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Form 6-K Powerbridge Technologies For: May 18

May 18, 2021 5:07 PM EDT

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 6-K

 

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of May 2021

 

Commission File Number: 001-38851

 

POWERBRIDGE TECHNOLOGIES CO., LTD.

(Translation of Registrant's name into English)

 

1st Floor, Building D2, Southern Software Park

Tangjia Bay, Zhuhai, Guangdong 519080, China

Tel: +86-756-339-5666

(Address of Principal Executive Office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F Form 40-F

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

 

 

 

 

 

CONTENTS

 

Supplemental Agreement to Leasing Agreement by and Between Honghao and Kezhi

 

As previously reported on the Current Report on Form 6-K of Powerbridge Technologies Co., Ltd. (the “Company”) filed on October 6, 2020, Shenzhen Honghao Internet Technology Co. Ltd. (“Honghao”), a wholly-owned subsidiary of the Company, entered into a leasing agreement (the “Original Leasing Agreement”) with Shenzhen Kezhi Technology Co., Ltd. (“Kezhi”), a company incorporated under the PRC laws, pursuant to which, Kezhi agreed to transfer the right to operate and publish advertisements at certain advertising space it leased or controlled in certain shopping centers in Shenzhen, Guangdong, to Honghao. As previously reported on the Current Report on Form 6-K of the Company on November 25, 2020, Honghao and Kezhi entered into the first supplemental agreement to the Original Leasing Agreement (the “First Supplemental Agreement”).

 

Since February 2021, the Company found delivery of the outdoor advertising space could not be made as scheduled pursuant to the First Supplemental Agreement. Therefore, the management does not expect our proposed outdoor advertisement business will be launched as previously planned. The Company entered into a second supplemental agreement to the Original Leasing Agreement and Supplemental Agreement (the “March Supplemental Agreement”) on March 30, 2021. Pursuant to the March Supplemental Agreement, the Company converted the paid leasing fees and contract bonds as a loan to Kezhi, with 5% annual interest rate, and the Company would not acquire the management rights and advertising publishing rights under the First Supplemental Agreement and the Original Agreement. The term of the loan was six years. On May 12, 2021, the Company entered into a void confirmation agreement with Kezhi, pursuant to which both parties agreed to void the March Supplemental Agreement. On May 17, 2021, Guangdong Huafa Law Firm (the “PRC Legal Counsel”) issued a legal opinion regarding the legal effect of the March Supplement Agreement and the void confirmation agreement. The PRC Legal Counsel confirmed that the parties’ rights and obligations under the March Agreement have been terminated upon the effectiveness of the void confirmation agreement.

 

On May 12, 2021, the Company entered into a new second supplemental agreement to the Original Leasing Agreement (the “Second Supplemental Agreement”) with Kezhi. Pursuant to the Second Supplemental Agreement, the Company will have no management rights and advertising publishing rights over the outdoor advertisement space and extended the paid leasing fees and contract bonds in aggregated of $68,095,019 as a secured working capital support to Kezhi with expected annual returns over six years and coupon interest rate of 5% (the “Secured Working Capital”). Additionally, Kezhi agreed to use the Secured Working Capital in its outdoor advertisement business and other investment activities agreed by us. Under the Second Supplemental Agreement, Kezhi guaranteed that it would fulfill its obligation of return of the Secured Working Capital, including the coupon interest payment, through its own business and business with Nanjing Jinjiahu Culture Media Co., Ltd (“Nanjing Jinjiahu”) and Guangzhou Hongtan Commercial Real Estate Investment Partnership (limited partnership) (“Guangzhou Hongtan”) in the next six years. Furthermore, if Kezhi, Nanjing Jinjiahu, and Guangzhou Hongtan can meet the milestones for asset value increase, we shall have the right of first refusal to acquire the three companies at a purchase price based on an independent valuation report.

 

On May 16, 2021, the Company entered into a third supplemental agreement to the Original Leasing Agreement with Kezhi (the “Third Supplemental Agreement”), pursuant to which the Secured Working Capital will not be used in Kezhi’s business nor its business with Nanjing Jinjiahu and Guangzhou Hongtan. The Secured Working Capital shall be returned in two years. Under the Third Supplemental Agreement, in the event that Kezhi fails to return the Secured Working Capital as scheduled, Shenzhen Qinghaihuai Construction Material Co., Ltd. will provide guarantee over the return of the working capital for Kezhi. The Company also canceled the mortgage of Huanghua pear assets mortgage provided by Kezhi under the Third Supplemental Agreement.

 

Unofficial English translations of the March Supplemental Agreement, void confirmation, the Second Supplemental Agreement, and the Third Supplemental Agreement are filed as Exhibit 10.1, 10.2, 10.3, and 10.4 to this Report on Form 6-K and such document is incorporated herein by reference. The foregoing is only a brief description of the material terms of the Supplemental Agreement, and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to such exhibit.

 

Exhibits

 

10.1   Unofficial English Translation of the Supplemental Agreement to the Leasing Agreement dated March 30, 2021 by and between Shenzhen Honghao Internet Technology Co. Ltd. and Shenzhen Kezhi Technology Co., Ltd.
     
10.2   Unofficial English Translation of the Void Confirmation for the Supplemental Agreement by and between Shenzhen Honghao Internet Technology Co. Ltd. and Shenzhen Kezhi Technology Co., Ltd.
     
10.3   Unofficial English Translation of the Second Supplemental Agreement to the Leasing Agreement dated May 12, 2021 by and between Shenzhen Honghao Internet Technology Co. Ltd. and Shenzhen Kezhi Technology Co., Ltd.
     
10.4   Unofficial English Translation of the Third Supplemental Agreement to the Leasing Agreement dated May 16, 2021 by and between Shenzhen Honghao Internet Technology Co. Ltd. and Shenzhen Kezhi Technology Co., Ltd.

 

1

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: May 18, 2021

 

 
POWERBRIDGE TECHNOLOGIES CO., LTD.
     
  By: /s/ Stewart Lor
   

Stewart Lor
Chief Financial Officer

   

 

 

2

 

 

Exhibit 10.1

 

Second Supplemental Agreement for Advertising Space Leasing Agreement

(“Second Supplemental Agreement”)

 

Party A (Lessor): Shenzhen Kezhi Technology Co., Ltd.(“Kezhi”)

 

Number of Business License: 91440300MA5G10WT71

 

Party B (Lessee): Shenzhen Honghao Internet Technology Co. Ltd. (“Honghao”)

 

Number of Business License: 91440300MA5GANXX8H

 

All terms in this agreement, unless otherwise stated, its definition is the same as the definition in the Advertising Space Leasing Agreement executed by both parties on September 25, 2020.

 

Whereas:

 

1.Party A and Party B entered into an Advertising Space Leasing Agreement (“Original Agreement”) on September 25, 2020, and entered into a Supplemental Agreement for Advertising Space Leasing Agreement (“First Supplemental Agreement”) on November 20, 2020.

 

2.Party A and Party B confirm that the total amount of RMB¥440,000,000 has been paid to Party A’s bank account by bank transfer, and details are as follows:

 

(1)Leasing fee: RMB¥430,000,000 as the first installment of 20-year buyout rents for advertising space management rights and advertising publishing rights;

 

(2)Contract bonds: RMB¥10,000,000 as the contract bonds of the Original Agreement.

 

3.Affected by factors such as COVID-19, Party A and Party B intend to adjust the media business operation strategy under the Original Agreement and First Supplemental Agreement. To ensure Party B’s business operating results, starting from the execution date of this Second Supplemental Agreement, Party A and Party B no longer involve the transfer of advertising space management rights and advertising publishing rights, and further decide to transfer the above-mentioned leasing fees to loans.

 

To this end, Party A and Party B signed this Second Supplemental Agreement on March 30, 2021, through friendly negotiation.

 

(1) The leasing fee RMB¥440,000,000 paid by Party B pursuant to the Original Contract and the First Supplemental Agreement is hereby transferred to the loan made by Party B to Party A (the “Loan”). The period of Loan is six years, starting from the effective date of this Second Supplemental Agreement. Party A can repay the Loan in advance, but Party A shall notify Party B in writing five business days in advance.

 

 

(2) The annual interest rate for the Loan is five percent (5%). In the event that Party A repays the Loan on the day following the expiration of the loan period, Party A shall repay the principal and interest in the total amount RMB¥572,000,000. In the event that Party A repays the Loan in advance, the interest payable by the Party A shall be calculated by the principal of Loan and actual loan period.

 

(3) In the event that Party A fails to repay the principal and interest of the Loan, starting from the overdue date, the overdue payment interest shall be six percent (6%) per annum.

 

(4) Party A shall invest the Loan in three sectors, outdoor media, digital media, and real estate investment. Party A promises and guarantees that through its own business and resources, Party A will generate profits no less than RMB¥96,000,000 or equivalent assets value per year for Party B during the period of the Loan, which means that Party A shall generate profits no less than RMB¥572,000,000 or equivalent assets value during the period of the Loan. The value of equivalent assets shall be evaluated and determined by a legally qualified third-party asset appraisal company.

 

(5) In order for Party A to repay the Loan to Party B in accordance with this Second Supplemental Agreement and fulfill its commitment in Article 4, Party A promises that Nanjing Jinjiahu Culture Media Co., Ltd (“Nanjing Jinjiahu”) will generate no less than RMB¥30,000,000 profits or equivalent assets value each year for Party B pursuant to Party A’s contract with Nanjing Jinjiahu; Guangzhou Hongtan Commercial Real Estate Investment Partnership (limited partnership) (“Guangzhou Hongtan”) will generate no less than RMB¥48,000,000 profits or equivalent assets value each year for Party B through Party A’s contract with Guangzhou Hongtan; Party A will generate no less than RMB¥18,000,000 profits or equivalent assets value each year for Party B through Party A’s outdoor advertising business with Shenzhen Lianfake Network Technology Co., Ltd. For the payment batch, please refer to Attachment 4: Honghao payment batch.

 

(6) If the profits generated by Party B, Nanjing Jinjiahu and Guangzhou Hongtan can meet the promised standard for two consecutive years, the three companies (Kezhi, Nanjing Jinjiahu and Guangzhou Hongtan) agree to be acquired by Party B at a price-to-earnings ratio of 10 times, and the valuation of the targets shall be at least RMB¥960,000,000. The assets value of the acquisition shall be evaluated and determined by a legally qualified third-party asset appraisal company.

 

(7) Party A shall mortgage its own Huanghua pear assets worth RMB¥475,630,000 to Party B as a guarantee for repayment of the principal and interest of the Loan. The valuation report and mortgage agreement are attached hereto.

 

(8) In the event that Party A fails to enable Party B to receive a profit of more than RMB¥572,000,000 or equivalent asset value or company value before the expiration of the Loan period, Party A shall make up to Party B the remaining sum of Loan in cash, including principal and interest stipulated in Article 2 of this Second Supplemental Agreement.

 

(9) This Second Supplemental Agreement will take effect upon Party A and Party B have stamped it, and is binding to both parties. After this supplemental agreement becomes effective, it will become an integral part of the Original Agreement. In the event that the Original Agreement and the First Supplemental Agreement conflict with this Second Supplemental Agreement, this Second Supplemental Agreement shall prevail.

 

(10) In the event of a dispute arising from the execution and performance of this supplemental agreement, both parties shall resolve the dispute according to the dispute resolution mechanism set forth in the Original Agreement.

 

4.ThisSecond Supplemental Agreement is made in two original copies and held by Party A and Party B.

 

[The Remainder of this page is intentionally left blank and stamp pages follow]

 

2

 

Party A: Shenzhen Kezhi Technology Co., Ltd. (Stamp)

 

Party B: Shenzhen Honghao Internet Technology Co. Ltd. (Stamp)

 

Date: March 30, 2021

 

 

3

 

 

Exhibit 10.2

 

Void Confirmation of Second Supplemental Agreement for Advertising Space Leasing Agreement

 

Party A (Lessor): Shenzhen Kezhi Technology Co., Ltd.(“Kezhi”)

 

Number of Business License: 91440300MA5G10WT71

 

Party B (Lessee): Shenzhen Honghao Internet Technology Co. Ltd. (“Honghao”)

 

Number of Business License: 91440300MA5GANXX8H

 

Regarding the Second Supplemental Agreement for Advertising Space Leasing Agreement attached hereto(“Second Supplemental Agreement”) executed by Party A and Party B on March 30, 2021, both parties hereby reach an agreement that the Second Supplemental Agreement is void, and it is not binding on both parties from the beginning of the execution. Neither party may claim any rights to the other party in relation to the Second Supplemental Agreement.

 

Party A and Party B further confirm that, once the Second Supplemental Agreement is void, both parties will re-execute a Second Supplemental Agreement for Advertising Space Leasing Agreement to replace the original Second Supplemental Agreement.

 

This Void Confirmation is made in two original copies and held by Party A and Party B.

 

Party A: Shenzhen Kezhi Technology Co., Ltd. (Stamp)

 

Party B: Shenzhen Honghao Internet Technology Co. Ltd. (Stamp)

 

Date: May 12, 2021

 

Exhibit 10.3

 

Second Supplemental Agreement for Advertising Space Leasing Agreement

(“Second Supplemental Agreement”)

 

Party A (Lessor): Shenzhen Kezhi Technology Co., Ltd.(“Kezhi”)

 

Number of Business License: 91440300MA5G10WT71

 

Party B (Lessee): Shenzhen Honghao Internet Technology Co. Ltd. (“Honghao”)

 

Number of Business License: 91440300MA5GANXX8H

 

All terms in this agreement, unless otherwise stated, its definition is the same as the definition in the Advertising Space Leasing Agreement executed by both parties on September 25, 2020.

 

Whereas:

 

1. Party A and Party B entered into an Advertising Space Leasing Agreement (“Original Agreement”) on September 25, 2020, and entered into a Supplemental Agreement for Advertising Space Leasing Agreement (“First Supplemental Agreement”) on November 20, 2020.

 

2. Party A and Party B confirm that the total amount of RMB¥444,320,000 has been paid to Party A’s bank account by bank transfer, and details are as follows:

 

(1) Leasing fee: RMB¥434,320,000 as the first installment of 20-year buyout rents for advertising space management rights and advertising publishing rights;

 

(2) Contract bonds: RMB¥10,000,000 as the contract bonds of the Original Agreement.

 

3. Affected by factors such as COVID-19, Party A and Party B intend to adjust the media business operation strategy under the Original Agreement and First Supplemental Agreement. To ensure Party B’s business operating results, starting from the execution date of this Second Supplemental Agreement, Party A and Party B no longer involve the transfer of advertising space management rights and advertising publishing rights, and further decide to transfer the above-mentioned paid leasing fees as the working capital of Party A.

 

To this end, Party A and Party B signed this Second Supplemental Agreement on May 12, 2021, through friendly negotiation.

 

(1) The leasing fee RMB¥440,320,000 paid by Party B pursuant to the Original Contract and the First Supplemental Agreement is hereby transferred to the working capital of Party A (the “Dedicated Fund”). The use period of the Dedicated Fund is six years, starting from the effective date of this Second Supplemental Agreement. During the use period of the Dedicated Fund, Party A shall use the Dedicated Fund for the purposes and usages as stipulated in the Article 5 of this Second Supplemental Agreement to ensure that Party B can receive equivalent assets value.

 

(2) Party B may repay the Dedicated Fund in advance, but Party A shall notify Party B in writing five business days in advance and shall not affect the promise and guarantee made by Party A under the Article 6 of this Second Supplemental Agreement. In the event that Party A violates the provision of this Second Supplemental Agreement, Party B shall have the right to request Party A to return the principal and occupation fees of such working capital by notifying Party B in writing with five business days in advance.

 

 

 

(3) Party A agrees and confirms that, during the period of the Dedicated Funds, Party A shall pay Party B the occupation fees of non-operating funds occupied by Party A. The occupation fees of such non-operating funds occupied by Party A shall be calculated at five percent (5%) of the principal of the Dedicated Funds. In the event that Party A returns the Dedicated Funds on the day following the expiration date of the use period of the Dedicated Funds, Party A shall return the principal and the occupation fees of non-operating funds occupied by Party A in the total amount RMB¥577,616,000. If Party A returns all or part of the Dedicated Funds in advance, the occupation fee shall be calculated based on the principal of Dedicated Funds and actual occupied period.

 

(4) If Party A fails to return the principal of Dedicated Funds and pay the occupation fees, starting from the date of overdue, the interest on the overdue payment will be calculated at six percent (6%) per annum.

 

5. Party A shall invest the Dedicated Funds in three sectors, outdoor media, digital media, and real estate investment. Party A promises and guarantees that through its own business and resources, Party A will generate no less than RMB¥96,000,000 equivalent assets value per year for Party B during the use period of the Dedicated Funds, which means that Party A shall generate no less than RMB¥577,600,000 equivalent assets value during the use period of the Dedicated Funds. The value of equivalent assets shall be evaluated and determined by a legally qualified third-party asset appraisal company.

 

(6) In order for Party A to return the Dedicated Funds to Party B in accordance with this Second Supplemental Agreement and fulfill its commitment in Article 6, Party A promises that Nanjing Jinjiahu Culture Media Co., Ltd (“Nanjing Jinjiahu”) will generate no less than RMB¥30,000,000 equivalent assets value each year for Party B through Party A’s business cooperation with Nanjing Jinjiahu; Guangzhou Hongtan Commercial Real Estate Investment Partnership (limited partnership) (“Guangzhou Hongtan”) will generate no less than RMB¥48,000,000 equivalent assets value each year for Party B through Party A’s business cooperation with Guangzhou Hongtan; and Party A will generate no less than RMB¥18,000,000 equivalent assets value each year for Party B through Party A’s outdoor advertising business. For the payment batch, please refer to Attachment 1: Honghao return batch.

 

(7) If Party A, Nanjing Jinjiahu and Guangzhou Hongtan can meet the promised standard as above for two consecutive years, Party B shall have priority right to acquire the above three companies based on the price-to-earnings ratio evaluated and determined by a legally qualified third-party asset appraisal company. The valuation of the target companies shall be evaluated and determined by a legally qualified third-party asset appraisal company.

 

(8) Party A shall mortgage its own Huanghua pear assets worth RMB¥475,630,000 to Party B as a guarantee for return of the principal and occupation fees of the Dedicated Funds. The valuation report and mortgage agreement are attached hereto.

 

In the event that Party A fails to enable Party B to obtain RMB¥57,760,000 or more equivalent asset value or company value before the expiration of use period of the Dedicated Funds, Party A shall make up to Party B the remaining sum of Dedicated Funds, including principal and occupation fees of Dedicated Funds as stipulated in Article 1 of this Second Supplemental Agreement, by cash.

 

(10). This Second Supplemental Agreement will take effect upon Party A and Party B stamp it, and is binding to both parties. After this Second Supplemental Agreement becomes effective, it will become an integral part of the Original Agreement. In the event that the Original Agreement and the First Supplemental Agreement conflict with this Second Supplemental Agreement, this Second Supplemental Agreement shall prevail.

 

(11). In the event of a dispute arising from the execution and performance of this Second Supplemental Agreement, both parties shall resolve the dispute according to the dispute resolution mechanism set forth in the Original Agreement.

 

4.This Second Supplemental Agreement is made in two original copies and held by Party A and Party B.

 

[The Remainder of this page is intentionally left blank and stamp pages follow]

 

2

 

Party A: Shenzhen Kezhi Technology Co., Ltd. (Stamp)

 

Party B: Shenzhen Honghao Internet Technology Co. Ltd. (Stamp)

 

Date: May 12, 2021

 

3

 

Attachment 1: Honghao return batch

 

Return Payment (RMB¥million)

 

Project   2021Q3   2021Q4   2022Q1   2022Q2   2022Q3   2022Q4   2023Q1   2023Q2
Nanjing Jinjiahu       10   5   5   10   10   5   5
Guangzhou Hongtan   2   14   10   10   14   14   10   10
Party A outdoor advertising business       4.41   4.41   4.41   4.41   4.54   4.54   4.54

 

Project   2023Q3   2023Q4   2024Q1   2024Q2   2024Q3   2024Q4   2025Q1   2025Q2   2025Q3
Nanjing Jinjiahu   10   10   5   5   10   10   5   5   10
Guangzhou Hongtan   14   14   10   10   14   14   10   10   14
Party A outdoor advertising business   4.54   4.65   4.65   4.65   4.65   4.69   4.69   4.69   4.69

 

Project   2025Q4   2026Q1   2026Q2   2026Q3   2026Q4   2027Q1   2027Q2   2027Q3   Total
Nanjing Jinjiahu   10   5   5   10   10   10   10   5.60   185.6
Guangzhou Hongtan   14   14   14   14   14   13   11       288
Party A outdoor advertising business   4.63   2.19   4   4   4   4   4   4   104

 

RMB 577.6 million

 

 

4

 

 

Exhibit 10.4

 

the third Supplemental agreement TO advertising space lease contract

 

Party A (The Lessor): Shenzhen Kezhi Technology Co., Ltd.

Business license number: 91440300MA5G10WT71

Party B (Lessee): Shenzhen Honghao Hulian Technology Co., Ltd.

Business license number: 91440300MA5GANXX8H

All terms used in this Agreement, unless otherwise stated, have the same definitions as those in the Advertising Space Lease Contract signed between A and B on September 25, 2020 (the “Original Agreement”).

 

Whereas:

 

I. Party A and Party B have entered into the Second Supplementary Agreement to the Original Agreement (hereinafter referred to as the “Second Supplementary Agreement”) on May 12, 2021.

 

II. Pursuant to the Original Agreement and the Supplementary Agreement II, the leasing fee paid by Party B to Party A in RMB four hundred and forty thousand four million three hundred and twenty thousand yuan (RMB¥444,320,000) as working capital support to Party B (hereinafter referred to as “Dedicated Fund”), and the term of use of the Dedicated Fund was six years.

 

 

 

 

III. Party A shall invest the Dedicated Fund in the operation of outdoor media, digital media and real estate advertising platform. Party A promises and guarantees that, through its own business and resources, it will generate no less than RMB¥96 million or equivalent asset value to Party B every year during the use term of the Dedicated Fund. That is, during the term of use, Party B shall generate an equivalent asset value of no less than RMB¥577.6 million. The asset value shall be assessed and determined by a legally qualified third-party asset appraisal company.

 

IV. Pursuant to the Second Supplemental Agreement, In order to return the Dedicated Fund and meet its commitments under Article 6 of the Second Supplemental Agreement, Party A promises that, through its own business, and its business cooperation with Nanjing Jinjiahu Culture Media Co., Ltd. (hereinafter referred to as the “Nanjing Jinjiahu”) and Guangzhou Hongtan Commercial Real Estate Investment Partnership (Limited Partnership) (hereinafter referred to as “Guangzhou Hongtan”), Nanjing Jinjiahu will generate at least RMB30 million yuan of equivalent asset value for Party B and Guangzhou Hongtan will generate at least RMB¥48 million of equivalent asset value for Party B every year. Party A will generate at least RMB¥18 million yuan equivalent asset value for Party B every year through its outdoor advertising business.

 

2

 

 

1. Party A shall mortgage its own Huanghuali Assets worth RMB¥475,630,000 to Party B as a guarantee to repay the Dedicated Funds principal and occupancy fee. See the Attachment for Huanghuali Valuation Report and Mortgage Agreement.

 

Therefore, Party A and Party B, by amicable agreement, have entered this Third Supplemental Agreement to the Original Agreement (the “Third Supplemental Agreement”) on May 16, 2021.

 

I. Party B agrees and confirms that Party A shall cancel the business cooperation with Nanjing Jinjiahu and Guangzhou Hongtan, and shall not provide the working capital support for Nanjing Jinjiahu and Guangzhou Hongtan, nor shall Party B use the Dedicated Funds for its outdoor advertising business.

 

II. Party B requires Party A to promise and return RMB¥444,320,000 in cash or equivalent asset value within two years, and the fund occupancy expense shall be calculated at five percent (5%) of the principal of the Dedicated Funds, totally RMB¥488,752,000. Party A shall return RMB¥30,410,000 in cash or equivalent asset value in the first year and RMB¥458,342,000 in cash or equivalent asset value in the second year. The asset value shall be subject to the appraisal report issued by a legally-qualified independent third-party appraisal company.

 

3

 

 

III. Party A cancels the mortgage guarantee of Huanghuali Asset valuing RMB¥475,630,000, and with the agreement of both parties. The return of Dedicated Funds and its occupancy expense is guaranteed by Shenzhen Qinghaihuai Construction Material Company, which guarantees that Party A is able to return RMB¥488,752,000 in cash or equivalent asset value. See Attachment for the guarantee agreement.

 

This Third Supplemental Agreement shall come into force upon being sealed by Party A and Party B and shall be binding upon both parties. This Third Supplemental Agreement shall form an integral part of the Original Contract after it comes into force. In case of conflict with the Original Contract and Second Supplementary Agreement, this Third Supplemental Agreement shall prevail.

 

Any dispute arising from the execution and performance of this Third Supplemental Agreement shall be settled by both parties in accordance with the dispute settlement method agreed in the original Contract.

 

IV. This Third Supplemental Agreement is made in duplicate, with Party A and Party B executing one copy each.

 

- The following is the sealed page of both parties without text –

 

4

 

 

Party A: Shenzhen Kezhi Technology Co., Ltd. (Seal)

 

Party B: Shenzhen Honghao Internet Technology Co., Ltd. (Seal)

 

Date: May 16, 2021

 

 

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