Browse EX-10 agreements

May 16, 2023

To: Hangzhou Souche Network Technology Co., Ltd. (the “VIE Entity”)

To Whom It May Concern:

To ensure the VIE Entity’s operational cash requirements are met and to offset any losses incurred during its operations, the undersigned, DSC Holdings Ltd. (the “Company”), in consideration of the benefits to the Company accruing from the VIE Entity, hereby undertakes to provide unlimited financial support to the VIE Entity, as necessary and to the extent permissible under the applicable laws and regulations, regardless of whether any such operational loss is actually incurred. The form of such financial support shall include, but are not limited to, cash transfer, entrusted loans, and borrowings. The Company will not request repayment of such loans or borrowings if the VIE Entity or its shareholders do not have sufficient funds to repay such loans or borrowings.

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Exhibit 10.19

“[*****]” DENOTES PLACES WHERE CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL, AND (II) IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL.

Spousal Undertaking

To: The Board of Directors of DSC Holdings Ltd. (the “Company”)

CC: CheYiPai (Beijing) Automotive Technology Service Co., Ltd. (“WFOE”)

The undersigned, Anlun Chen, with PRC Identification Card number [*****], is the lawful spouse of Liyu Zhang.

I am aware that: (i) Liyu Zhang holds an aggregate 8% equity interest in Peak Technology Technology Co., Ltd. (“Peak Technology”); and (ii) Liyu Zhang entered into the Voting Proxy Agreement, the Exclusive Equity Interest Option Agreement and the Share Pledge Agreement with the WFOE and other shareholders of Peak Technology on June 7th, 2023 (the above-mentioned agreements and any subsequent written amendments, supplements or confirmations (if any) made by the parties thereto, collectively the “Relevant VIE Agreements”).

I hereby confirm and irrevocably undertake that:

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“[*****]” DENOTES PLACES WHERE CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL, AND (II) IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL.

Spousal Undertaking

To: The Board of Directors of DSC Holdings Ltd. (the “Company”)

CC: CheYiPai (Beijing) Automotive Technology Service Co., Ltd. (“WFOE”)

The undersigned, Qunqun Wei, with PRC Identification Card number [*****], is the lawful spouse of Junhong Yao.

I am aware that: (i) Junhong Yao holds an aggregate 92% equity interest in Beijing Peak Technology Co., Ltd. (“Peak Technology”); and (ii) Junhong Yao entered into the Voting Proxy Agreement, the Exclusive Equity Interest Option Agreement and the Share Pledge Agreement with the WFOE and other shareholders of Peak Technology on June 7th, 2023 (the above-mentioned agreements and any subsequent written amendments, supplements or confirmations (if any) made by the parties thereto, collectively the “Relevant VIE Agreements”).

I hereby confirm and irrevocably undertake that:

…

“[*****]” DENOTES PLACES WHERE CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL, AND (II) IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL.

Spousal Undertaking

To: The Board of Directors of DSC Holdings Ltd. (the “Company”)

CC: Hangzhou Dasouche Information Technology Service Co., Ltd. (“WFOE”)

The undersigned, Anlun Chen, with PRC Identification Card number [*****], is the lawful spouse of Liyu Zhang.

I am aware that: (i) Liyu Zhang holds an aggregate 8% equity interest in Hangzhou Souche Network Technology Co., Ltd. (“Hangzhou Souche Network”); and (ii) Liyu Zhang entered into the Voting Proxy Agreement, the Exclusive Equity Interest Option Agreement and the Share Pledge Agreement with the WFOE and other shareholders of Hangzhou Souche Network on May 16th, 2023 (the above-mentioned agreements and any subsequent written amendments, supplements or confirmations (if any) made by the parties thereto, collectively the “Relevant VIE Agreements”).

I hereby confirm and irrevocably undertake that:

…

“[*****]” DENOTES PLACES WHERE CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL, AND (II) IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL.

Spousal Undertaking

To: The Board of Directors of DSC Holdings Ltd. (the “Company”)

CC: Hangzhou Dasouche Information Technology Service Co., Ltd. (“WFOE”)

The undersigned, Qunqun Wei, with PRC Identification Card number [*****], is the lawful spouse of Junhong Yao.

I am aware that: (i) Junhong Yao holds an aggregate 92% equity interest in Hangzhou Souche Network Technology Co., Ltd. (“Hangzhou Souche Network”); and (ii) Junhong Yao entered into the Voting Proxy Agreement, the Exclusive Equity Interest Option Agreement and the Share Pledge Agreement with the WFOE and other shareholders of Hangzhou Souche Network on May 16th, 2023 (the above-mentioned agreements and any subsequent written amendments, supplements or confirmations (if any) made by the parties thereto, collectively the “Relevant VIE Agreements”).

I hereby confirm and irrevocably undertake that:

…

Individual Shareholder Undertaking

To: The Board of Directors of DSC Holdings Ltd. (the “Company”)

CC: CheYiPai (Beijing) Automotive Technology Service Co., Ltd. (“WFOE”)

I, Liyu Zhang, (i) am a shareholder of Beijing Peak Technology Co., Ltd. (“Peak Technology”), directly holding an aggregate 8% equity interest in Peak Technology; and (ii) entered into the Voting Proxy Agreement, the Exclusive Equity Interest Option Agreement and the Share Pledge Agreement with the WFOE and other shareholders of Peak Technology on June 7th, 2023 (the above-mentioned agreements and any subsequent written amendments, supplements or confirmations (if any) made by the parties thereto, collectively the “Relevant VIE Agreements”).

In order to promote and complete the listing of the Company’s equity, I hereby confirm and irrevocably undertake that:

	1.	Undertakings on death or other accidents

…

Individual Shareholder Undertaking

To: The Board of Directors of DSC Holdings Ltd. (the “Company”)

CC: CheYiPai (Beijing) Automotive Technology Service Co., Ltd. (“WFOE”)

I, Junhong Yao, (i) am a shareholder of Beijing Peak Technology Co., Ltd. (“Peak Technology”), directly holding an aggregate 92% equity interest in Peak Technology; and (ii) entered into the Voting Proxy Agreement, the Exclusive Equity Interest Option Agreement and the Share Pledge Agreement with the WFOE and other shareholders of Peak Technology on June 7th, 2023 (the above-mentioned agreements and any subsequent written amendments, supplements or confirmations (if any) made by the parties thereto, collectively the “Relevant VIE Agreements”).

In order to promote and complete the listing of the Company’s equity, I hereby confirm and irrevocably undertake that:

	1.	Undertakings on death or other accidents

…

Individual Shareholder Undertaking

To: The Board of Directors of DSC Holdings Ltd. (the “Company”)

CC: Hangzhou Dasouche Information Technology Service Co., Ltd. (“WFOE”)

I, Liyu Zhang, (i) am a shareholder of Hangzhou Souche Network Technology Co., Ltd. (“Hangzhou Souche Network”), directly holding an aggregate 8% equity interest in Hangzhou Souche Network; and (ii) entered into the Voting Proxy Agreement, the Exclusive Equity Interest Option Agreement and the Share Pledge Agreement with the WFOE and other shareholders of Hangzhou Souche Network on May 16th, 2023 (the above-mentioned agreements and any subsequent written amendments, supplements or confirmations (if any) made by the parties thereto, collectively the “Relevant VIE Agreements”).

In order to promote and complete the listing of the Company’s equity, I hereby confirm and irrevocably undertake that:

	1.	Undertakings on death or other accidents

…

Individual Shareholder Undertaking

To: The Board of Directors of DSC Holdings Ltd. (the “Company”)

CC: Hangzhou Dasouche Information Technology Service Co., Ltd. (“WFOE”)

I, Junhong Yao, (i) am a shareholder of Hangzhou Souche Network Technology Co., Ltd. (“Hangzhou Souche Network”), directly holding an aggregate 92% equity interest in Hangzhou Souche Network; and (ii) entered into the Voting Proxy Agreement, the Exclusive Equity Interest Option Agreement and the Share Pledge Agreement with the WFOE and other shareholders of Hangzhou Souche Network on May 16th, 2023 (the above- mentioned agreements and any subsequent written amendments, supplements or confirmations (if any) made by the parties thereto, collectively the “Relevant VIE Agreements”).

In order to promote and complete the listing of the Company’s equity, I hereby confirm and irrevocably undertake that:

	1.	Undertakings on death or other accidents

…

“[*****]” DENOTES PLACES WHERE CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL, AND (II) IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL.

Share Pledge Agreement

This Share Pledge Agreement (this “Agreement”) has been executed by and among the following Parties on June 7th, 2023 in Beijing:

CheYiPai (Beijing) Automotive Technology Service Co., Ltd., a limited liability company organized and existing under the laws of PRC, with its address at 3F-512, 3rd floor, Daxing Subway Line Biomedicine Base Station, Daxing District, Beijing(“Pledgee”). The equity interests of Pledgee is ultimately beneficially held by DSC Holdings Ltd. (“Ultimate Controlling Shareholder”), an exempted company with limited liabilities in the Cayman Islands, as to 100%.

Junhong Yao, a Chinese citizen, ID card number is [*****].

Liyu Zhang**,** a Chinese citizen, ID card number is [*****].

(Junhong Yao and Liyu Zhang, collectively as the “Shareholders” or “Pledgors”.)

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“[*****]” DENOTES PLACES WHERE CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL, AND (II) IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL.

Share Pledge Agreement

This Share Pledge Agreement (this “Agreement”) has been executed by and among the following Parties on May 16th, 2023 in Beijing:

Hangzhou Dasouche Information Technology Service Co., Ltd., a limited liability company organized and existing under the laws of PRC, with its address at Room 910, Building 3, No. 165, Wuchang Avenue, Wuchang Street, Yuhang District, Hangzhou, Zhejiang Province(“Pledgee”). The equity interests of Pledgee is ultimately beneficially held by DSC Holdings Ltd. (“Ultimate Controlling Shareholder”), an exempted company with limited liabilities in the Cayman Islands, as to 100%.

Junhong Yao, a Chinese citizen, ID card number is [*****].

Liyu Zhang**,** a Chinese citizen, ID card number is [*****].

(Junhong Yao and Liyu Zhang, collectively as the “Shareholders” or “Pledgors”.)

…

“[*****]” DENOTES PLACES WHERE CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL, AND (II) IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL.

Voting Proxy Agreement

This Voting Proxy Agreement (this “Agreement”) is executed by and among the following Parties as of June 7th, 2023 in Beijing, the People’s Republic of China (“PRC”):

CheYiPai (Beijing) Automotive Technology Service Co., Ltd., a limited liability company organized and existing under the laws of PRC, with its address at 3F-512, 3rd floor, Daxing Subway Line Biomedicine Base Station, Daxing District, Beijing (“Party A”). The equity interests of Party A is ultimately beneficially held by DSC Holdings Ltd. (“Ultimate Controlling Shareholder”), an exempted company with limited liabilities in the Cayman Islands, as to 100%.

Junhong Yao, a Chinese citizen, ID card number is [*****].

Liyu Zhang**,** a Chinese citizen, ID card number is [*****]

(Junhong Yao and Liyu Zhang, collectively as the “Shareholders” or “Principals”.)

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