ROLLOVER AND CONTRIBUTION AGREEMENTRollover and Contribution Agreement • August 19th, 2020 • Chen Wenbin • Security & commodity brokers, dealers, exchanges & services • New York
This ROLLOVER AND CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of August 17, 2020 by and among (1) Yinke Holdings Ltd, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), (2) Yinke Merger Co. Ltd, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), and (3) certain shareholders of Yintech Investment Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), listed on Schedule A hereto (each, a “Rollover Shareholder” and collectively, the “Rollover Shareholders”).
JOINT FILING AGREEMENTJoint Filing Agreement • August 19th, 2020 • Chen Wenbin • Security & commodity brokers, dealers, exchanges & services
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with the other Reporting Person (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the ordinary shares, par value of $0.00001 per share, of Yintech Investment Holdings Limited, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
CONSORTIUM AGREEMENTConsortium Agreement • August 19th, 2020 • Chen Wenbin • Security & commodity brokers, dealers, exchanges & services • Hong Kong
THIS CONSORTIUM AGREEMENT is made as of August 17, 2020 (the “Agreement”), by and among the consortium members (each a “Consortium Member” and collectively, the “Consortium Members”) set forth in Schedule A hereto. Each of the Consortium Members is referred to herein as a “Party”, and collectively, the “Parties” Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to them in Section 10.1 hereof.
LIMITED GUARANTEELimited Guarantee • August 19th, 2020 • Chen Wenbin • Security & commodity brokers, dealers, exchanges & services • New York
LIMITED GUARANTEE, dated as of August 17, 2020 (this “Limited Guarantee”), by the Persons listed on Schedule A hereto (each a “Guarantor”, and collectively, the “Guarantors”), in favor of Yintech Investment Holdings Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Guaranteed Party”). Capitalized terms used but not defined in this Limited Guarantee shall have the meanings assigned to such terms in the Merger Agreement (as defined below).
