(1)

Pintec Technology Holdings Limited, a company incorporated under the laws of the Cayman Islands (the “Company”);

(2)

Romantic Park Holdings Limited, a company incorporated under the laws of the Cayman Islands (the “Transferee”);

(3)

The debtor(s) in respect of the debts assigned to the Transferee listed in Schedule I attached hereto (individually and collectively, the “Debtor”).

(A)

As of the date hereof, certain debts, obligations, and contingent claims are owing to the Company by the debtors set out in Schedule II attached hereto (collectively, the “Debts”).

(B)

The Company, as the assignor, desires to assign, and the Transferee desires to acquire and accept the assignment of, all of the Company’s rights, title, interests, and claims in respect of the Debts.

1.

The Company hereby assigns and transfers to the Transferee all of its rights, title, interests, and claims in and to the Debts, as set out in Schedule II and the Transferee hereby accepts such assignment and transfer, effective as of the date hereof, without any fees, costs or expenses to be paid by the Company in connection with such assignment of Debts.

2.

Each Debtor listed in Schedule I is hereby notified of and acknowledges the assignment of the Debts from the Company to the Transferee, and agrees to make all payments and perform all obligations in respect of the Debts directly to the Transferee from the date hereof.

3.

Upon the execution of this Agreement, the Transferee shall be deemed to replace the Company as the creditor in respect of the Debts and shall enjoy all rights, benefits, and remedies arising therefrom, as if it had been the original creditor thereof.

4.

Following the execution of this Agreement, the Company shall have no further rights, interests, obligations, or liabilities whatsoever in respect of the Debts,

5.

This Agreement shall be governed by and interpreted and enforced in accordance with the laws of Hong Kong.

6.

Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, shall be settled by arbitration in Hong Kong under the UNCITRAL Arbitration Rules in accordance with the Hong Kong International Arbitration Centre Procedures for the Administration of International Arbitration then in force. The place of the arbitration shall be Hong Kong International Arbitration Centre and the language of the arbitration shall be Chinese. There shall be only one arbitrator.

7.

This Agreement shall come into force as of the date first written above, when signed by all the parties hereto.