Puyi, Inc. Sample Contracts

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 AGREEMENT
Registration 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 LIMITED
Share 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 AGREEMENT
Indemnification 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”).

SHARE SUBSCRIPTION AGREEMENT
Share Subscription Agreement • January 6th, 2025 • Highest Performances Holdings Inc. • Investment advice • Hong Kong
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 3rd, 2025 • Maase Inc. • Investment advice • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of July 3, 2025, between Maase Inc., a Cayman Islands Exempted Company (the “Company”), and investors as listed in the Exhibit I (the “Purchaser”).

SECURITIES EXCHANGE AGREEMENT by and among Puyi Inc. and Dated as of December 27, 2023
Securities 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 Agreement
Share 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 Agreement
Formal 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.)

SHARE PURCHASE AND SALE AGREEMENT
Share Purchase and Sale Agreement • May 8th, 2025 • Highest Performances Holdings Inc. • Investment advice • New York

This Purchase and Sale Agreement (this “Agreement”), dated as of May 8, 2025 (the “Signing Date”), is between Highest Performances Holdings Inc., a Cayman Islands exempted company (the “Seller”), and ***** (the “Purchaser”).

Employment Contract – EMPLOYEE
Employment 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:

WARRANT TO PURCHASE COMMON STOCK MAASE INC.
Warrant to Purchase Common Stock • July 3rd, 2025 • Maase Inc. • Investment advice

THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, [ ] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after October 18 , 2025 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on October 18, 2030 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Maase Inc., a Cayman Islands exempt company (the “Company”), up to [ ] shares of Class A ordinary shares of the Company, par value $0.09 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). This Warrant is one of the Warrants to purchase Common Stock (the “Warrants”) issued pursuant to that certain Securities Purchase Agreement, dated as of July 3, 2025 by and between the Company and investors party thereto.

TERMINATION AGREEMENT
Termination Agreement • September 30th, 2025 • Maase Inc. • Investment advice • Hong Kong

This Termination Agreement is dated September 26, 2025 (the “Termination Agreement”), by and between Puyi Group Limited, a British Virgin Island exempt company (“Puyi Group”), and Echoes Group Ltd, a British Virgin Islands business company (“Echoes Group”).

LUCRO INVESTMENTS VCC
Call Option Agreement • August 7th, 2026 • Maase Inc. • Investment advice

The Target Company is a limited liability company incorporated lawfully and existing validly within the territory of the People's Republic of China, and Party A collectively holds 100% equities as shareholder of the Target Company.

Equity Transfer Agreement
Equity 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 Agreement
Equity 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]:

Shares Sales and Purchases Agreement BY AND AMONG ECHOES GROUP LTD, AND PUYI GROUP LIMITED. DATED AS OF SEPTEMBER 12, 2025
Shares Sales and Purchases Agreement • September 18th, 2025 • Maase Inc. • Investment advice • Hong Kong

Shares Sales and Purchases Agreement This Shares Sales and Purchases Agreement (as may be amended, restated, supplemented or varied in accordance with the terms herein, this “Agreement”) is entered into and effective as of SEPTEMBER 12, 2025, by and among:

Share Transfer Agreement
Share 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:

Exclusive Business Cooperation Agreement Between Huazhi Future (Chongqing) Technology Co., Ltd. And Shenzhen Huazhixing Management Consulting Co., Ltd.
Exclusive Business Cooperation Agreement • August 7th, 2026 • Maase Inc. • Investment advice

Party A is engaged in the AI, data solution and computility technology services in China (hereinafter referred to as “the Business”), and Party B has the expertise and resources in the strategic consulting related to the aforesaid Business.

Share Transfer Agreement
Share 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 Agreement
Equity 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 Agreement
Equity 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”):

Equity Pledge Agreement
Equity Pledge Agreement • August 7th, 2026 • Maase Inc. • Investment advice

Address: Room 01, Building 10, Jinzhong Guobinhui, Qinyuan 2nd Road, Lihu Community, Xili Sub-district, Nanshan District, Shenzhen City

PURCHASE AGREEMENT
Purchase 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 Agreement
Exclusive 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”):

EMPLOYMENT AGREEMENT
Employment Agreement • December 31st, 2025 • Maase Inc. • Investment advice

This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of _____ (the “Effective Date”), by and between Maase Inc., incorporated under the laws of the Cayman Islands (the “Company”), and ___, an individual. Except with respect to the direct employment of __ by the Company, the term “Company” as used herein with respect to all obligations of __ hereunder shall be deemed to include the Company and all of its subsidiaries and affiliated entities (collectively, the “Group”).

Supplementary Agreement
Supplementary Agreement • November 21st, 2018 • Puyi, Inc. • Investment advice
TRANSACTION AGREEMENT
Transaction Agreement • July 18th, 2025 • Maase Inc. • Investment advice • Hong Kong

This TRANSACTION AGREEMENT (as may be amended, restated, supplemented or varied in accordance with the terms herein, this “Agreement”) is entered into and effective as of July 18, 2025, by and among:

Exclusive Technical and Consulting Services Agreement
Exclusive 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”):

MAASE INC.
Director Agreement • November 28th, 2025 • Maase Inc. • Investment advice • New York

This Director Agreement (the “Agreement”) is made and entered into as of ___ by and between Maase Inc., a Cayman Islands company (the “Company”), and ___, an individual (“Director”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 23rd, 2026 • Maase Inc. • Investment advice • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of September 23, 2026 between Maase Inc., a Cayman Islands Exempted Company (the “Company”), and the investor as listed in the Exhibit I (the “Purchaser”).

Equity Interest Transfer Agreement
Equity 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.