Common use of Exempt Offering; Investment Company Clause in Contracts

Exempt Offering; Investment Company. (a) Assuming the truth and accuracy of the representations and warranties of the Fanhua Parties in Section 4.14 and Section 4.16 of this Agreement, the offer and sale of the Puyi Exchange Shares under this Agreement are or will be exempt from the registration requirements and prospectus delivery requirements of the Securities Act, and from the registration or qualification requirements of any other applicable securities Laws and regulations. (b) Puyi is not required to register as an “investment company” as such term is defined in the U.S. Investment Company Act of 1940, as amended.

Exempt Offering; Investment Company. (a) Assuming the truth and accuracy of the representations and warranties of the Fanhua Parties Puyi in Section 4.14 3.14 and Section 4.16 3.16 of this Agreement, the offer and sale of the Puyi Fanhua Exchange Shares and the Fanhua Exchange ADSs under this Agreement are or will be exempt from the registration requirements and prospectus delivery requirements of the Securities Act, and from the registration or qualification requirements of any other applicable securities Laws and regulations. (b) Puyi Fanhua is not required to register as as, an “investment company” as such term is defined in the U.S. Investment Company Act of 1940, as amended.