EX-10.15

EX-10 7 filename7.htm EX-10.15

Exhibit 10.15

(1) Letter of Commitment

To: Puxin Limited (“Cayman Company”)

Purong (Beijing) Information Technology Co., Ltd. (“WFOE”)

Whereas:

1. Tianjin Puxian Education Technology Limited Partnership (hereinafter referred to as “Tianjin Puxian”) is a shareholder of Puxin Education Technology Group Co., Led (hereinafter referred to as the “domestic company”), with legal ownership of the equity of the domestic company.

2. All the partners of Tianjin Puxian are listed as follows:


No.	Name	Type of partner
(1)	Li Gang	General partner
(2)	Song Wenjing	Limited partner
(3)	Zhang Hongwei	Limited partner
(4)	Dong Zhi	Limited partner
(5)	Tan Chunxiang	Limited partner
(6)	Yang Hao	Limited partner
(7)	Luo Ke	Limited partner
(8)	Bai Liping	Limited partner
(9)	Cheng Sheng	Limited partner
(10)	Kang Yiwen	Limited partner
(11)	Guo Wei	Limited partner
(12)	Lai Han	Limited partner
(13)	Li Hong	Limited partner
(14)	Li Shiwei	Limited partner
(15)	Tian yang	Limited partner
(16)	Zhang Ping	Limited partner
(17)	Zhao Xiaolin	Limited partner
(18)	Zhao Yuanyuan	Limited partner
(19)	Zhou Rong	Limited partner


No.	Name	Type of partner
(20)	Zhuang Zhong	Limited partner
(21)	Liu Ning	Limited partner
(22)	Liu Xinxin	Limited partner
(23)	Zeng Hua	Limited partner
(24)	Chen Yedong	Limited partner
(25)	Li Hongqiao	Limited partner
(26)	Zhang Han	Limited partner
(27)	Yan Bingxiang	Limited partner

(The abovementioned 27 parties are collectively referred to as “Partners”)

3. The aforesaid partners have known and agreed that Tianjin Puxian preferably pledges all the equity held by it of the domestic company to WFOE (“equity pledge”), so as to guarantee the fulfilment of a series of structural contracts (see “Appendix I” of this Letter of Commitment) among Tianjin Puxian, the domestic company and WFOE.

In order to guarantee the effectiveness of preference and stable implementation of the structural contracts and equity pledge, the aforesaid partners hereby irrevocably undertake that:

As of the date of issuing this Letter of Commitment, unless with the written consent of WFOE and Cayman Company, the aforesaid partners shall not, at present and in the future, set pledges, selling or disposals, guarantee right of other third parties, or right of priority of other third parties, or other disposals or transactions with the same economic results, which may affect the effectiveness of preference of equity pledge and the stable implementation of the structural contracts, with the property share held by them of Tianjin Puxian. In case of violation of this Letter of Commitment, the aforesaid partners shall assume liabilities of breach for the domestic company, WFOE and Cayman Company, and shall compensate the domestic company, WFOE and Cayman Company for all of their losses and damages.

Unless with the written consent of WFOE and the domestic company, the aforesaid partners shall not, during the period of indirectly holding the equity of the domestic company and for the sake of the their own interest and the interests of others, directly or indirectly engage in, own, invest in, participate in or operate any businesses or activities (“competitive businesses”) that compete or may compete with the domestic company and its subsidiaries, or utilize any information obtained from the domestic company and its subsidiaries to engage in competitive businesses, or obtain any interests from any competitive businesses. If the aforesaid partners directly or indirectly engage in, own, invest in, participate in or operate any competitive businesses, then WFOE or the entities designated by WFOE shall have the right to ask for the signing of Exclusive Call Option Agreement, Exclusive Management Services and Business Cooperation Agreement, Equity Pledge Agreement, Power of Attorney and any other legal documents permitted or required by Chinese laws with the aforesaid entities engaging in competitive businesses, so as to form relations of control upon agreement with the aforesaid entities engaging in competitive businesses.

The aforesaid partners further undertake that they will urge Tianjin Puxian to fulfil the aforesaid undertakings.

This Letter of Commitment shall be governed by and interpreted under the laws of the People’s Republic of China.

(The remainder of this page is deliberately left blank)

(This page is the signature page of Letter of Commitment)

Promisors:


Li Gang		Signature: /s/ Li Gang

Song Wenjing		Signature: /s/ Song Wenjing

Zhang Hongwei		Signature: /s/ Zhang Hongwei

Dong Zhi		Signature: /s/ Dong Zhi

Tan Chunxiang		Signature: /s/ Tan Chunxiang

Yang Hao		Signature: /s/ Yang Hao

Luo Ke		Signature: /s/ Luo Ke

Bai Liping		Signature: /s/ Bai Liping

Cheng Sheng		Signature: /s/ Cheng Sheng

Kang Yiwen		Signature: /s/ Kang Yiwen

Guo Wei		Signature: /s/ Guo Wei

Lai Han		Signature: /s/ Lai Han

Li Hong		Signature: /s/ Li Hong

Li Shiwei		Signature: /s/ Li Shiwei



Tian Yang		Signature: /s/ Tian Yang

Zhang Ping		Signature: /s/ Zhang Ping

Zhao Xiaolin		Signature: /s/ Zhao Xiaolin

Zhao Yuanyuan		Signature: /s/ Zhao Yuanyuan

Zhou Rong		Signature: /s/ Zhou Rong

Zhuang Zhong		Signature: /s/ Zhuang Zhong

Liu Ning		Signature: /s/ Liu Ning

Liu Xinxin		Signature: /s/ Liu Xinxin

Zeng Hua		Signature: /s/ Zeng Hua

Chen Yedong		Signature: /s/ Chen Yedong

Li Hongqiao		Signature: /s/ Li Hongqiao

Zhang Han		Signature: /s/ Zhang Han

Yan Bingxiang		Signature: /s/ Yan Bingxiang

Date: February 25, 2018

Appendix I Structural Contracts

The Exclusive Call Option Agreement signed by Purong (Beijing) Information Technology Co., Ltd., Sha Yunlong, Xiao Yun, Gao Liang, Li Gang, Tianjin Puxian, Ningbo Meishan Bonded Port Area Zhimei Phase V Equity Investment Limited Partnership, Shanghai Trustbridge Investment Management Co., Ltd, Ltd. and the domestic company on February 25, 2018.

The Exclusive Management Services and Business Cooperation Agreement signed by Purong (Beijing) Information Technology Co., Ltd., Sha Yunlong, Xiao Yun, Gao Liang, Li Gang, Tianjin Puxian, Ningbo Meishan Bonded Port Area Zhimei Phase V Equity Investment Limited Partnership, Shanghai Trustbridge Investment Management Co., Ltd. and the domestic company on February 25, 2018.

The Equity Pledge Agreement signed by Purong (Beijing) Information Technology Co., Ltd., Sha Yunlong, Xiao Yun, Gao Liang, Li Gang, Tianjin Puxian, Ningbo Meishan Bonded Port Area Zhimei Phase V Equity Investment Limited Partnership, Shanghai Trustbridge Investment Management Co., Ltd. and the domestic company on February 25, 2018.

4.	The Power of Attorney issued by Tianjin Puxian on February 25, 2018.

5.	The Borrowing Agreement signed by Purong (Beijing) Information Technology Co., Ltd. and Ningbo Meishan Bonded Port Area Zhimei Phase V Equity Investment Limited Partnership on February 5, 2018.

Letter of Commitment

To:	Puxin Limited (“Cayman Company”)

Purong (Beijing) Information Technology Co., Ltd. (“WFOE”)

Whereas:

1.	Ningbo Meishan Bonded Port Area Zhimei Phase V Equity Investment Limited Partnership (hereinafter referred to as “Ningbo Zhimei”) holds 3.6335% equity of Puxin Education Technology Group Co., Ltd (hereinafter referred to as the “domestic company”):

2.	The property share proportions of Ningbo Zhimei held by all the partners of Ningbo Zhimei are listed as follows:


No.	Name	Type of partner	Property share proportion of limited partnership enterprise
(1)	Li Shujun	Limited partner		96.67%
(2)	Wu Zhiguang	General partner		3.33%

((1) - (2) above are collectively referred to as “Partners”)

The aforesaid partners have acknowledged and agreed that Ningbo Zhimei preferably pledges the 3.6335% equity of the domestic company it holds to WFOE (“equity pledge”) for the guarantee of the fulfilment of a series of structural contracts among Ningbo Zhimei, the domestic company and WFOE (See “Appendix I” to this Letter of Commitment).

In order to guarantee the effectiveness of preference and stable implementation of the structural contracts and equity pledge, the aforesaid partners hereby irrevocably undertake as follows:

As of the date of issuing this Letter of Commitment, unless with the prior written consent of WFOE and Cayman Company, the aforesaid partners shall not, at present and in the future, set pledges, selling or disposals, guarantee right of other third parties, or right of priority of other third parties, or other disposals or transactions with the same economic results, which may affect the effectiveness of preference of the Equity Pledge and the stable implementation of the structural contracts, with the property share of Ningbo Zhimei held by them. In case of violation of this Letter of Commitment, the aforesaid partners shall assume liabilities of breach for the domestic company, WFOE and Cayman Company, and shall compensate the domestic company, WFOE and Cayman Company for all of their losses and damages.

The aforesaid partners further undertake that they will urge Ningbo Zhimei to fulfil the aforesaid undertakings.

This Letter of Commitment shall be governed by and interpreted under the laws of the People’s Republic of China.

(The remainder of this page is deliberately left blank)

(This page is the signature page of this Letter of Commitment)

Promisors:


Li Shujun		Signature: /s/ Li Shujun

Wu Zhiguang		Signature: /s/ Wu Zhiguang

Date: February 25, 2018

Appendix I Structural Contracts

The Exclusive Call Option Agreement signed by Purong (Beijing) Information Technology Co., Ltd., Sha Yunlong, Xiao Yun, Gao Liang, Li Gang, Tianjin Puxian Education and Technology Limited Partnership, Ningbo Zhimei, Shanghai Trustbridge Investment Management Co., Ltd. and the domestic company on February 25, 2018.

The Exclusive Management Service and Business Cooperation Agreement signed by Purong (Beijing) Information Technology Co., Ltd., Sha Yunlong, Xiao Yun, Gao Liang, Li Gang, Tianjin Puxian Education and Technology Limited Partnership, Ningbo Zhimei, Shanghai Trustbridge Investment Management Co., Ltd. and the domestic company on February 25, 2018.

The Equity Pledge Agreement signed by Purong (Beijing) Information Technology Co., Ltd., Sha Yunlong, Xiao Yun, Gao Liang, Li Gang, Tianjin Puxian Education and Technology Limited Partnership, Ningbo Zhimei, Shanghai Trustbridge Investment Management Co., Ltd. and the domestic company on February 25, 2018.

4.	The Power of Attorney issued by Ningbo Zhimei on February 25, 2018.

5.	The Borrowing Agreement signed by Purong (Beijing) Information Technology Co., Ltd. and Ningbo Zhimei on February 5, 2018.

Letter of Commitment

To:	Puxin Limited (“Cayman Company”)

Purong (Beijing) Information Technology Co., Ltd. (“WFOE”)

Whereas:

1.	Shanghai Trustbridge Investment Management Co., Ltd (hereinafter referred to as “Shanghai Trustbridge”) holds 3.6335% equity of Puxin Education Technology Group Co. Ltd (hereinafter referred to as the “domestic company”):

2.	The equity of Shanghai Trustbridge held by all the shareholders of Shanghai Trustbridge are listed as follows:


No.	Name	Equity proportion
(1)	Li Shujun		99.9%
(2)	Fan Chunling		0.1%

((1) - (2) above are collectively referred to as “Shareholders”)

The aforesaid Shareholders have acknowledged and agreed that Shanghai Trustbridge preferably pledges the 3.6335% equity of the domestic company it holds to WFOE (“equity pledge”) for the guarantee of the fulfilment of a series of structural contracts among Shanghai Trustbridge, the domestic company and WFOE (See “Appendix I” to this Letter of Commitment).

In order to guarantee the effectiveness of preference and stable implementation of the structural contracts and equity pledge, the aforesaid Shareholders hereby irrevocably undertake as follows:

As of the date of issuing this Letter of Commitment, unless with the prior written consent of WFOE and Cayman Company, the aforesaid Shareholders shall not, at present and in the future, set pledges, selling or disposals, guarantee right of other third parties, or right of priority of other third parties, or other disposals or transactions with the same economic results, which may affect the effectiveness of preference of the Equity Pledge and the stable implementation of the structural contracts, with the equity of Shanghai Trustbridge held by them. In case of violation of this Letter of Commitment, the aforesaid Shareholders shall assume liabilities of breach for the domestic company, WFOE and Cayman Company, and shall compensate the domestic company, WFOE and Cayman Company for all of their losses and damages.

The aforesaid Shareholders further undertake that they will urge Shanghai Trustbridge to fulfil the aforesaid undertakings.

This Letter of Commitment shall be governed by and interpreted under the laws of the People’s Republic of China.

(The remainder of this page is deliberately left blank)

(This page is the signature page of this Letter of Commitment)

Promisors:


Li Shujun		Signature: /s/ Li Shujun

Fan Chunling		Signature: /s/ Fan Chunling

Date: February 25, 2018

Appendix I Structural Contracts

The Exclusive Call Option Agreement signed by Purong (Beijing) Information Technology Co., Ltd., Sha Yunlong, Xiao Yun, Gao Liang, Li Gang, Tianjin Puxian Education and Technology Limited Partnership, Shanghai Trustbridge, Ningbo Meishan Bonded Port Area Zhimei Phase V Equity Investment Limited Partnership and the domestic company on February 25, 2018.

The Exclusive Management Service and Business Cooperation Agreement signed by Purong (Beijing) Information Technology Co., Ltd., Sha Yunlong, Xiao Yun, Gao Liang, Li Gang, Tianjin Puxian Education and Technology Limited Partnership, Shanghai Trustbridge, Ningbo Meishan Bonded Port Area Zhimei Phase V Equity Investment Limited Partnership and the domestic company on February 25, 2018.

The Equity Pledge Agreement signed by Purong (Beijing) Information Technology Co., Ltd., Sha Yunlong, Xiao Yun, Gao Liang, Li Gang, Tianjin Puxian Education and Technology Limited Partnership, Shanghai Trustbridge, Ningbo Meishan Bonded Port Area Zhimei Phase V Equity Investment Limited Partnership and the domestic company on February 25, 2018.

4.	The Power of Attorney issued by Shanghai Trustbridge on February 25, 2018.

5.	The Borrowing Agreement signed by Purong (Beijing) Information Technology Co., Ltd. and Ningbo Meishan Bonded Port Area Zhimei Phase V Equity Investment Limited Partnership on February 5, 2018.