EX-10.24





 Exhibit 10.24 

THE SYMBOL “[***]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i)
NOT MATERIAL, AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED 
 Supplementary Agreement to the
Service Outsourcing Agreement 
 This Supplementary Agreement to the Services Outsourcing Agreement (the “Supplementary Agreement”) is entered
into on September 8, 2020 by and between the following parties: 
 Party A: Shanghai Yiqi Zuoye Information Technology Co., Ltd. 

Address: 16 / F, Building B, Wangjing Greenland Center, Chaoyang District, Beijing 

Zip: 100102 
 Contact number: [***] 

Contact person: [***] 

E-mail address: [***] 

Party B: Beijing Yicai Human Resource Consulting Co., Ltd. 

Address: Building F1, No. 1 Tianyang Canal (North Gate), No. 56 Jianguo Road, Chaoyang District, Beijing 

Zip: 100022 
 Contact number: [***] 

Fax number: [***] 
 Contact person: [***] 

E-mail address: [***] 

WHEREAS, the amendment and renewal of the Service Outsourcing Agreement (hereinafter referred to as the “Agreement”) was
entered into on September 1, 2020 by and between Party A and Party B, with respects to the outsourcing services by Party A to Party B, such as learning counseling, customer service center and other services (hereinafter referred to as the
“Service Outsourcing Project”). Both Parties intend to supplement and modify the Agreement. This Supplementary Agreement and the Agreement are hereinafter collectively referred to as “Outsourcing Service Agreement”.

 THEREFORE, both parties, after their amicable negotiations, enter into the Supplementary Agreement regarding the following matters. 

 

	1	 Unless otherwise provided herein, terms of this Supplementary Agreement not defined herein shall have the
meaning given to such terms in the Agreement. 


  

	2	 For he outsourcing service items, as defined in Article 2 “Service Items” of the Agreement, please
refer to the “Service Items Confirmation” listed on Annex 1. For the calculation basis of the service fee mentioned in Article 6 of the Agreement, please refer to the “Service Price List” as set forth on Annex II. Party B shall
issue “Project Service List” in the form attached hereto as Annex III to Party A, when settling accounts of the services under the Service Outsourcing Project hereunder and thereunder. 



 

	3	 The annexes set forth in this Supplementary Agreement shall constitute an integral part of the Outsourcing
Service Agreement and shall have same legal effect as the Outsourcing Service Agreement. 



  
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	4	 The following paragraphs are added as paragraphs 12 to 14 to Article 3 of the Agreement: 



“12. Based on Party B’s service requirements, Party A shall provide party B with relevant training and guidance for the Service
Outsourcing Project and provide timely guidance for problems during the service process. 
 13. For Service Outsourcing Project, Party A
shall have right to propose the rules with which shall be complied by Party B regarding the services provided by Party B and its service team, including but not limited to, Party A may inform Party B rules of Service Outsourcing Project,
implementation requirement, qualification criteria for service personnel, service specification and standard content and the updated version of the foregoing, via emails or other method acknowledged by both parties. Party A have the right to
supervise and manage the service provided by Party B, mainly including whether Party B provides services in accordance with the latest updated rules of Party A. 

14. Party A shall have the right to supervise, assess and judge periodically to the service quality provided by Party B under the rules
formulated and published by Party A or notified by email to Party B to ensure the services provided by Party B and its service team meet the requirements.” 
  

	5	 The following paragraphs are added as paragraphs 8 to 10 to Article 4 of the Agreement: 



“8. For Service Outsourcing Project, Party B shall ensure that its service team to comply with the requirements set forth by Party A,
including rules of Service Outsourcing Project, implementation requirements, qualification criteria for service personnel, service specification and standard content, and shall accept supervision, inspection and improvement requirements from Party
A, including that Party B and its service team shall not prejudice the interests, business operation, reputation of Party A during the service period, such as, fraud, disrespect for Party A’ users, withdrawal/change of classes without
permission, refusing to cooperate with Party A’s supervision and investigation, falsification of financial data reported to Party A, breach of confidentiality obligations, damage to Party A’s image, reputation and public praise, occurrence
of teaching accidents, complaints from Party A’s users, etc. If Party B and/or its service team fails to meet the requirements set forth by Party A in the process of providing services, Party A shall have the right to deduct the relevant
penalty fees (if any) directly from the service fees to be paid to Party B in accordance with the requirements of the rules. 
 9. Party B
shall designate specific personnel responsible for docking Service Outsourcing Project with personnel designated by Party A, including but not limited to specific instructions on service content, feedback on service quality, supplementary and
updated rules by Party A. In case of any change in the contact personnel designated by Party B, it shall notify Party A in writing three (3) working days in advance, and be liable for the loss caused by its failure to timely notify Party A.

 10. In the event that any loss of Party A arise from no labor contract signed by and between Party B and its staff, delay of the salary
payment, no full payment of social insurance/housing accumulation fund/tax by Party B, Party B shall promptly deal with such issues. Party B shall compensate all losses suffered by Party A due to the default or gross negligence from Party B.”


  
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	6	 There is a clerical error in the estimated cost set forth in Article 6.2.1 of the Agreement, and both parties
agree that the estimated cost shall be the amount set forth in the Service Price List attached hereto as Annex II. 


  

	7	 Article 7, Paragraph 1, of the Agreement shall be amended as a whole as follow: 



“Unless otherwise agreed by both parties, both parties shall be bound by the confidentiality obligation hereunder, keep confidential all
of the contents of this Agreement and the information obtained from the other party during the performance of this Agreement (hereinafter collectively referred to as “Confidential Information”). The confidentiality obligation shall
mean, without written consent from the other party, each party shall neither use the Confidential Information for any situation unrelated to the performance of the Agreement, nor disclose or leak to any third party in any form. Both parties are
obliged to make every effort to prevent any third party from stealing Confidential Information. In case any party violating the aforesaid obligation of confidentiality and causing losses to the other party, such party shall be liable for cessation
of infringement, elimination of adverse impact, compensation for the losses suffered by the other party. 
 Notwithstanding the foregoing,
the confidentiality obligation of both parties shall be exempted under the following circumstances: (1) the Confidential Information has entered the public domain for any reason except as being publicly disclosed by any parties in violation of
this Agreement; (2) any parties disclose to its employee with respect to the transactions contemplated hereunder on condition that such employee must be bound by the obligations of confidentiality same as those under this Agreement;
(3) any party disclose to its banks, legal counsels, financial consultants or intermediary service agencies for the purpose of this Agreement, on condition that such banks, legal counsels, financial consultants or intermediary service agencies
shall be bound by the obligations of confidentiality same as those under this Agreement; (4) necessary disclosure under the provisions of laws and regulations or the requirements or instructions of government authorities and securities
regulatory authorities.” 
  

	8	 This Supplementary Agreement will come into effect after being signed by both parties. The Supplementary
Agreement shall form integral part of the Agreement and shall have the same legal effect as the Agreement upon its effective date. In case of any conflict or inconsistency between the provisions of this Supplementary Agreement and the Agreement, the
provisions of this Supplementary Agreement shall prevail. 


  

	9	 This Supplementary Agreement is made by both parties in two (2) originals of equal legal force, one
(1) for each Party and each original shall have the same legal effect. 


 [The following is the signature page(s)]


  
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 This Supplemental Agreement is executed by both parties or their authorized representatives on the date
first written above and both parties agree to be bound by this Supplemental Agreement. 
 Party A: 

Shanghai Yiqi Zuoye Information Technology Co., Ltd. (Seal) 

/s/ Shanghai Yiqi Zuoye Information Technology Co., Ltd. 

Authorized Representative: _____________________ 
 Party B:

 Beijing Yicai Human Resource Consulting Co., Ltd. (Seal) 

/s/ Beijing Yicai Human Resource Consulting Co., Ltd. 

Authorized Representative: _____________________ 












 Annex 1: Service Items Confirmation 

 

							
	Demand Party
	Company Name: Shanghai Yiqi Zuoye Information Technology Co., Ltd.
	Service Requirement Information
	Service Content: Outsourcing services of tutoring teacher
	Service Location: Subject to the actual needs of project
	 Narrative:

 
 1. According to the project requirements from Party A, providing services and ensuring
the services to be carried out as scheduled;
  
 2. Timely reminding students of class
time, and being responsible for cooperating with Party A to maintain class order and supervising the whole course during the live broadcast, so as to ensure the normal and orderly conduct of the live broadcast course;

 
 3. Being responsible for homework correcting, answering questions of class community,
daily maintenance and operation, following up students’ learning situation, analyzing students’ learning situation, making learning plans, proposing learning suggestions and increasing user stickiness;

 
 4. Maintaining students and timely feeding back to parents on learning situation,
answering parents’ questions, promoting the improvement of academic performance, in charge of the related work of students’ course renewal;
  

5. Timely and reasonably dealing with the adjustment requirements of parents on time, class type and tutor, timely and reasonably dealing with the refund
issues of parents;
  
 6. Assisting to ensure the normal and orderly progress of
project.
  

	 In order to guarantee the service quality of Party B, the
service personnel shall comply with the following requirements:
  
 1. Being employee of
Party B
  
 2. Capable of providing services required by Party A, including:

 
 2.1 Bachelor degree or above, no limited to major, fresh or former graduates;

 
 2.2 Strong learning ability, strong communication skills, a sense of responsibility and
patience;
  
 2.3 Optimistic and outgoing, enthusiastic about education.

 

	Service Start Time	  	September 1, 2020	  	Service End Time	  	August 31, 2022
	Workplace	  	Subject to the actual needs of project	  	Estimated Number of Service Personnel	  	More than 1,000
	Project Service Fee (CNY/Month): The settlement of account shall be based on the amount incurred during the actual period of cooperation as set
forth in the Service Price List.
	Overtime Project Service Fee: according to the actual occurrence charge.
	Note:
	Demand Party	  	Supplier
	Seal  /s/ Shanghai Yiqi Zuoye Information Technology Co., Ltd.	  	Seal  /s/ Beijing Yicai Human Resource Consulting Co., Ltd.
	Date  September 8, 2020	  	Date  September 8, 2020













 Annex II: Service Price List 

 

							
	Project	 	Content 	  	Explanation	  	Estimated cost
(RMB/year)
	A
Service   Fee	 	Outsourcing  Services Fee 	  	 Party A shall take the following
factors into consideration as the basis for determining and paying the project service fee:
  

1. Service category provided by Party B, such as, course category, price, etc, followed up by Party B;

 
 2. The scale of services provided by Party B, such as the number of classes and students
in charge of by Party B, and the number of courses followed up by Party B;
  
 3. The
service quality provided by Party B, such as the evaluation, feedback and complaint of Party A and Party A’s customers (such as students) on the services provided by Party B, the attendance rate of live broadcast courses, the attendance rate of
live broadcast courses within half an hour, homework submission rate, renewal rate, class order maintenance in live broadcast courses, etc;
  

4. Costs incurred by Party B in providing services to Party A.
	  	CNY [***]
	Outsourcing Services Fee    	  	/













 Annex III: Project Service List 

 

			
	  	  	Content
	Workload Description	  	 
	Service Completion	  	 
	Tax	  	 
	Other Necessary Expenses