provided that:
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(a)
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Clause 3 (Release of Listco Security Agreement (US))
shall be governed by the laws of the State of New York;
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(b)
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Clause 5 (Release of Cayman Law Listco Share Charges)
shall be governed by the laws of the Cayman Islands.
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Clause 32 (Enforcement) of the Facility
Agreement shall apply to this Deed as if set out in full in this Deed and as if references therein to “this Agreement”
or any “Finance Document” were references to this Deed.
This Deed shall take effect and be delivered
as a deed on the date on which it is stated to be made.
In Witness Whereof this Deed has been executed as a deed by
each party and is intended to be made and is hereby delivered on the date stated at the beginning of this Deed.
THE EXISTING LENDER
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EXECUTED AND DELIVERED AS A DEED
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)
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By Leung Lisa
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)
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for and on behalf of
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)
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PROSPER RICH INVESTMENT LIMITED
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)
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in the presence of
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)
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/s/ Judy Kuo
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Signature of Witness
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Name: Judy Kuo
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Address:
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Unit 1005, 101 F, Lippo Centre Tower 2
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89 Queensway, Admiralty, Hong Kong
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Notice details:
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Address: c/o Unit 1005, 101F, Lippo Centre Tower 2, 89 Queensway, Admiralty, Hong Kong
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Attention: Lisa Leung
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Fax: 3752 3885
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Email: lisa.leung@ruimagroup.com
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In Witness Whereof this Deed has been executed as a deed by
each party and is intended to be made and is hereby delivered on the date stated at the beginning of this Deed.
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EXECUTED AND DELIVERED AS A DEED
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)
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by
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)
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for and on behalf of
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)
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PROUDVIEW LIMITED
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)
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in the presence of
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)
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/s/ Ma Hai Ying
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Signature of Witness
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Name: Ma Hai Ying
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Address:
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1055 10F, New Century Hotel Office Tower
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No. 6 Shoutinan Road, Hai Dian District
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Beijing, P.R.C.
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Notice details:
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Address: 1055 10F, New Century Hotel Office Tower, No. 6 Shoutinan Road, Hai Dian District Beijing, P.R.C.
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Attention: Ma Hai Ying
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Fax: 010-68492516
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Email: mahy@bothwealth.com
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In Witness Whereof this Deed has been executed as a deed by
each party and is intended to be made and is hereby delivered on the date stated at the beginning of this Deed.
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SIGNED, SEALED AND DELIVERED AS A DEED
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)
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by
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)
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LI BIN
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)
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in the presence of
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)
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/s/ Ma Hai Ying
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Signature of Witness
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Name: Ma Hai Ying
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Address:
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1055 10F, New Century Hotel Office Tower
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No. 6 Shoutinan Road, Hai Dian District
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Beijing, P.R.C.
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Notice details:
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Address: 1055 10F, New Century Hotel Office Tower, No. 6 Shoutinan Road, Hai Dian District Beijing, P.R.C.
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Attention: Ma Hai Ying
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Fax: 010-68492516
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Email: mahy@bothwealth.com
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In Witness Whereof this Deed has been executed as a deed by
each party and is intended to be made and is hereby delivered on the date stated at the beginning of this Deed.
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EXECUTED AND DELIVERED AS A DEED
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)
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by
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)
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SERENE VIEW INVESTMENT LIMITED
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)
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in the presence of
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)
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/s/ Ma Hai Ying
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Signature of Witness
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Name: Ma Hai Ying
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Address:
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1055 10F, New Century Hotel Office Tower
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No. 6 Shoutinan Road, Hai Dian District
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Beijing, P.R.C.
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Notice details:
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Address: 1055 10F, New Century Hotel Office Tower, No. 6 Shoutinan Road, Hai Dian District Beijing, P.R.C.
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Attention: Ma Hai Ying
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Fax: 010-68492516
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Email: mahy@bothwealth.com
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In Witness Whereof this Deed has been executed as a deed by
each party and is intended to be made and is hereby delivered on the date stated at the beginning of this Deed.
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SIGNED, SEALED AND DELIVERED AS A DEED
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)
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by
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)
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QU WEIHAI
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) /s/ Qu Weihai
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in the presence of
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)
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/s/ Ma Hai Ying
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Signature of Witness
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Name: Ma Hai Ying
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Address:
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1055 10F, New Century Hotel Office Tower
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No. 6 Shoutinan Road, Hai Dian District
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Beijing, P.R.C.
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Notice details:
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Address: 1055 10F, New Century Hotel Office Tower, No. 6 Shoutinan Road, Hai Dian District Beijing, P.R.C.
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Attention: Ma Hai Ying
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Fax: 010-68492516
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Email: mahy@bothwealth.com
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