Private Transfer. Smart Master understands that (a) the Leju Exchange Shares, Jupai Exchange Shares and Enterprise Exchange Shares have not been registered under the Securities Act or any state securities Laws or any securities Laws of other jurisdictions and (b) the Leju Exchange Shares, Jupai Exchange Shares and Enterprise Exchange Shares may not be sold unless such disposition is registered under the Securities Act and applicable state securities Laws and applicable securities Laws of other jurisdictions or is exempt from registration thereunder. Smart Master represents that either: (i) it is an “accredited investor” (as defined in Rule 501(a) of Regulation D under the Securities Act) or (ii) it is not a U.S. Person and is located outside of the United States, as such terms are defined in Rule 902 of Regulation S under the Securities Act.
Private Transfer. 6.3.1 An Ke represents and warrants to Lanbang and Xxx Xxxx on the date of this Agreement and immediately before the Closing of the Lufax Share Transfer that each of the following statements is true, accurate and not misleading:
(i) An Ke is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the U.S. Securities Act of 1933, as amended (the “Securities Act”), has such knowledge in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Alternative Delivery Shares, is aware of the characteristics of such shares, and is able to bear the economic risk of loss of its investment;
(ii) An Ke is aware that the offer and sale of the Alternative Delivery Shares has not been and will not be registered under the Securities Act or the securities laws of any U.S. state, that such shares may not be offered or sold in the United States without such registration or compliance with an exemption therefrom, and that such shares are “restricted securities” within the meaning of Rule 144(a)(3) of the U.S. Securities Act;
(iii) An Ke is acquiring the Alternative Delivery Shares for its own account and not with a view to any distribution or public offering of such shares;
(iv) An Ke’s acquisition of the Alternative Delivery Shares has not been made through or as a result of any advertisement or general solicitation; and
(v) An Ke is a sophisticated investor and has had the opportunity to conduct diligence and understand all information it regards as necessary to a decision to acquire the Alternative Delivery Shares.
6.3.2 Each of Lanbang and Xxx Xxxx, severally and not jointly, represents and warrants to An Ke on the date of this Agreement and immediately before the Closing of the Lufax Share Transfer that each of the following statements is true, accurate and not misleading:
(i) It has not, directly or indirectly, engaged in any form of advertisement or general solicitation in connection with the transactions contemplated by this Agreement; and
(ii) It is not subject to any “bad actor” disqualification under Rule 506(d) of Regulation D under the U.S. Securities Act and is engaging in the transactions contemplated by this Agreement in good faith and not as part of any scheme to evade the requirements of the U.S. securities laws.
