Exhibit 10.24

 

[English Translation]

 

PAYMENT ARRANGEMENT AGREEMENT

 

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)                       CHEN Guohe (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)                       FENG Juan (冯娟), a Chinese citizen with the ID No. XXXX;

 

(8)                       Shanghai De Hui Jing He 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 Room 105, 1st Floor, Building 1, 999 Fuhai Road, Jiading District, Shanghai (“De Hui”);

 

(9)                       GENG Xiaofei (耿晓菲), a Chinese citizen with the ID No. XXXX;

 

(10)                WANG Dongdong (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, P.O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1-1205 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, 8th Floor,

 











 

579 Zhang Yang Road, China (Shanghai) Free Trade Zone (“OneSmart”);

 

(16)                Shanghai Jing Xue 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 Room B180, 1st Floor, Building 2, 2250 Pudong South Road, China (Shanghai) Free Trade Zone (“Jing Xue Rui”);

 

(17)                Shanghai Jing Yu 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 Room 906, 9th Floor, No. 1, Branch 128 Lane 66, Ye Jia Zhai South Road, Putuo District, Shanghai (“Jing Yu”);

 

(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, 2nd Floor, 3 Xuanhua Road, Changning District, Shanghai (“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 Jing Yu

 

OneSmart shall pay RMB2,000,000 to De Hui pursuant to Section 2.9.6(1)

 

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of the Restructuring Agreement.

 

1.1.2                    Jing Yu Loan

 

(1)             OneSmart shall provide a loan of RMB53,838,104.62 to Jing Yu (“Jing Yu Loan”) free of interest; and

 

(2)             Jing Yu 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 Jing Xue Rui (“Jing Xue Rui Loan I”) free of interest;

 

(2)             Jing Xue 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

 

	
Transferor
    	
 
    	
Transferee
    	
 
    	
Equity Transfer
   Price
    	
 
    	
Income Tax To
   Be Borne by
   the Transferor
    	
 
    	
Stamp Tax
   of the
   Transferor
   To Be
   Borne by
   the
   Transferor
    	
 
    	
Stamp Tax
   of Xi Zhi
   To Be
   Borne by
   the
   Transferor
    	
 
    	
Transaction
   Fees To Be
   Borne by
   the
   Transferor
    	
 
    	
Balance
    	
 
    
	
GENG Xiaofei
    	
 
    	
Xi Zhi
    	
 
    	
426,414,003.72
    	
 
    	
9,918,800.74
    	
 
    	
213,207.01
    	
 
    	
213,207.00
    	
 
    	
249,193.71
    	
 
    	
415,819,595.26
    	
 
    
	
WANG Dongdong
    	
 
    	
Xi Zhi
    	
 
    	
137,045,998.81
    	
 
    	
3,185,199.76
    	
 
    	
68,523.00
    	
 
    	
68,523.00
    	
 
    	
80,088.84
    	
 
    	
133,643,664.21
    	
 
    
	
WU Junbao
    	
 
    	
Xi Zhi
    	
 
    	
137,045,998.81
    	
 
    	
3,185,199.76
    	
 
    	
68,523.00
    	
 
    	
68,523.00
    	
 
    	
80,088.84
    	
 
    	
133,643,664.21
    	
 
    
	
LI Ye
    	
 
    	
Xi Zhi
    	
 
    	
30,450,340.10
    	
 
    	
706,068.02
    	
 
    	
15,225.17
    	
 
    	
15,225.17
    	
 
    	
17,794.99
    	
 
    	
29,696,026.75
    	
 
    
	
BIAN Jin
    	
 
    	
Xi Zhi
    	
 
    	
30,450,340.10
    	
 
    	
706,068.02
    	
 
    	
15,225.17
    	
 
    	
15,225.17
    	
 
    	
17,794.99
    	
 
    	
29,696,026.75
    	
 
    
	
CHEN Guohe
    	
 
    	
Xi Zhi
    	
 
    	
141,938,580.09
    	
 
    	
10,050,970.82
    	
 
    	
70,969.29
    	
 
    	
70,969.29
    	
 
    	
81,591.40
    	
 
    	
131,664,079.29
    	
 
    
	
CHEN Gang
    	
 
    	
Xi Zhi
    	
 
    	
311,486,244.13
    	
 
    	
22,057,013.83
    	
 
    	
155,743.12
    	
 
    	
155,743.12
    	
 
    	
179,053.50
    	
 
    	
288,938,690.56
    	
 
    
	
HU Guozhi
    	
 
    	
Xi Zhi
    	
 
    	
115,612,866.52
    	
 
    	
22,728,864.30
    	
 
    	
57,806.44
    	
 
    	
57,806.43
    	
 
    	
66,458.43
    	
 
    	
92,701,930.92
    	
 
    
	
FENG Juan
    	
 
    	
Xi Zhi
    	
 
    	
13,804,453.88
    	
 
    	
977,518.58
    	
 
    	
6,902.23
    	
 
    	
6,902.22
    	
 
    	
7,935.30
    	
 
    	
12,805,195.55
    	
 
    
	
Total
    	
 
    	
1,344,248,826.16
    	
 
    	
73,515,703.83
    	
 
    	
672,124.43
    	
 
    	
672,124.40
    	
 
    	
780,000.00
    	
 
    	
1,268,608,873.50
    	
 
    


 

3











 

(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.

 

	
Transferor
    	
 
    	
Transferee
    	
 
    	
Amount of Income
   Tax
    	
 
    	
Amount of
   Stamp Tax
    	
 
    	
Total Amount of
   Tax of Transferor
    	
 
    
	
GENG Xiaofei
    	
 
    	
Xi Zhi
    	
 
    	
9,918,800.74
    	
 
    	
213,207.01
    	
 
    	
10,132,007.75
    	
 
    
	
WANG Dongdong
    	
 
    	
Xi Zhi
    	
 
    	
3,185,199.76
    	
 
    	
68,523.00
    	
 
    	
3,253,722.76
    	
 
    
	
WU Junbao
    	
 
    	
Xi Zhi
    	
 
    	
3,185,199.76
    	
 
    	
68,523.00
    	
 
    	
3,253,722.76
    	
 
    
	
LI Ye
    	
 
    	
Xi Zhi
    	
 
    	
706,068.02
    	
 
    	
15,225.17
    	
 
    	
721,293.19
    	
 
    
	
BIAN Jin
    	
 
    	
Xi Zhi
    	
 
    	
706,068.02
    	
 
    	
15,225.17
    	
 
    	
721,293.19
    	
 
    
	
CHEN Guohe
    	
 
    	
Xi Zhi
    	
 
    	
10,050,970.82
    	
 
    	
70,969.29
    	
 
    	
10,121,940.11
    	
 
    
	
CHEN Gang
    	
 
    	
Xi Zhi
    	
 
    	
22,057,013.83
    	
 
    	
155,743.12
    	
 
    	
22,212,756.95
    	
 
    
	
HU Guozhi
    	
 
    	
Xi Zhi
    	
 
    	
22,728,864.30
    	
 
    	
57,806.44
    	
 
    	
22,786,670.74
    	
 
    
	
FENG Juan
    	
 
    	
Xi Zhi
    	
 
    	
977,518.58
    	
 
    	
6,902.23
    	
 
    	
984,420.81
    	
 
    
	
Total
    	
 
    	
73,515,703.83
    	
 
    	
672,124.43
    	
 
    	
74,187,828.26
    	
 
    


 

 

4











 

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 Jing Xue Rui Loan I and provide the remaining balance to Jing Xue Rui, and Jing Xue Rui 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 Jing Xue 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 Jing Xue Rui (“Jing Xue Rui Loan II”) free of interest;

 

(2)             Jing Xue 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

 

5











 

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 Jing Yu under Section 2.3.1 of the Restructuring Agreement in accordance with Section 1.1.1 of this Agreement, (b) have paid to Zhang Xi 50% of the transfer price, i.e. RMB800,000, for the transfer of equity interest in Jing Yu 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 Zhang Xi 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 Jing Yu Loan (RMB53,838,104.62) to Jing Yu pursuant to Section 1.1.2(1) of this Agreement;

 

1.3.3                    Jing Yu 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 Jing Xue Rui Loan I

 

6











 

(RMB1,344,248,826.16) to Jing Xue Rui pursuant to Section 1.1.3(1) of this Agreement;

 

1.3.5                    Jing Xue Rui 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 Jing Xue Rui Loan II (RMB2,660,000) to Jing Xue Rui pursuant to Section 1.1.4(1) of this Agreement;

 

1.3.8                    Jing Xue 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

 

7











 

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 Jing Xue Rui and relevant parties on September 17, 2017 (and such arrangement has been recognized by Jing Xue 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 Jing Xue Rui to Xi Zhi is to promote the development of OneSmart and its related parties, which shall be deemed as loans provided by Jing Xue 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

 

	
Redeemed Party
    	
 
    	
Redeeming
   Party
    	
 
    	
Redemption
   Price
    	
 
    	
Tax
    	
 
    	
Transaction
   Fees
    	
 
    	
Balance
    	
 
    
	
Smart Changing Inc.
    	
 
    	
the Cayman Company
    	
 
    	
13,028,070.26
    	
 
    	
573,587.19
    	
 
    	
314,968.20
    	
 
    	
12,139,514.87
    	
 
    
	
Da Cong Limited
    	
 
    	
the Cayman Company
    	
 
    	
30,855,065.02
    	
 
    	
1,357,137.70
    	
 
    	
744,815.25
    	
 
    	
28,753,112.07
    	
 
    
	
Guohe Limited
    	
 
    	
the Cayman Company
    	
 
    	
15,994,636.67
    	
 
    	
704,209.07
    	
 
    	
386,683.02
    	
 
    	
14,903,744.58
    	
 
    
	
Total
    	
 
    	
59,877,771.95
    	
 
    	
2,634,933.96
    	
 
    	
1,446,466.47
    	
 
    	
55,796,371.52
    	
 
    


 

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

 

8











 

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]
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
HU   Guozhi (胡国志)
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/ Hu Guozhi
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Smart Changing Inc.
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/ Hu Guozhi
    	
 
    
	
 
    	
 
    
	
Name:
    	
 
    
	
 
    	
 
    
	
Title:
    	
 
    


 

SIGNATURE PAGE OF PAYMENT ARRANGEMENT AGREEMENT

 











 

	
[SIGNATURE PAGE]
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
CHEN   Gang (陈刚)
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/ Chen Gang
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Da Cong Limited
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/ Chen Gang
    	
 
    
	
 
    	
 
    
	
Name:
    	
 
    
	
 
    	
 
    
	
Title:
    	
 
    


 

SIGNATURE PAGE OF PAYMENT ARRANGEMENT AGREEMENT

 











 

[SIGNATURE PAGE]

 

 

	
CHEN   Guohe (陈国和)
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/ Chen Guohe
    	
 
    
			


 

SIGNATURE PAGE OF PAYMENT ARRANGEMENT AGREEMENT

 











 

	
[SIGNATURE PAGE]
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
BIAN   Jin (卞进)
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/ Bian Jin
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Guohe Limited
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/ Bian Jin
    	
 
    
	
 
    	
 
    
	
Name:
    	
 
    
	
 
    	
 
    
	
Title:
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Shanghai De Hui Jing He 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))
    
	
 
    	
 
    
	
By:
    	
/s/ Bian Jin
    	
 
    
	
 
    	
 
    
	
Name:
    	
 
    
	
 
    	
 
    
	
Title:
    	
 
    


 

SIGNATURE PAGE OF PAYMENT ARRANGEMENT AGREEMENT

 











 

[SIGNATURE PAGE]

 

 

	
FENG   Juan (冯娟)
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/ Feng Juan
    	
 
    
			


 

SIGNATURE PAGE OF PAYMENT ARRANGEMENT AGREEMENT

 











 

[SIGNATURE PAGE]

 

 

	
GENG   Xiaofei (耿晓菲)
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/ Geng Xiaofei
    	
 
    
			


 

SIGNATURE PAGE OF PAYMENT ARRANGEMENT AGREEMENT

 











 

[SIGNATURE PAGE]

 

 

	
WANG   Dongdong (王冬栋)
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/ Wang Dongdong
    	
 
    
			


 

SIGNATURE PAGE OF PAYMENT ARRANGEMENT AGREEMENT

 











 

[SIGNATURE PAGE]

 

 

	
WU   Junbao (吴俊保)
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/ Wu Junbao
    	
 
    
			


 

SIGNATURE PAGE OF PAYMENT ARRANGEMENT AGREEMENT

 









 

[SIGNATURE PAGE]

 

 

	
LI   Ye (李晔)
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/ Li Ye
    	
 
    
			


 

SIGNATURE PAGE OF PAYMENT ARRANGEMENT AGREEMENT

 











 

	
[SIGNATURE PAGE]
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
OneSmart International Education Group Limited 精銳國際教育集團有限公司
    
	
 
    	
 
    
	
By:
    	
/s/ Zhang Xi
    	
 
    
	
 
    	
 
    
	
Name:
    	
 
    
	
 
    	
 
    
	
Title:
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Shanghai OneSmart   Education and Training Co., Ltd. (上海精锐教育培训有限公司)
    
	
 
    	
 
    
	
By:
    	
 /s/ Zhang   Xi
    	
 
    
	
 
    	
 
    
	
Name:
    	
 
    
	
 
    	
 
    
	
Title:
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Shanghai Xi Zhi Enterprise Management Co., Ltd. (上海熙智企业管理有限公司)
    
	
 
    	
 
    
	
By:
    	
 /s/ Zhang   Xi
    	
 
    
	
 
    	
 
    
	
Name:
    	
 
    
	
 
    	
 
    
	
Title:
    	
 
    


 

SIGNATURE PAGE OF PAYMENT ARRANGEMENT AGREEMENT

 











 

	
[SIGNATURE PAGE]
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Shanghai Jing Xue Rui Information Technology Co, Ltd.   (上海精学锐信息科技有限公司)
    
	
 
    	
 
    
	
By:
    	
/s/ Meng Xiaoqiang
    	
 
    
	
 
    	
 
    
	
Name:
    	
 
    
	
 
    	
 
    
	
Title:
    	
 
    
			


 

SIGNATURE PAGE OF PAYMENT ARRANGEMENT AGREEMENT

 











 

	
[SIGNATURE PAGE]
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Shanghai Jing Yu Investment Co., Ltd. (上海精育投资有限公司)
    
	
 
    	
 
    
	
By:
    	
/s/ Zhang Xi
    	
 
    
	
 
    	
 
    
	
Name:
    	
 
    
	
 
    	
 
    
	
Title:
    	
 
    
			


 

SIGNATURE PAGE OF PAYMENT ARRANGEMENT AGREEMENT

 











 

	
[SIGNATURE PAGE]
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Shanghai Rui Si Science and Technology   Information Consulting Co., Ltd. (上海锐思科技信息咨询有限公司)
    
	
 
    	
 
    
	
By:
    	
/s/ Shi Wei
    	
 
    
	
 
    	
 
    
	
Name:
    	
 
    
	
 
    	
 
    
	
Title:
    	
 
    
			


 

SIGNATURE PAGE OF PAYMENT ARRANGEMENT AGREEMENT

 











 

Schedule I: Onshore Payment Arrangement

 

	
Payer
    	
 
    	
Payee
    	
 
    	
Beneficiary Account
    	
 
    	
Amount
    	
 
    
	
OneSmart
    	
 
    	
De Hui
    	
 
    	
XXXX
    	
 
    	
68,498,104.62
    	
 
    
	
OneSmart
    	
 
    	
GENG Xiaofei
    	
 
    	
XXXX
    	
 
    	
415,819,595.26
    	
 
    
	
OneSmart
    	
 
    	
WANG Dongdong
    	
 
    	
XXXX
    	
 
    	
133,643,664.21
    	
 
    
	
OneSmart
    	
 
    	
WU Junbao
    	
 
    	
XXXX
    	
 
    	
133,643,664.21
    	
 
    
	
OneSmart
    	
 
    	
LI Ye
    	
 
    	
XXXX
    	
 
    	
29,696,026.75
    	
 
    
	
OneSmart
    	
 
    	
BIAN Jin
    	
 
    	
XXXX
    	
 
    	
29,696,026.75
    	
 
    
	
OneSmart
    	
 
    	
CHEN Guohe
    	
 
    	
XXXX
    	
 
    	
131,664,079.29
    	
 
    
	
OneSmart
    	
 
    	
CHEN Gang
    	
 
    	
XXXX
    	
 
    	
288,938,690.56
    	
 
    
	
OneSmart
    	
 
    	
HU Guozhi
    	
 
    	
XXXX
    	
 
    	
92,701,930.92
    	
 
    
	
OneSmart
    	
 
    	
FENG Juan
    	
 
    	
XXXX
    	
 
    	
12,805,195.55
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
Total:
    	
 
    	
1,337,106,978.12
    	
 
    


 

Schedule I

 











 

Schedule II: Offshoare Payment Arrangement

 

	
Payer
    	
 
    	
Payee
    	
 
    	
Beneficiary Account
    	
 
    	
Amount (USD)
    	
 
    
	
the Cayman   Company
    	
 
    	
Smart Changing Inc.
    	
 
    	
XXXX
    	
 
    	
12,139,514.87
    	
 
    
	
the Cayman   Company
    	
 
    	
Da Cong Limited
    	
 
    	
XXXX
    	
 
    	
28,753,112.07
    	
 
    
	
the Cayman   Company
    	
 
    	
Guohe Limited
    	
 
    	
XXXX
    	
 
    	
14,903,744.58
    	
 
    


 

Schedule II

 











 

Schedule III: Form of Confirmation Letter

 

Confirmation Letter

 

The individual shareholders of Shanghai OneSmart Education and Training Co., Ltd.: GENG Xiaofei, WANG Dongdong, WU Junbao, LI Ye, BIAN Jin, ZHENG Lina, CHEN Guohe, CHEN Gang, HU Guozhi and FENG Juan (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