DEPOSIT AGREEMENT by and among Puyi Inc. as Issuer, DEUTSCHE BANK TRUST COMPANY AMERICAS as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS ISSUED HEREUNDER Dated as of March...Deposit Agreement • October 15th, 2019 • Puyi, Inc. • Investment advice • New York
ESCROW AGREEMENT (PUBLIC OFFERING)Escrow Agreement • October 15th, 2019 • Puyi, Inc. • Investment advice • New York
THIS AGREEMENT (this “Agreement”) is made this February 25, 2019, by and among Puyi Inc. (the “Issuer”) and the Underwriter whose name and address appears on the Information Sheet (as defined herein) attached to this Agreement and Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor, New York, New York 10004 (the “Escrow Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 16th, 2024 • Highest Performances Holdings Inc. • Investment advice
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made and entered into as of the date first above written, by and among Highest Performances Holdings Inc., a corporation incorporated under the laws of the Cayman Islands whose registered office is at 61F, Pearl River Tower, No. 15 Zhujiang West Road, Zhujiang New Town, Tianhe, Guangzhou Guangdong Province, People’s Republic of China (the “Company”), GEM GLOBAL YIELD LLC SCS, a “société en commandite simple” formed under the laws of Luxembourg having LEI No. 213800CXBEHFXVLBZO92 having an address at 12C, rue Guillaume J. Kroll, L-1882 Luxembourg (“Purchaser”); and GEM YIELD BAHAMAS LIMITED, a limited company formed under the laws of the Commonwealth of the Bahamas and having an address at CUB Financial Centre, Unit GF5, Lyford Cay, Nassau, Commonwealth of the Bahamas (“GYBL,” and together with the Company and Purchaser, the “Parties”). Capitalized terms used herein and not otherwise defined herein shall have the respective meani
SHARE PURCHASE AGREEMENT dated as of April 13, 2024 by and among HIGHEST PERFORMANCES HOLDINGS INC., GEM GLOBAL YIELD LLC SCS And GEM YIELD BAHAMAS LIMITEDShare Purchase Agreement • April 16th, 2024 • Highest Performances Holdings Inc. • Investment advice • New York
This SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the date first above written by and among Highest Performances Holdings Inc., a corporation incorporated under the laws of the Cayman Islands whose registered office is at 61F, Pearl River Tower, No. 15 Zhujiang West Road, Zhujiang New Town, Tianhe, Guangzhou Guangdong Province, People’s Republic of China (the “Company”); GEM GLOBAL YIELD LLC SCS, a “société en commandite simple” formed under the laws of Luxembourg having LEI No. 213800CXBEHFXVLBZO92 having an address at 12C, rue Guillaume J. Kroll, L-1882 Luxembourg (the “Purchaser”); and GEM YIELD BAHAMAS LIMITED, a limited company formed under the laws of the Commonwealth of the Bahamas and having an address at CUB Financial Centre, Unit GF5, Lyford Cay, Nassau, Commonwealth of the Bahamas (“GYBL,” and together with the Company and Purchaser, the “Parties”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 21st, 2018 • Puyi, Inc. • Investment advice • New York
This Indemnification Agreement (the “Agreement”) is entered into as of by and between Puyi Inc., a Cayman Islands company (the “Company”) and the undersigned, , Independent Director of the Company (the “Indemnitee”).
SECURITIES EXCHANGE AGREEMENT by and among Puyi Inc. and Dated as of December 27, 2023Securities Exchange Agreement • December 27th, 2023 • Puyi, Inc. • Investment advice • New York
This SECURITIES EXCHANGE AGREEMENT, dated as of December 27, 2023 (this “Agreement”), is by and among Puyi Inc., a Cayman Islands exempted company (“Puyi”), and certain shareholders of Fanhua Inc., a Cayman Islands exempted company (“Fanhua”), as set forth in Schedule I to this Agreement (together, the “Fanhua Parties”). Puyi, and each of the Fanhua Parties are referred to in this Agreement collectively as the “Parties” and individually as a “Party.”
Share Transfer AgreementShare Transfer Agreement • November 15th, 2024 • Highest Performances Holdings Inc. • Investment advice
This Share Transfer Agreement (hereinafter referred to as “this Agreement”) is entered into between the following parties on December 22, 2023 in Chengdu, Sichuan Province, China
Formal Framework AgreementFormal Framework Agreement • November 15th, 2024 • Highest Performances Holdings Inc. • Investment advice • Hong Kong
(Mr. Hu Yinan is the ultimate beneficial owner of Fanhua Inc. (Nasdaq: FANH), Puyi Inc (Nasdaq: PUYI), two publicly-listed companies in the Unite States. As Part B1 and Party B2 to this Agreement have the same ultimate beneficial owner, Party B1 and Party B2 are herein collectively referred to as Party B.)
Employment Contract – EMPLOYEEEmployment Contract • November 28th, 2023 • Puyi, Inc. • Investment advice
BETWEEN: , a company legally incorporated under the laws of People’s Republic of China, having a mailing address at , acting and represented herein by , Legal Representative, declaring duly authorized, (hereinafter called the “COMPANY”)
UNDERWRITING AGREEMENT between PUYI INC. (a Cayman Islands exempted limited liability company) and NETWORK 1 FINANCIAL SECURITIES, INC. as Underwriter PUYI INC. Minimum Offering: [number] American depositary shares representing [number] ordinary...Underwriting Agreement • February 1st, 2019 • Puyi, Inc. • Investment advice • New York
The undersigned, Puyi Inc., a Cayman Islands exempted limited liability company (the “Company”), hereby confirms its agreement with Network 1 Financial Securities, Inc. (hereinafter referred to as “you” (including its correlatives) or the “Underwriter”) as follows:
Equity Transfer AgreementEquity Transfer Agreement • October 1st, 2018 • Puyi, Inc. • Investment advice
The Equity Transfer Agreement (hereinafter referred to as the “Agreement”) is entered into between the following parties in Guangzhou, Guangdong, the PRC, on June 5, 2018:
Equity Entrustment AgreementEquity Entrustment Agreement • October 1st, 2018 • Puyi, Inc. • Investment advice
This Equity Entrustment Agreement (hereinafter referred to as “this Agreement”) is entered into between the following parties in [name of city] of the People’s Republic of China (hereinafter referred to as “China”) on [date]:
Share Transfer AgreementShare Transfer Agreement • November 21st, 2018 • Puyi, Inc. • Investment advice
Shenzhen Baoying Commercial Factoring Co. Ltd. (hereinafter referred to as the Company Limited) was set up on December 18, 2015 in Shenzhen City and is operated with funds attributed by Party A and Party B; the registered capital is RMB 5 million yuan, and Party A holds 99% of its shares. Party A is willing to transfer 51% of its shares in the Company Limited to Party C, and Party C is willing to accept the transfer of the target shares; in addition, Party A is willing to transfer the remaining 48% of its shares in the Company Limited to Party D, and Party D is willing to accept the transfer; Party B is willing to transfer the 1% shares of it in the Company Limited to Party D, and Party D is willing to accept the transfer. In connection with the above-mentioned shares transfer, the four Parties hereby enter into the following agreement through mutual discussion in accordance with the Company Law of the People’s Republic of China and Contract Law of People’s Republic of China:
Share Transfer AgreementShare Transfer Agreement • October 1st, 2018 • Puyi, Inc. • Investment advice
First Transferee: Renshou Xinrui Enterprise Management Center (Limited Partnership) (hereinafter referred to as “Party B”)
Share Transfer Agreement of Chongqing Fengyi Enterprise Management Consulting Co., Ltd.Share Transfer Agreement • November 21st, 2018 • Puyi, Inc. • Investment advice
The ShareTransfer Agreement is entered into by and among Party A and Party B through the friendly negotiation based on the principle of equality, mutual benefit and good faith in accordance with the laws and regulations of the Company Law of the People’s Republic of China and Articles of Association of Chongqing Fengyi Enterprise Management Consulting Co., Ltd. (hereinafter referred to as the Company) for the mutual complaince of the Parties.
Equity Transfer AgreementEquity Transfer Agreement • November 21st, 2018 • Puyi, Inc. • Investment advice
The Equity Transfer Agreement (hereinafter referred to as the “Agreement”) is entered into between the following parties in Chengdu, Sichuan, the PRC, on September 03, 2018:
Equity Pledge AgreementEquity Pledge Agreement • November 21st, 2018 • Puyi, Inc. • Investment advice
This Equity Pledge Agreement (“this Agreement”) is executed by and among the Parties below as of September 6, 2018, in Guangzhou, the People’s Republic of China (“China” or “PRC”):
PURCHASE AGREEMENTPurchase Agreement • November 21st, 2018 • Puyi, Inc. • Investment advice • Hong Kong
This Purchase Agreement (this “Agreement”), dated as of September 5, 2018 (the “Signing Date”), is by and between Fanhua Inc, an exempted company incorporated under the laws of the Cayman Islands (the “Purchaser”), and Puyi Inc., an exempted company incorporated under the laws of the Cayman Islands (the “Company”). The Purchaser and the Company are sometimes herein referred to each as a “Party,” and collectively as the “Parties.”
Exclusive Option AgreementExclusive Option Agreement • October 1st, 2018 • Puyi, Inc. • Investment advice
This Exclusive Option Agreement (“this Agreement”) is executed by and among the Parties below as of September 6, 2018, in Guangzhou, the People’s Republic of China (“China” or “PRC”):
Supplementary AgreementSupplementary Agreement • November 21st, 2018 • Puyi, Inc. • Investment advice
Exclusive Technical and Consulting Services AgreementExclusive Technical and Consulting Services Agreement • November 21st, 2018 • Puyi, Inc. • Investment advice
This Exclusive Technology Services and Management Consulting Agreement (“this Agreement”) is made and entered into by and between the following Parties on September 6, 2018 in Guangzhou, the People’s Republic of China (“China” or “PRC”):
Equity Interest Transfer AgreementEquity Interest Transfer Agreement • October 11th, 2022 • Puyi, Inc. • Investment advice
Party C is a limited liability company duly established and in good standing under PRC laws with a registered and paid-in capital of RMB60,000,000, of which RMB576,000 was paid in by Party A accounting for 0.96% of equity interest in Party C. As of the date hereof, both of Party C’s shareholders are duly vested with the equity interests derived from their capital contributions.
Equity Transfer AgreementEquity Transfer Agreement • November 21st, 2018 • Puyi, Inc. • Investment advice
The Equity Transfer Agreement (hereinafter referred to as the “Agreement”) is entered into between the following parties in Shenzhen, Guangdong, the PRC, on July 3, 2018:
Equity Transfer AgreementEquity Transfer Agreement • October 1st, 2018 • Puyi, Inc. • Investment advice
Through amicable negotiation between the Parties hereto and upon the review and approval of the shareholders' meeting of the Company, Party A voluntarily transfers the its holding equity of Chengdu Puyi Bohui Information Technology Co., Ltd., valuing at RMB 576,000 (accounting for 0.96% of the company's registered capital) to Party B. Party A shall guarantee that the transferred equity is true, legal and valid without any mortgage or security. Party B voluntarily purchases the above-mentioned equity transferred by Party A and assumes corresponding responsibilities, rights and interests in accordance with the provisions of the Company Law and the Articles of Association.
Equity Transfer AgreementEquity Transfer Agreement • October 1st, 2018 • Puyi, Inc. • Investment advice
Through amicable negotiation between the Parties hereto and upon the review and approval of the shareholders' meeting of the Company, Party A voluntarily transfers the its holding equity of Chengdu Puyi Bohui Information Technology Co., Ltd., valuing at RMB 58,824,000 (accounting for 98.04% of the company's registered capital) to Party B. Party A shall guarantee that the transferred equity is true, legal and valid without any mortgage or security. Party B voluntarily purchases the above-mentioned equity transferred by Party A and assumes corresponding responsibilities, rights and interests in accordance with the provisions of the Company Law and the Articles of Association.
Share Transfer Agreement of Chongqing Fengyi Enterprise Management Consulting Co., Ltd.Share Transfer Agreement • November 21st, 2018 • Puyi, Inc. • Investment advice
The ShareTransfer Agreement is entered into by and among Party A and Party B through the friendly negotiation based on the principle of equality, mutual benefit and good faith in accordance with the laws and regulations of the Company Law of the People’s Republic of China and Articles of Association of Chongqing Fengyi Enterprise Management Consulting Co., Ltd. (hereinafter referred to as the Company) for the mutual complaince of the Parties.
