What comes next for this: Contract No.: DDCX S DG KC 201812130044 Exhibit 10.5 Collaboration Agreement This Collaboration Agreement (hereinafter referred to as this "Agreement") is made and entered into by and between the following parties in Haidian District, Beijing. This Agreement may be executed in paper form offline or in electronic form through the Didi Chuxing Online Contracting Platform (website: https://Agreement.didichuxing.com/, hereinafter referred to as the "Contracting Platform"). The Agreement executed offline in paper form shall become effective upon the completion of the execution by both Parties (hereinafter referred to as the "Effective Date"); and the Agreement executed online in electronic form shall become effective upon the completion of the execution on the Contracting Platform by both Parties (hereinafter referred to as the "Effective Date") recorded by the third-party Online Document Depository. Party A: Didi Chuxing Technology Co., Ltd. Legal Representative: Ting Chen Party B: Hunan Ruixi Financial Leasing Co., Ltd Legal Representative: Xianglong Li Party A and Party B shall be individually referred to as a "Party" and collectively as the "Parties". Whereas 1. As a company providing third-party e-commerce platform services, and desires to assist the Driver User (hereinafter referred to as the "Driver User") registered on the platform to lease vehicles from Party B with the most favorable treatment in the market, so as to reduce the cost of using vehicles for the Driver User; 2. Party B is an automobile leasing company, with the qualification, resources and ability to carry out the automobile financial leasing business, and it acknowledges and undertakes to implement the platform rules formulated by Party A; 3. Both Parties hope to clarify the cooperation contents, rights and obligations of each Party And other matters through this Agreement. NOW, THEREFORE, the Parties hereto agree as follows: 1. Definitions Unless otherwise stated, the following terms used in this Agreement shall have the following meanings: 1.1 "Platform" refers to the third-party e-commerce platform operated by Party A: Xiaoju Online Ride-Hailing Marketplace.
Contract No.: DDCX S DG KC 201812130044 1.2 "Platform Rules" refers to normative documents related to the platform noticed to Party B by Party A by E-mail or other means as well as the various normative documents published on the platform such as the Regulations on Vehicle Rental Service Business of Xiaoju Online Ride-hailing Marketplace and Code of Conduct and Risk Notification of Vehicle Service Company. 1.3 "Didi" refers to Party A, Party A's Affiliates and their respective software and platforms operated by them. 1.4 "Ride-hailing Vehicles" refers to the online car-hailing vehicles. 1.5 "Ride-hailing Service" refers to the online non-peripatetic car hailing service provided by certain entities through the service platforms based on Internet technology using qualified vehicles and Driver Users, which integrates supply and demand information. 1.6 "Affiliates" refers to companies that have an affiliated relationship with each other, including, but not limited to, the companies, firms, corporations or other organizations of such nature established, participated in the establishment, operated, controlled by shareholders, legal representative, actual controllers or directors, supervisors, etc. and their immediate family members, collateral relatives within three generations, close relatives, etc. 1.7 "Senior Management" refers to the officers defined in the Company Law of the People's Republic of China and the chief executive officer, chief financial officer, supervisors, etc. in a company. 1.8 "Laws" refers to laws, administrative regulations, local laws and regulations, autonomous regulations and separate regulations promulgated by the competent authorities, rules and regulations of the Ministries and Commissions of the State Council and local governments, judicial interpretations, normative documents, etc. in China. 1.9 "Period of Cooperation" refers to the term of validity of this Agreement. 1.10 "Confidential Information" refers to any oral or written materials and information exchanged between the Parties in respect of this Agreement, including, but not limited to, the following: 1.10.1 The content of this Agreement and its supplemental agreement(s); 1.10.2 The business (including, but not limited to, business decisions, management methods, operating strategies, incentive strategies, promotional information), operating, financial, technical, product, service information of any party obtained or received by the other party during the performance of this Agreement or during the term of this Agreement; 1.10.3 The other party's user profiles, information, etc.; 1.10.4 The processes and results of settlement of any dispute arising from this Agreement 1.11 "Intellectual Property Rights" refers to: (a) patents and patent applications; (b) trademarks, service marks, trade names, trade dress and domain names, and goodwill exclusively attached thereto; (c) copyrights, including the copyrights of computer software and the copyrights of the database; (d) secrets and proprietary information, including trade secrets and technical secrets; and (e) any rights similar to subparagraphs (a)-(d) provided in any law, whether or not any one of the foregoing has been applied for registration or registered. 1.12 "Personal Injury Compensation" refers to the compensation provided in the Interpretation of the Supreme People's Court on Several Issues Concerning the Application of Law in the Trial of Cases on Personal Injury Compensation.
Contract No.: DDCX S DG KC 201812130044 1.13 "Xiaoju online Ride-Hailing Marketplace SaaS System" refers to the operation and management service system for Party B's vehicles developed by Xiaoju online Ride-Hailing Marketplace. When Party B signs the Vehicle Operation Management Service Agreement, it shall be deemed to be connected to the SaaS system of Xiaoju online Ride-Hailing Marketplace. Party B is free to choose the following two types of services: One is the regular free service of Xiaoju online Ride-Hailing Marketplace. One is the regular value-added charging service of Xiaoju online Ride-Hailing Marketplace. 2. The Cooperation During the term of cooperation, Party B shall, through the Platform provided by Part A, present to the Driver User the vehicle for rent and financing and leasing solutions in line with this agreement between Party A and Party B and the Platform Rules. Party B shall provide the Driver User with long-term and stable rental sources and the most favorable financial leasing scheme, complete the vehicle leasing transactions with the Driver User through the Platform, and provide the Driver User with high-quality financial leasing services. 3. Rights and Obligations 3.1 Party A's rights and obligations: 3.1.1 Party A shall maintain and operate the Platform in accordance with the available technology, so that the Platform can operate normally, and Party B can use the Platform normally and conduct vehicle financial leasing transactions with the Driver User smoothly. 3.1.2 Party A shall reply to problems encountered by Party B during the registration in and use of the Platform in a timely manner. 3.1.3 Party A is entitled to inspect any information and materials submitted by Party B and the information generated by the use of the Platform from time to time. In case any problem or question is discovered in the aforesaid information or materials, Party A is entitled to take the following measures: 3.1.3.1 To request Party B to submit more information or documentary evidence; 3.1.3.2 To request Party B to correct such problem; 3.1.3.3 Removing commodities from the shelves and temporarily shutting down some functions of the Platform account and other measures considered necessary by Party A. 3.1.4 Party A is entitled to inspect the information released by Party B on the Platform. If the information released by Party B contains the following information, Party A may, without informing Party B, take restrictive measures such as deleting the information or removing the commodities from the shelves: 3.1.4.1 Information unrelated to or not intended for a vehicle leasing transaction;
Contract No.: DDCX S DG KC 201812130044 3.1.4.2 False information that is misleading or exaggerating the facts or inconsistent with the facts; 3.1.4.3 Information of malicious competition or other information that may disrupt the normal transaction order of the Platform; 3.1.4.4 Information that violates the Laws or the public interests or may harm the legitimate interests of the Platform and/or other third parties. 3.1.5 During the cooperation, Party A shall have the right to inquire relevant information of Party B through various channels and investigate Party B's background. If the investigation results show that Party B has major business risks and other conditions, Party A shall have the right to unilaterally terminate the cooperation if the assessment suggests that Party A's reputation is sufficiently affected therefrom. 3.2 Party B's rights and obligations: 3.2.1 Party B shall be entitled to use the Platform to publish commodities and its own information subject to the compliance with this Agreement and the Platform Rules and prior approval by Party A. 3.2.2 Party B shall guarantee the authenticity, legality, completeness, accuracy and validity of any materials and information provided by it to Party A, and guarantee that such materials and information are in compliance with this Agreement and the Platform Rules during the Period of Cooperation; and shall guarantee the validity and security of the email address, telephone number, address, postal code, etc., provided by it to Party A, and the successful contact by Party A or the Driver Users with Party B through the aforementioned contact information. In case such materials or information or contact information is changed or invalid, Party B shall notify Party A of the changed information or the invalidity at least 3 working days in advance. 3.2.3 Party B guarantees that the vehicles released and leased on the Platform shall meet the following conditions simultaneously: 3.2.3.1 Obey the requirements of this agreement, Platform Rules, Laws; can drive on the road, and can be used to engage in online Ride-hailing operation in the place where the leased vehicle is used; 3.2.3.2 The vehicles are passenger cars that meet the Safety Specifications for Power-driven Vehicles Operating on Roads (GB 7258-2012) and have less than 7 seats, including the driver's seat; 3.2.3.3 No decorations, devices or equipment (except those required by law) have been installed, and there are no other modifications or additions that may affect the safe operation of the vehicle or endanger the personal and property safety of the vehicle drivers and passengers; 3.2.3.4 The engine has not been replaced or adjusted in a way different from that of the factory, or the performance has been substantially modified or installed (except those permitted by local laws and passed the safety inspection of the traffic administrative department of the public security organ).
Contract No.: DDCX S DG KC 201812130044 3.2.3.5 There is no any right defect or ownership dispute. Party B is entitled to lease the vehicle to others in the form of financial leasing for the operation of online Ride-hailing or other purposes. 3.2.4 Party B shall be obliged to verify the actual use of the leased vehicles, assist and ensure that the Driver User purchases corresponding insurance according to the actual use of the leased vehicles; if the leased vehicle is used for online Ride- hailing operation, in case that the provisions of the local Laws on online Ride-hailing insurance are changed within the term of cooperation or the provisions of the local Laws on online Ride-hailing are officially implemented within the term of cooperation, Party B shall inform the Driver User within 3 working days after the change of local Laws and regulations on Ride-hailing or the effective implementation thereof, assist the Driver User and ensure that the insurance of the leased vehicle shall be changed in accordance with the provisions of local Laws on ride-hailing to make the insurance of the leased vehicle comply with the provisions of relevant Laws and regulations on Ride-hailing at that time. 3.2.5 If the vehicle released by Party B on the Platform does not comply with the Platform Rules or legal provisions irregularly updated, Party B shall notify the Platform within 1 working day after the new Platform Rules or new Laws come into force and remove the vehicle by itself. 3.2.6 When the vehicle leased by Party B is used by the Driver User to provide online Ride-hailing Services on Didi platform, Party B shall try its best to cooperate with Party A to conduct investigation and collect evidence and assist Party A to deal with relevant matters in case of passenger complaints, traffic accidents or complaints received by Party A or reports of Party B's behaviors in violation of this Agreement or platform rules. 3.2.7 Party B shall ensure a long-term and stable supply of vehicles and give priority to meeting the rental needs of the Driver User. 3.2.8 Party B shall complete automobile lease transactions with Driver Users through the Platform, and enter into agreements with Driver Users by using the Financial Leasing Agreement template provided by Party A. 3.2.9 Party B shall truthfully provide Party A with one original copy of the Financial Leasing Agreement signed by and between Party B and the Driver User, together with its annexes of Vehicle Handover List and Financial Leasing Confirmation Letter, etc., and shall upload the scanned copy to the Platform within 1 working day after the signing of the Agreement. 3.2.10 Party B shall fulfill its rights and obligations to the Driver User who has signed the Agreement with Party B by means of strictly following the template of Financial Leasing Agreement and its annex provided by Party A. 3.2.11 Party B is entitled to collect a deposit from the Driver User for the leased vehicle. The amount of the deposit shall be the same as or lower than the amount of the deposit announced by Party B on the Platform, and the collected deposit shall be less than RMB20,000 (RMB TWENTY THOUSAND ).