EMPLOYMENT AGREEMENTEmployment Agreement • June 15th, 2015 • Jupai Holdings LTD • Services-management services • New York
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of , 20 by and between Jupai Holdings Limited, an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”) and , an individual (the “Executive”).
Equity Pledge Agreement Regarding Shanghai E-Cheng Asset Management Co., Ltd. By and among Zuyu DING Weijie MA Baoyi Investment Consulting (Shanghai) Co., Ltd. And Shanghai E-Cheng Asset Management Co., Ltd. May 4, 2014Equity Pledge Agreement • June 15th, 2015 • Jupai Holdings LTD • Services-management services
Loan AgreementLoan Agreement • June 15th, 2015 • Jupai Holdings LTD • Services-management services
In order to clarify the rights and obligations of the Lender and the Borrowers under the above loan arrangement, the Parties hereby agree as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 15th, 2015 • Jupai Holdings LTD • Services-management services • New York
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) dated as of , 20 , by and between Jupai Holdings Limited, an exempted Cayman Islands company (the “Company”) and , a [director and/or executive officer] of the Company (the “Indemnitee”).
Exclusive Call Option Agreement Regarding Shanghai E-Cheng Asset Management Co., Ltd. By and among Zuyu DING Weijie MA Baoyi Investment Consulting (Shanghai) Co., Ltd. And Shanghai E-Cheng Asset Management Co., Ltd. May 4, 2011Exclusive Call Option Agreement • June 15th, 2015 • Jupai Holdings LTD • Services-management services
(Zuyu DING and Weijie MA are hereinafter referred to individually as an “Existing Shareholder” and collectively as the “Existing Shareholders”.)
AMENDED AND RESTATED CONSULTING SERVICES AGREEMENTConsulting Services Agreement • June 15th, 2015 • Jupai Holdings LTD • Services-management services
This Amended and Restated Consulting Services Agreement (this “Agreement”) is dated January 8, 2014, and is entered into in Shanghai, People’s Republic of China (“PRC” or “China”) by and among Shanghai Juxiang Investment Management Consulting Co., Ltd. (“Party A”), and Shanghai Jupai Investment Consulting Co., Ltd. (“Party B”), Party A and Party B are referred to collectively in this Agreement as the “Parties.”
SHARE PURCHASE AGREEMENT by and among SCEPTER PACIFIC LIMITED JUPAI HOLDINGS LIMITED E-HOUSE (CHINA) CAPITAL INVESTMENT MANAGEMENT LTD. and RECKON CAPITAL LIMITED dated as of April 3, 2015Share Purchase Agreement • June 15th, 2015 • Jupai Holdings LTD • Services-management services • Hong Kong
This Share Purchase Agreement (this “Agreement”) is made as of the 3rd day of April, 2015 by and among Scepter Pacific Limited, a company established under the laws of the British Virgin Islands (the “Company” or “Scepter”), E-House (China) Capital Investment Management Ltd., a company established under the laws of the British Virgin Islands (“E-House”), Reckon Capital Limited, a company established under the laws of the British Virgin Islands (“Reckon”, together with E-House, the “Sellers” and each a “Seller”) and Jupai Holdings Limited, an exempted company established under the laws of the Cayman Islands (the “Purchaser”).
SUPPLEMENTAL AGREEMENT RELATING TO SERIES A CONVERTIBLE PREFERRED SHARES PURCHASE AGREEMENTSupplemental Agreement • June 15th, 2015 • Jupai Holdings LTD • Services-management services • Hong Kong
THIS SUPPLEMENTAL AGREEMENT RELATING TO SERIES A CONVERTIBLE PREFERRED SHARES PURCHASE AGREEMENT (this “Agreement”) is entered into as of the 18th day of October, 2013, by and among:
AMENDMENT NO.1 TO SERIES B PERFERRED SHARE PURCHASE AGREEMENTPerferred Share Purchase Agreement • June 15th, 2015 • Jupai Holdings LTD • Services-management services • Hong Kong
This Amendment No.1 to the Series B Preferred Share Purchase Agreement as supplemented by the Deed of Adherence on December 20, 2013 (this “Amendment”) is made and entered into on May 22, 2014, by and among:
AMENDED AND RESTATED CALL OPTION AGREEMENTCall Option Agreement • June 15th, 2015 • Jupai Holdings LTD • Services-management services
This Amended and Restated Call Option Agreement (this “Agreement”) is dated January 8, 2014, and is entered into in Shanghai, People’s Republic of China (“PRC” or “China”) by and among Shanghai Juxiang Investment Management Consulting Co., Ltd. (“Party A”) and Shanghai Jupai Investment Consulting Co., Ltd. (“Domestic Enterprise” or “Party B”), and the shareholders holding 100% of equity interests of Party B, i.e. Mr. Hu Tianxiang, Mr. Li Keliang, Mr. Yao Weishi, Mrs. Zhang Yichi and Mrs. Shen Yacheng (the “Shareholders” or “Party C”). Party A, Party B, and Party C are each referred to in this Agreement as a “Party” and collectively as the “Parties”. Each shareholder is referred to in this Agreement as an executor and collectively as “Shareholders of Party B”.
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • June 15th, 2015 • Jupai Holdings LTD • Services-management services • Hong Kong
WHEREAS, the Series A Investor entered into that certain Series A Convertible Preferred Shares Purchase Agreement, dated as of 20 February 2013, with the Company, the Founding Shareholders, the Founders and certain other parties described therein (as supplemented by a supplemental agreement dated 30 September 2013, the “Series A Share Purchase Agreement”) with respect to the issuance and sale by the Company of 4,216,867 shares of Convertible, Redeemable and Participating Series A Preferred Shares, par value of US$0.0005 per share, of the Company (the “Series A Preferred Shares”) to the Series A Investor at an aggregate consideration of US$1,500,000.
EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • June 15th, 2015 • Jupai Holdings LTD • Services-management services
This Equity Pledge Agreement (hereinafter this “Agreement”) is dated October 9, 2014, and is entered into in Shanghai, People’s Republic of China (“PRC” or “China”) by and among Shanghai Juxiang Investment Management Consulting Co., Ltd. (“Pledgee”), Shanghai Jupai Investment Group Co., Ltd. (“Domestic Enterprise” or “Target Company”) and each of the shareholders listed on the signature pages hereto (each a “Pledgor” and collectively, the “Pledgors”) of Domestic Enterprise, i.e. Mr. Hu Tianxiang, Mr. Li Keliang, Mr. Yao Weishi, Mrs. Zhang Yichi and Mrs. Shen Yacheng.
AMENDED AND RESTATED VOTING RIGHTS PROXY AGREEMENTVoting Rights Proxy Agreement • June 15th, 2015 • Jupai Holdings LTD • Services-management services
This Amended and Restated Voting Rights Proxy Agreement (the “Agreement”) is entered into in Shanghai, People’s Republic of China (“PRC” or “China”) as of January 8, 2014 by and among Shanghai Juxiang Investment Management Consulting Co., Ltd. (“Party A”) and the undersigned shareholders, i.e. Mr. Hu Tianxiang, Mr. Li Keliang, Mr. Yao Weishi, Mrs. Zhang Yichi and Mrs. Shen Yacheng (the “Shareholders” or “Party B”) of Shanghai Jupai Investment Consulting Co., Ltd. (“Domestic Enterprise”). Party A and the Shareholders are each referred to in this Agreement as a “Party” and collectively as the “Parties”. Domestic Enterprise is made a party to this Agreement for the purpose of acknowledging the Agreement.
Exclusive Support AgreementExclusive Support Agreement • June 15th, 2015 • Jupai Holdings LTD • Services-management services
THEREFORE, through amicable consultations, the Parties have reached the following agreements related to the provision of exclusive Consulting Services:
SERIES B PREFERRED SHARE PURCHASE AGREEMENTSeries B Preferred Share Purchase Agreement • June 15th, 2015 • Jupai Holdings LTD • Services-management services • Hong Kong
Selling Shareholder desire to sell to the Purchasers and the Purchasers desires to purchase from the Selling Shareholder 25,836,680 (or 12,918,340 where applicable) Ordinary Shares of the Company, on the terms and conditions set forth in this Agreement.
SERIES A CONVERTIBLE PREFERRED SHARES PURCHASE AGREEMENTConvertible Preferred Shares Purchase Agreement • June 15th, 2015 • Jupai Holdings LTD • Services-management services • Hong Kong
The Company desires to issue and sell to the Investor and the Investor desires to purchase from the Company (a) up to 4,216,867 Series A Preferred Shares, par value US$0.0005 per share, of the Company; and (b) a warrant to purchase up to a total of 4,216,867 Series A Preferred Shares, par value US$0.0005 per share, of the Company on the terms and conditions set forth in this Agreement.
AMENDED AND RESTATED OPERATING AGREEMENTAmended and Restated Operating Agreement • June 15th, 2015 • Jupai Holdings LTD • Services-management services
This Amended and Restated Operating Agreement (this “Agreement”) is dated January 8, 2014, and is entered into in Shanghai, People’s Republic of China (“PRC” or “China”) by and among Shanghai Juxiang Investment Management Consulting Co., Ltd. (“Party A”) and Shanghai Jupai Investment Consulting Co., Ltd. (“Domestic Enterprise” or “Party B”), and the shareholders holding 100% of the equity interests of Party B (the “Shareholders of Party B” or “Party C”). Party A, Party B, and Party C are each referred to in this Agreement as a “Party” and collectively as the “Parties.
Zuyu DING Weijie MA Baoyi Investment Consulting (Shanghai) Co., Ltd. AND Shanghai E-Cheng Asset Management Co., Ltd.Shareholder Voting Right Proxy Agreement • June 15th, 2015 • Jupai Holdings LTD • Services-management services
This Shareholder Voting Right Proxy Agreement (“this Agreement”) is entered into as of May 4, 2014 by and among the following Parties:
AMENDMENT TO AGREEMENTSAgreements • June 15th, 2015 • Jupai Holdings LTD • Services-management services
This Amendment to Agreements (this “Amendment”) is dated October 9, 2014, and is entered into in Shanghai, People’s Republic of China (“PRC” or “China”) by and among Shanghai Juxiang Investment Management Consulting Co., Ltd. (“Party A”) and Shanghai Jupai Investment Group Co., Ltd. (“Domestic Enterprise” or “Party B”), and the shareholders holding 100% of the equity interests of Party B, i.e. Mr. Hu Tianxiang, Mr. Li Keliang, Mr. Yao Weishi, Ms. Zhang Yichi and, Ms. Shen Yacheng (the “Shareholders of Party B” or “Party C”). Party A, Party B, and Party C are each referred to in this Agreement as a “Party” and collectively as the “Parties.
RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTAdoption Agreement • June 15th, 2015 • Jupai Holdings LTD • Services-management services • Hong Kong
WHEREAS, the Series A Investor entered into that certain Series A Convertible Preferred Shares Purchase Agreement, dated as of 20 February 2013, with the Company, the Founding Shareholders, the Founders and certain other parties described therein (as supplemented by a supplemental agreement dated 30 September 2013, the “Series A Share Purchase Agreement”) with respect to the issuance and sale by the Company of 4,216,867 shares (the “Series A Purchased Shares”) of Convertible, Redeemable and Participating Series A Preferred Shares, par value of
SHARE PURCHASE AGREEMENTShare Purchase Agreement • June 15th, 2015 • Jupai Holdings LTD • Services-management services • Hong Kong
