Exhibit 4.47

 

No:                            PT-JM-20190001

 

Loan Agreement

 

This loan agreement (hereinafter referred as the “Loan Agreement”) dated as of July 19, 2019 and executed in Chaoyang District, Beijing, is entered into by and between:

 

Shanghai Anquying Technology Co., Ltd. (hereinafter referred as the “Lender” or “Party A”)

Address: Room 309B, No. 89, Yunling East Road, Putuo District, Shanghai, China

 

Beijing LeRong Duoyuan Information Technology Co., Ltd. (hereinafter referred as the “Borrower” or “Party B”)

Address: 501, 5/F, Unit 1, No. 10 West Jintong Road, Chaoyang District, Beijing

 

Sky City (Beijing) Technology Co., Ltd.

Address: Room 3009, 3 F, Podium to Bowang Garden, Yangfangdian, Haidian District, Beijing

 

Shenzhen Qianhai Minheng Commercial Factoring Co., Ltd.

Address: Room 201, Building A, No. 1 Qianwan 1st Road, Qianhai SZ-HK Cooperation Zone, Shenzhen (registered with Shenzhen Qianhai Business Secretary Co., Ltd.)

 

Pintec (Beijing) Technology Co., Ltd.

Address: Room 2025, 2 F, Podium to Bowang Garden, Yangfangdian, Haidian District, Beijing

 

Lerong Duoyuan (Beijing) Technology Co., Ltd.

Address: 806, 8/F, Building 4#, Yard 18, Suzhou Street, Haidian District, Beijing

 

Jianianhua (Tianjin) Information Technology Co., Ltd. (formerly known as “Xuancheng Tuo’an (Tianjin) Business Management and Consulting Co., Ltd.”)

Address: Room 255-14 (Centralized Office Zone), Building 13, No. 2,Hongwang  Jingjin E-commerce Industrial Park, Wuqing District, Tianjing, China

 

Whereas, as the date of this Loan Agreement, Party A and its affiliates (Sky City (Beijing) Technology Co., Ltd., Shenzhen Qianhai Minheng Commercial Factoring Co., Ltd. and Pintec (Beijing) Technology Co., Ltd.) and Party B and its affiliates (Lerong Duoyuan (Beijing) Technology Co., Ltd. and Jianianhua (Tianjin) Information Technology Co., Ltd.) enjoy account receivables from the other party, and owe account payables to the other party, through friendly consultation, each party enters into this Loan Agreement and agrees as follows:

 

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1.                  Loan

 

1.1                     As of the date December 31, 2018, the outstanding principal provided by the loans from Sky City (Beijing) Technology Co., Ltd. to Lerong Duoyuan (Beijing) Technology Co., Ltd is one billion thirty-nine million two hundred thirty-seven thousand and nine yuan (RMB 1,039,237,009.00) in total; the outstanding principal provided by the loans from Shenzhen Qianhai Minheng Business Factoring Co., Ltd. to Party B (Beijing LeRong Duoyuan Information Technology Co., Ltd.) is forty-one million one hundred forty-eight thousand eight hundred and thirty yuan (RMB41,148,830.00 in total; and the outstanding principal provided by the loans from Lerong Duoyuan (Beijing) Technology Co., Ltd. to Pintec (Beijing) Technology Co., Ltd is one million one hundred ninety-eight thousand six hundred and thirty-three yuan (RMB1,198,633.00) in total.

 

1.2                     As the date of December 31, 2018, the outstanding loan payable by Party A (Shanghai Anquying Technology Co., Ltd.) to Lerong Duoyuan (Beijing) Technology Co., Ltd. is seven hundred eighty-three million four hundred seventy-five thousand nine hundred and nineteen yuan (RMB783,475,919.00) in total; the outstanding loan payable by Party A (Shanghai Anquying Technology Co., Ltd.) to Party B (Beijing LeRong Duoyuan Information Technology Co., Ltd.) is three million one hundred sixty-three thousand seven hundred and fifty-seven yuan (RMB3,163,757.00) in total; the outstanding loan payable by Sky City (Beijing) Technology Co., Ltd. to Party B (Beijing LeRong Duoyuan Information Technology Co., Ltd.) is four thousand five hundred and fifty yuan (RMB4,550.00) in total;the outstanding loan payable by Sky City (Beijing) Technology Co., Ltd. to Jianianhua (Tianjin) Information Technology Co., Ltd.is ten thousand four hundred and thirty-six yuan (RMB10,436.00) in total.

 

1.3                     Each party agrees to transfer all the receivables from Party B and its affiliates held by Party A’s affiliates to Party A and all the payables to Party B and its affiliates borne by Party A’s affiliates to Party A; and to transfer all the receivables from Party A and its affiliates held by Party B’s affiliates to Party B and all the payables to Party A and its affiliates borne by Party B’s affiliates to Party B. The same amount of payables and receivables between Party A and Party B shall be offset against each other, i.e., 1,039,237,009.00 + 41,148,830.00 + 1,198,633.00 – 783,475,919.00 – 3,163,757.00 – 4,550.00 – 10,436.00 = 294,929,810.00. Therefore, as of December 31, 2018, the outstanding principal provided by the loans from Party A to Party B is two hundred ninety-four million nine hundred twenty-nine thousand eight hundred and ten yuan (RMB294,929,810.00).

 

1.4                     The loan pursuant to this Loan Agreement will mature on January 31, 2022.

 

1.5                     Each party agrees that for the period from April 1, 2018 to December 31, 2018, the principal and the corresponding interest shall be calculated following the rules below:

 

(1)                                 Following the rules set out under clause 1.1 to 1.3 to calculate the outstanding principal amount of the loan provided by Party A to Party B at the date preceding the first day of each quarter of the calendar year (namely, March 31, 2018, June 30, 2018, and September 30, 2018);

 

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(2)                                 Such outstanding principal amount shall be deemed as the principal for the coming quarter, with the annual interest at 11% to calculate the interest for such quarter.

 

1.6                     From January 1, 2019, the interest will be calculated based on the principal set forth in clause 1.3 and an 11% annual interest rate (daily rate = annual rate / 365). If large repayments, new loans or other agreed matters affecting the interest calculation basis occur during the interest-bearing period, Party A and Party B may, in the form of signing a supplementary agreement, re-identify the balance of the loan (the “subsequent loan”) as of the last day of the month in which any of the above-mentioned events occur. The amount of the subsequent loan is the principal amount, and the interest for the subsequent period is calculated according to the annualized interest rate of 11%.

 

2.                  Purpose of the Loan

 

2.1                     Each party agrees the loan is only for the purpose of funding the working capital of the Borrower.

 

3.                  Repayment

 

3.1                     The Borrower shall repay the loan, namely, the principal and the corresponding interest, by one lump sum to the Lender before the expiration of the term of the loan. Each party agrees the Borrower is entitled to partly or entirely prepay the loan; if the Borrower prepays the loan, the corresponding interest for the principal prepaid shall be calculated until the date the actual prepayment is made.

 

3.2                     The Lender and the Borrower hereby agree and confirm the Borrower is unconditionally responsible for the repayment and no repayment notice is required from the Lender.

 

3.3                     Details of the Lender’s bank account are set out below:

 

Account Name:

Opening Bank:

Account: [redacted]

 

4.                  Representations and Warranties

 

4.1                     The Lender represents and warrants as follows:

 

(1)                                 The Lender is duly incorporated and validly existing as a corporation with limited liability under the laws of People’s Republic of China;

 

(2)                                 The Lender has the authority to enter into this Loan Agreement and perform the obligations contemplated under this Loan Agreement;

 

(3)                                 The obligations contemplated under this Loan Agreement are valid, binding and enforceable in accordance with this Loan Agreement;

 

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(4)                                 The source of the loan under this Loan Agreement is legal and it is not the proceeds or benefits from any crimes in relation to drugs, mafias, terrorists, smugglers, bribery and corruption, disrupting the order of financial administration or financial fraud. , and no breach of the Anti-Money Laundering Law or any other laws and regulations of People’s Republic of China exists.

 

4.2                     The Borrower represents and warrants as follows:

 

(1)                                 The Borrower is duly incorporated and validly existing as a corporation with limited liability under the laws of People’s Republic of China;

 

(2)                                 The Borrower has the authority to enter into this Loan Agreement and perform the obligations contemplated under this Loan Agreement;

 

(3)                                 The obligations contemplated under this Loan Agreement are valid, binding and enforceable in accordance with this Loan Agreement;

 

(4)                                 To use the loan in accordance with the purpose of the loan under this Loan Agreement, and not use it for any other purpose or any illegal conduct.

 

5.                  Confidentiality

 

5.1                     Each party acknowledges and confirms that any information received from the other party orally or in writing for the purpose of this Loan Agreement is confidential information. Each party shall keep such information confidential and cannot disclose any related information without the other party’s prior written consent, but the following information shall not subject to such confidentiality: (a) information that is or will be generally known to the public (provided that such information does not result from the receiving party’s unauthorized disclosure to the public); (b) disclosure of such information is required by applicable laws or security exchange rules; or (c) information to be disclosed to the directors or the legal or financial advisors of any party for the transactions contemplated under this Loan Agreement, if such directors or legal or financial advisors are subject to confidentiality obligations similar to those in this confidentiality clause. Any leak of confidential information made by the employee or counsel of one party shall be deemed as a leak made by that party, and that party shall be liable for the breach in accordance with this Loan Agreement. This clause shall remain in force regardless of whether this Loan Agreement is terminated for any reason.

 

6.                  Responsibility for Breach

 

6.1                     Any party who breaches any clause under this Loan Agreement, fails to perform its obligations under this Loan Agreement or makes all or part of the clauses under this Loan Agreement impossible to be executed, shall be responsible for the breach, and shall compensate the loss (including the corresponding fees for litigation and legal counsel) the other party incurred that resulted from such breach; if both parties breach, each party shall bear its responsibilities in according to the actual situation.

 

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7.                  Governing Law and Dispute Resolution

 

7.1                     The execution, validity, performance, interpretation, amendment and termination of this Loan Agreement and the resolution of any dispute in relation to this Loan Agreement shall be governed by the laws of People’s Republic of China.

 

7.2                     In the event of any dispute arising in the interpretation or performance of this Loan Agreement, all parties shall negotiate in good faith first. If such dispute has not been resolved within 30 days of one party having sent the written negotiation request to another party, either party will be entitled to submit such dispute to the Beijing Arbitration Commission for arbitration.

 

8.                  Miscellaneous

 

8.1                     Any amendment or supplement to this Loan Agreement or its attachments shall be made in writing.

 

8.2                     This Loan Agreement shall come into force on the date of execution, until the date when all the loan under this Loan Agreement has been repaid.

 

8.3                     If one or more clauses under this Loan Agreement is determined as invalid, illegal or not enforceable pursuant to any laws or regulations in any respect, the validity, legality or enforceability of the remaining clauses shall not be affected or prejudiced. All the parties shall negotiate in good faith to replace such invalid, illegal or unenforceable clauses to the greatest extent permitted by the law and the expectations of the parties, while such new clause shall have, to the greatest extent possible, a similar effect from a financial perspective as those invalid, illegal or not enforceable clauses have.

 

8.4                     With respect to matters not specifically covered herein, all parties are entitled to negotiate in writing.

 

8.5                     This Loan Agreement is written in the Chinese language in seven counterparts, each party holding one counterpart, each counterpart having the same legal effect.

 

(Left Blank Intentionally)

 

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Therefore, each party has entered into this Loan Agreement on the date stated at the beginning of this Agreement. The Loan Agreement shall come into force immediately.

 

 

/s/ Shanghai Anquying Technology Co., Ltd. (Stamp)

Shanghai Anquying Technology Co., Ltd.

 

 

/s/ Sky City (Beijing) Technology Co., Ltd (Stamp)

Sky City (Beijing) Technology Co., Ltd

 

 

/s/ Shenzhen Qianhai Minheng Business Factoring Co., Ltd. (Stamp)

Shenzhen Qianhai Minheng Business Factoring Co., Ltd.

 

 

/s/ Pintec (Beijing) Technology Co., Ltd. (Stamp)

Pintec (Beijing) Technology Co., Ltd.

 

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Therefore, each party has entered into this Loan Agreement on the date stated at the beginning of this Agreement. The Loan Agreement shall come into force immediately.

 

/s/ Beijing LeRong Duoyuan Information Technology Co., Ltd. (Stamp)

Beijing LeRong Duoyuan Information Technology Co., Ltd.

 

 

/s/ Lerong Duoyuan (Beijing) Technology Co., Ltd. (Stamp)

Lerong Duoyuan (Beijing) Technology Co., Ltd.

 

 

/s/ Jianianhua (Tianjin) Information Technology Co., Ltd. (Stamp)

Jianianhua (Tianjin) Information Technology Co., Ltd.

 

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