EX-4.74




 Exhibit 4.74 

Cooperation Agreement 
 This Cooperation
Agreement (this “Agreement”) is entered into as of September 27, 2021 in Chaoyang District, Beijing, People’s Republic of China, by and among: 

Party A: Pintec Technology Holdings Limited, a limited liability company incorporated under the laws of Cayman Islands (“Pintec” or
“PT”). Registered Address: P. O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1 - 1205 Cayman Islands; 

Party B: NCA DEVELOPMENT UNIT TRUST, a trust incorporated under the laws of Australia (“NCA”). Registered Address: 2A Kilsyth Avenue,
Toorak 3142; 
 Party C: FT Synergy Pte. Ltd., a limited liability company incorporated under the laws of Singapore (the “Target
Company” or “JV”), whose registered address is at 120 ROBINSON ROAD #08-01 SINGAPORE (068913), and whose subsidiaries are listed in Appendix 2; 

Party A, Party B and Party C are hereinafter referred to collectively as the “Parties”, and individually as a “Party”. 

WHEREAS: 
  

	1.	 Party A is the existing shareholder of the Target Company, and holds 100% of shares of the Target Company as of
the date of execution hereof. 


  

	2.	 Party B is a trust company. 



 

	3.	 Party C is a tech company capable of providing computer network technology development and technology
consulting services. 


  

	4.	 The Parties are willing to join their efforts to pursue reciprocity and mutual benefit as well as the goals of
the Target Company. 



  
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 In consideration of the foregoing, the Parties, intending to be legally bound hereby, agree as follows upon
consensus through negotiations in accordance with the provisions of applicable laws and regulations: 
 Clause 1 Content of Cooperation

  

	1.1	 Share Transfer and Purchase 



 

	 	(1)	 Party A shall transfer to Party B 85% of the shares of the Target Company owned by it (the “Target
Shares”), and Party B agrees to accept the Target Shares, and undertakes to give full support, together with the Target Company, to Party A in completing the registration of change of the Target Shares and other relevant work by
September 30, 2021. Upon consummation of the transfer of the Target Shares, the Target Company shall become a JV, and Party A shall be entitled to receive the income earned by the Target Company in proportion to its shareholding therein,
including but not limited to legal income and distributable business profits. The ownership structure of the JV is set out below: 


  

					
	 Name of Shareholder
	  	Shareholding
Proportion (%)	 
	 Pintec Technology Holdings Limited
	  	 	15	 
	 NCA DEVELOPMENT UNIT TRUST
	  	 	85	 
		  	  
	  
	 
	 Total
	  	 	100	 
		  	  
	  
	 

  

	 	(2)	 The Parties agree that, Party A shall have the right of first refusal with respect to any proposed increase in
the registered capital of the Target Company; Party B shall firstly send a written notice to Party A, indicating such particulars as the amount of proposed increase in the registered capital, subscription price and the identity of the prospective
third party subscriber, and Party A shall have the right (but not the obligation) to subscribe for the proposed increase in the registered capital in proportion to its shareholding in the Target Company. 



 

	 	(3)	 The Parties further agree that, if Party B wishes to sell, transfer or otherwise dispose of all or part of its
direct or indirect ownership of shares of the Target Company, Party A shall have the right of first refusal with respect thereto. Party B shall firstly send to Party A a notice of the sale of its ownership of shares of the Target Company (the
“Notice of Sale”). The Notice of Sale shall contain all such particulars as the shares to be sold, selling price, payment terms and the identity of the transferee. Party A shall have the right (but not the obligation) to purchase
the shares to be sold at such price and subject to such conditions as indicated in the Notice of Sale. 


  

	1.2	 Funds and Expenses 



 

	 	(1)	 Upon consummation of the transfer of the Target Shares, Party A will no longer fund the JV in any form, and all
funds required for day-to-day management of the JV and all obligations of the JV to customers shall be for the account of Party B and the JV. Party A undertakes to waive
the JV from all loans, debts and future receivables (if any) between the JV and Party A or its affiliates, provided that the historical debts (if any) owed by the JV to any third party shall be for the account of the JV. 



  
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	 	(2)	 Upon consummation of the transfer of the Target Shares, Party A will no longer provide the JV with any support
in terms of finance, legal affairs, human resources, administration or technical personnel. If the JV needs any such support from Party A, then Party A shall collect from Party B a fee at the cost per person per day plus 25%, and vice versa.



  

	1.3	 Business Divestiture 



 

	 	(1)	 Party B undertakes to complete the business divestiture (including but not limited to novation of the business
contract between Party B and Party A or any of Party A’s affiliates) between the JV (including its subsidiaries) and Party A or any of its affiliates by September 30, 2021, upon which divestiture the JV shall be responsible for its own
profit and loss. 


  

	 	(2)	 The credit business (e.g. WagePay) of FT Synergy Pte. Ltd. (AU) shall be transferred to Pintec Australia Pty
Ltd; 


  

	 	(3)	 Following completion of the divestiture, Party B shall, upon Party A’s request, provide the audited
financial statements and relevant books of accounts of the Target Company and all of its subsidiaries (if required). 


  

	1.4	 Personnel Assignment 



 

	 	(1)	 All personnel listed in Appendix 1 (each “Divested Employee”) shall enter into a new labor
contract with Shanghai Xuanji Intelligent Technology Co., Ltd. and/or Shanghai Xuanji Intelligent Technology Co., Ltd. by September 30, 2021. 


  

	 	(2)	 Party A or any of its affiliates shall cooperate with each Divested Employee in entering into a new labor
contract, and the Parties acknowledge that Party A or such affiliate has not paid or is not required to pay any compensation or fee in any form with respect to the entry into a new labor contract. 



 

	 	(3)	 Party B undertakes and warrants that continuation of the Divested Employee’s service with Party A will be
acknowledged, the position of the Divested Employee under the new labor contract be set out in an appendix hereto, and his or her salary and other benefits remain unchanged. 



 

	 	(4)	 Any Divested Employee or employee of the JV’s subsidiaries shall be transferred to Beijing Xuanji
Intelligent Technology Co., Ltd., Shanghai Xuanji Intelligent Technology Co., Ltd. or the JV along with all Party A’s computer and other IT devices currently used thereby, for which Party A shall not charge any fee. 



 

	1.5	 Office Lease 



Upon consummation of the transfer of the Target Shares, if the relevant personnel of the JV wish to continue to lease the space on 9/F of Party
A’s Heng’an Building (address: No.17 North Road of East 3rd Ring, Chaoyang District, Beijing) for office use, then the JV shall bear all lease expenses (including but not limited to rental, property management fee and water and electricity
bills) based on the area of use/number of work stations and settle the same on a monthly basis. 

  
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	1.6	 IP Cross-Licensing 



Upon consummation of the transfer of the Target Shares, the Parties (including but not limited to Party A and Party A’s affiliates, Party
B, Party C and their subsidiaries) agree to and shall cause the cross-licensing of their respective IPs. 
  

	1.7	 Technical Support 



If the JV or any of its subsidiaries needs any support for technology development from Party A or Party A’s affiliates in the future, the
support costs shall be accounted for at cost plus 25%, and vice versa. Specific details shall be agreed in a separate cooperation agreement entered into by and among the Parties. 

 

	1.8	 The Parties shall make their best efforts to proactively facilitate the cooperation hereunder, and the
particulars of the cooperation hereunder and specific legal rights and obligations of the Parties in the cooperation shall be subject to any specific agreement subsequently executed by the Parties (if required). 



Clause 2 Liabilities for Breach of Contract 
  

	2.1	 Either Party who fails to perform or duly perform this Agreement shall be deemed to have committed a
breach of contract. The breaching Party shall be held liable for breach of contract in accordance with this Agreement, and shall compensate the non-breaching Party any losses actually caused thereto. The
liability for breach of contract shall not be released by reason of termination hereof. 


 Clause 3 Confidentiality

  

	3.1	 The Parties acknowledge that the substance of and transactions under this Agreement shall be deemed
confidential information. 


  

	3.2	 Each Party agrees that it shall and shall procure its affiliates, subsidiaries and their respective
senior officers, directors, employees, agents, representatives, accountants and legal counsels to keep in confidence any confidential information that it receives or obtains from any other Party, and shall not disclose to any third party (including
but not limited to any other investor of such Party) or use such confidential information, unless agreed by the other Party in writing in advance or required by judicial or administrative proceedings or other laws or regulations.



  

	3.3	 The confidentiality obligation under this Clause 3 shall not apply to: (i) any information
permitted to be disclosed pursuant to this Agreement; (ii) any information that has become available to the public at the time of disclosure through no breach of this Agreement by any Party or any of its affiliates or subsidiaries or their
respective senior officers, directors, employees, agents, representatives, accountants and legal counsels; (iii) any information obtained from any third party in good faith under no confidentiality obligation; or (iv) any information
disclosed to the extent agreed upon by the Parties. 


  

	3.4	 The Parties agree that any Party and its affiliates and subsidiaries (including their senior officers,
directors, employees, partners, members, shareholders, agents, representatives, accounts, financial advisors and legal counsels) may disclose any confidential information to competent government, judicial or securities regulatory authority in
accordance with the provisions of applicable laws and regulations or the requirements of such authority, provided that such disclosure shall be made to the extent so required. 



  
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 Clause 4 Miscellaneous 

 

	4.1	 Notices 


  

	 	4.1.1	 All notices and other communications required or given hereunder shall be addressed to any Party at its address
set forth below by personal delivery, registered mail (postage prepaid), commercial courier service or facsimile. Also, each notice shall be served on the addressee by email. The date on which such notice is duly served shall be determined in such
manner as set forth below: 


  

	 	(1)	 If the notice is sent by personal delivery, courier service or registered mail (postage prepaid), then it shall
be deemed to have been duly served on the date when it is received or refused at the address of notice; 


  

	 	(2)	 If the notice is sent via facsimile, then it shall be deemed to have been duly served on the date of successful
transmission (as proven by the automatically generated acknowledgment of transmission). 


  

	 	4.1.2	 The addresses of the Parties for the purpose of notice are provided below: 



Party A: Pintec Technology Holdings Limited 

Address: 9/F, No.17 North Road of East 3rd Ring, Chaoyang District, Beijing 

Attention: Victor Huike Li 
 Tel: 010-85643600 
 Party B: NCA DEVELOPMENT UNIT TRUST 

Address: 2A Kilsyth Avenue, Toorak 3142 

Attention: Ms. Lei Zheng 

Tel: +61 425 406 594 
 Party C:
FT Synergy Pte. Ltd. 
 Address: 16 Raffles Quay # 41-01 Hong Leong Building Singapore 048581 

Attention: Victor Huike Li 
 Tel:
+65 8120 9266 
  

	 	4.1.3	 Any Party may at any time change its address for notice by giving notice to any other Party in accordance with
this clause. 



  
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	4.2	 Modification and Amendment 



In case the cooperation under or any business clause of this Agreement needs to be improved, the Parties may alter this Agreement in writing to
the extent necessary for cooperation. 
  

	4.3	 Assignment 



This Agreement shall not be assigned by law or by any Party without the prior written consent of the other Parties. 

 

	4.4	 Entire Agreement 



The Parties acknowledge that this Agreement shall constitute the entire agreement and understanding reached by the Parties with respect to the
subject matter hereof, and entirely supersedes all prior agreements and/or understandings, whether oral or in writing, by and among the Parties with respect to the subject matter hereof. 

 

	4.5	 Severability 



Should any provision hereof be held invalid or unenforceable, the remaining provisions hereof shall not be affected, and shall remain in full
force and effect and continue to be enforceable. 
  

	4.6	 Legality 



During the term of this Agreement, in case the implementation of any provision hereof is affected by national laws, regulations or policies,
the Parties shall adjust such provision accordingly in accordance with national applicable regulations. 
  

	4.7	 Effectiveness 



This Agreement shall become effective as of the date on which the Parties affix hereunto their seals or signatures. This Agreement is executed
in three (3) counterparts, with each Party holding one (1) counterpart and each counterpart having the same legal force and effect. 
  

	4.8	 Governing Laws 



This Agreement shall be governed by and interpreted in accordance with the laws of the PRC (for the avoidance of doubt, excluding the laws of
Hong Kong, Macau and Taiwan). 
  

	4.9	 Dispute Resolution 



Any dispute, controversy or claim arising from or in connection with this Agreement (including its existence, validity or termination) shall be
firstly resolved by the Parties through amicable negotiations. If such dispute, controversy or claim has not been resolved within sixty (60) days after giving of the written notice of commencement of negotiation, the dispute, controversy or
claim shall be filed with Beijing Arbitration Commission for arbitration in accordance with its then effective arbitration rules (which rules shall be included in this clause by reference). The arbitral award shall be final and binding on the
Parties. The arbitral tribunal shall consist of a sole arbitrator, to be appointed in accordance with the then effective rules of Beijing Arbitration Commission. The arbitration proceedings shall be conducted in Chinese. 

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 IN WITNESS WHEREOF, the Parties have caused their respective authorized representatives to execute this
Agreement as of the first date written above. 
  

			
	Party A: Pintec Technology Holdings Limited (Seal)
		
	By:	 	  

	Name:	 	Victor Huike Li
	Title:	 	Director

  

			
	Party B: NCA DEVELOPMENT UNIT TRUST (Seal)
		
	By:	 	  

	Name:	 	Ms. Lei Zheng
	Title:	 	Director

  

			
	Party C: FT Synergy Pte. Ltd. (Seal)
		
	By:	 	  

	Name:	 	Victor Huike Li
	Title:	 	Director


  
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 Appendix 1 
  

							
	 S/N
	  	 Name
	  	 New Signer
	  	 Title

	1	  	Zhou Lun	  	Beijing Xuanji	  	President of Business Department
	2	  	Sun Hui	  	Beijing Xuanji	  	Project Delivery Director
	3	  	He Li	  	Beijing Xuanji	  	Project Manager
	4	  	Wang Xiaoli	  	Beijing Xuanji	  	Senior Development Engineer
	5	  	Li Xingle	  	Beijing Xuanji	  	Software Development Engineer
	6	  	Qian Jizhi	  	Beijing Xuanji	  	Test Manager
	7	  	Zhang Chen	  	Beijing Xuanji	  	Senior Product Manager
	8	  	Song Zhijian	  	Beijing Xuanji	  	Software Development Engineer
	9	  	Wang Yang	  	Beijing Xuanji	  	Software Development Engineer
	10	  	Guo Haolei	  	Beijing Xuanji	  	Software Development Engineer
	11	  	Wang Yu	  	Beijing Xuanji	  	Test Engineer
	12	  	Liu Hongbin	  	Beijing Xuanji	  	Post-Lending Management Expert
	13	  	Guo Yuping	  	Beijing Xuanji	  	Senior Test Engineer
	14	  	Luo Wentao	  	Beijing Xuanji	  	Project Manager
	15	  	Tian Mengyuan	  	Shanghai Xuanji	  	Credit Strategy Analyst
	16	  	Wang Bowen	  	Shanghai Xuanji	  	Credit Strategy Analyst


  
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 Appendix 2 
  





 

  
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