Common use of Form F-3 Registration Clause in Contracts

Form F-3 Registration. (i) At any time during the three (3) year period following the expiration of the Lock-up Period, in case Puyi shall receive from any Fanhua Party holding, in the aggregate, at least twenty percent (20%) of the Puyi Exchange Shares issued hereunder a written request or requests that Puyi effect a registration on Form F-3, and any related qualification or compliance, with respect to Registrable Shares, Puyi shall within twenty (20) days after receipt of any such request give written notice of the proposed registration, and any related qualification or compliance, to all other Fanhua Parties, and include in such registration all Registrable Shares held by all such Fanhua Parties who wish to participate in such registration and provide Puyi with written requests for inclusion therein within fifteen (15) days after the receipt of ▇▇▇▇’s notice. Thereupon, Puyi shall, at its expense, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Fanhua Parties’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Shares of any other Fanhua Parties joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from Puyi; (ii) Notwithstanding the foregoing, if the underwriter advises the Fanhua Parties in writing that marketing factors require a limitation of the number of shares to be underwritten (or, in the case such registration and offering shall not be underwritten, any other factor arises requiring such a limitation in the number of shares to be so registered), then there shall be included in such registration and underwriting to the extent necessary to satisfy such limitation the Registrable Shares held by the Fanhua Parties (pro rata to the respective number of Registrable Shares required by such Fanhua Parties to be included in the registration). (iii) Notwithstanding the foregoing, Puyi shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 5.3, (i) if Form F-3 is not available for such offering by the Fanhua Parties; (ii) if the Fanhua Parties, together with the holders of any other securities of Puyi entitled to inclusion in such registration, propose to sell Registrable Shares and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than One Million United States dollars ($1,000,000); (iii) if Puyi shall furnish to the Fanhua Parties a certificate signed by the President or CEO of ▇▇▇▇ stating that in the good faith judgment of the Board of Directors of Puyi it would be seriously detrimental to Puyi or its shareholders for such Form F-3 registration statement to be effected at such time, in which event Puyi shall have the right to defer the filing of the Form F-3 registration statement for a period of not more than one hundred twenty (120) days after receipt of the request of the Fanhua Parties under this Section 5.3; provided, however, that Puyi shall not utilize this right more than once in any twelve (12) month period; (iv) during the period starting with the date sixty (60) days prior to ▇▇▇▇’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of Puyi (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that ▇▇▇▇ is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that ▇▇▇▇’s estimate of the date of filing such registration statement is made in good faith; (v) in any particular jurisdiction in which Puyi would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (vi) if Puyi has already effected one F-3 registration statement under this Section 5.3.

Form F-3 Registration. (i) At any time during The Company shall use its best efforts to qualify for registration on Form F-3. In case the three (3) year period following the expiration of the Lock-up Period, in case Puyi Company shall receive from any Fanhua Party holding, in the aggregate, at least Rights Holder or Rights Holders of not less than twenty percent (20%) of the Puyi Exchange Shares issued hereunder Registrable Securities then outstanding a written request or requests that Puyi the Company effect a registration on Form F-3, F-3 or any comparable or successor form and any related qualification or compliance, compliance with respect to all or a part of the Registrable SharesSecurities owned by such Rights Holder(s), Puyi shall within twenty the Company shall: (20a) days after receipt of any such request promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Fanhua PartiesRights Holders; and (b) use its best efforts to effect, and include in such registration all Registrable Shares held by all such Fanhua Parties who wish to participate in such registration and provide Puyi with written requests for inclusion therein within fifteen (15) days after the receipt of ▇▇▇▇’s notice. Thereuponas soon as practicable, Puyi shall, at its expense, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Fanhua PartiesRights Holder’s or Rights Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Shares Securities of any other Fanhua Parties Rights Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from Puyi; (ii) Notwithstanding the foregoingCompany; provided, if however, that the underwriter advises the Fanhua Parties in writing that marketing factors require a limitation of the number of shares to be underwritten (or, in the case such registration and offering shall not be underwritten, any other factor arises requiring such a limitation in the number of shares to be so registered), then there shall be included in such registration and underwriting to the extent necessary to satisfy such limitation the Registrable Shares held by the Fanhua Parties (pro rata to the respective number of Registrable Shares required by such Fanhua Parties to be included in the registration). (iii) Notwithstanding the foregoing, Puyi Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 5.3, 2.3: (i) if Form F-3 is not available for such offering by the Fanhua Parties; Rights Holders; (ii) if the Fanhua Parties, together with the holders of any other securities of Puyi entitled to inclusion in such registration, propose Rights Holders intend to sell Registrable Shares and such other securities (if any) Securities at an aggregate price to the public (net after the deduction of any underwriters’ discounts or commissions) of less than One Million United States dollars ($1,000,000); US$500,000; (iii) if Puyi the Company shall furnish to the Fanhua Parties Rights Holders a certificate signed by the President or CEO Chief Executive Officer of ▇▇▇▇ the Company stating that in the good faith judgment of the Board of Directors of Puyi the Company, it would be seriously detrimental to Puyi or the Company and its shareholders for such Form F-3 registration statement Registration to be effected at such time, in which event Puyi the Company shall have the right to defer the filing of the Form F-3 registration statement for a period of not more than one hundred twenty (120) days after receipt of the request of the Fanhua Parties right Holder(s) under this Section 5.32.3; provided, however, that Puyi the Company shall not utilize this right more than once in any twelve (12) -month period; provided further that during such one hundred twenty (iv) during 120)-day period, the period starting with the date sixty (60) days prior to ▇▇▇▇’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, Company shall not file any registration statement pertaining to securities the public offering of Puyi any Company Securities ; or (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan)iv) if, provided that ▇▇▇▇ is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that ▇▇▇▇’s estimate of within the 12-month period preceding the date of filing such registration statement is made in good faithrequest, the Company has already effected two (2) registrations on Form F-3 for the Rights Holders pursuant to this Section 2.3; or (v) in any particular jurisdiction in which Puyi would be required to qualify to do business or to execute during the period ending one hundred eighty (180) days after the effective date of a general consent to service of process in effecting such registration, qualification or compliance; or (vi) if Puyi has already effected one F-3 registration statement subject to Section 2.2; provided that the Rights Holders are entitled to join such registration in accordance with Section 2.2 hereof. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities as soon as practicable after receipt of the request or requests of the Rights Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.1 or 2.2, respectively. Subject to the Section 2.3(b), there shall be no limit on the number of times the Rights Holders may request registration of Registrable Securities under this Section 5.32.3.

Form F-3 Registration. (i) At any time during In case the three (3) year period following the expiration of the Lock-up Period, in case Puyi Company shall receive from any Fanhua Party holding, in the aggregate, at least twenty percent (20%) of the Puyi Exchange Shares issued hereunder Initiating Holders a written request or requests that Puyi the Company effect a registration on Form F-3, F-3 and any related qualification or compliance, compliance with respect to all or a part of the Preferred Registrable SharesSecurities owned by such Holder or Holders, Puyi shall the Company shall: (a) within twenty ten (2010) days after receipt of any such request request, give written notice of the proposed registration, and any related qualification or compliance, to all other Fanhua PartiesHolders of Preferred Registrable Securities; and (b) use its reasonable best efforts to effect, and include in such registration all Registrable Shares held by all such Fanhua Parties who wish to participate in such registration and provide Puyi with written requests for inclusion therein within fifteen (15) days after the receipt of ▇▇▇▇’s notice. Thereuponas soon as practicable, Puyi shall, at its expense, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Fanhua PartiesHolders’ Preferred Registrable Securities as are specified in such request, together with all or such portion of the Preferred Registrable Shares Securities of any other Fanhua Parties Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from Puyi; (ii) Notwithstanding the foregoingCompany; provided, if however, that the underwriter advises the Fanhua Parties in writing that marketing factors require a limitation of the number of shares to be underwritten (or, in the case such registration and offering shall not be underwritten, any other factor arises requiring such a limitation in the number of shares to be so registered), then there shall be included in such registration and underwriting to the extent necessary to satisfy such limitation the Registrable Shares held by the Fanhua Parties (pro rata to the respective number of Registrable Shares required by such Fanhua Parties to be included in the registration). (iii) Notwithstanding the foregoing, Puyi Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 5.3, (i) 1.4: a. if Form F-3 is not available for such offering by the Fanhua Parties; (ii) Holders; b. if the Fanhua PartiesHolders Preferred Registrable Securities, together with the holders of any other securities of Puyi the Company entitled to inclusion in such registration, propose to sell Registrable Shares Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than One Million United States dollars fifteen million US Dollars ($1,000,00015,000,000); (iii) ; c. if Puyi the Company shall furnish to the Fanhua Parties Holders a certificate signed by the President Chief Executive Officer or CEO Chairman of ▇▇▇▇ the Board stating that in the good faith judgment of the Board of Directors of Puyi Board, it would be seriously detrimental to Puyi or the Company and its shareholders for such Form F-3 registration statement Registration to be effected at such time, in which event Puyi the Company shall have the right to defer the filing of the Form F-3 registration statement for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Fanhua Parties Holder or Holders under this Section 5.31.4; provided, however, that Puyi the Company shall not utilize this right more than once in any twelve (12) month months period; ; d. if the Company has, within the twelve (iv) during the period starting with the date sixty (60) days prior to ▇▇▇▇’s estimated date of filing of, and ending on the date six (612) months immediately following the effective date of, any registration statement pertaining to securities of Puyi (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that ▇▇▇▇ is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that ▇▇▇▇’s estimate of period preceding the date of filing such registration statement is made in good faithrequest, already effected two (2) registrations on Form F-3 for the Holders pursuant to this Section 1.4; (v) or e. in any particular jurisdiction in which Puyi the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or . (vic) if Puyi has already effected one F-3 Subject to the foregoing, the Company shall file a registration statement under covering the Preferred Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 5.31.4 shall not be counted as requests for registration effected pursuant to Section 1.2.

Form F-3 Registration. (i) At In case the Company shall receive at any time during commencing six (6) months (or any longer period as required by law or regulation) after the three (3) year period following the expiration effective date of the Lock-up Period, in case Puyi shall receive IPO from any Fanhua Party holding, in the aggregate, at least twenty percent (20%) a Holder or Holders of the Puyi Exchange Shares issued hereunder Registrable Securities then outstanding a written request or requests that Puyi the Company effect a registration on Form F-3, F-3 and any related qualification or compliance, compliance with respect to all or a part of the Registrable SharesSecurities owned by the Holder, Puyi the Company shall within twenty (20) days after receipt of any such request promptly give written notice of such request to the proposed registrationother Holders and the Company shall: Use best efforts to effect, and any related qualification or complianceas soon as practicable, to all other Fanhua Parties, and include in such registration all Registrable Shares held by all such Fanhua Parties who wish to participate in such registration and provide Puyi with written requests for inclusion therein within fifteen (15) days after the receipt of ▇▇▇▇’s notice. Thereupon, Puyi shall, at its expense, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Fanhua Parties’ the Holder’s Registrable Securities as are specified in such request, together with request and all or Registrable Securities held by such portion of the Registrable Shares of any other Fanhua Parties joining Holders who wish to participate in such request as are specified in a demand registration and provide the Company with written request given requests for inclusion therein within fifteen (15) days after the receipt of such written notice from Puyi; (ii) Notwithstanding the foregoingCompany’s notice; provided, if however, that the underwriter advises the Fanhua Parties in writing that marketing factors require a limitation of the number of shares to be underwritten (or, in the case such registration and offering shall not be underwritten, any other factor arises requiring such a limitation in the number of shares to be so registered), then there shall be included in such registration and underwriting to the extent necessary to satisfy such limitation the Registrable Shares held by the Fanhua Parties (pro rata to the respective number of Registrable Shares required by such Fanhua Parties to be included in the registration). (iii) Notwithstanding the foregoing, Puyi Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 5.3, section 4: (i) if Form F-3 is not available for such offering by the Fanhua PartiesHolder; or (ii) if the Fanhua Parties, together with the holders of any other securities of Puyi entitled to inclusion in such registration, propose to sell Registrable Shares and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than One Million United States dollars ($1,000,000); (iii) if Puyi shall furnish to the Fanhua Parties a certificate signed by the President or CEO of ▇▇▇▇ stating that in the good faith judgment of the Board of Directors of Puyi it would be seriously detrimental to Puyi or its shareholders for such Form F-3 registration statement to be effected at such time, in which event Puyi shall have the right to defer the filing of the Form F-3 registration statement for a period of not more than one hundred twenty (120) days after receipt of the request of the Fanhua Parties under this Section 5.3; provided, however, that Puyi shall not utilize this right more than once in any twelve (12) month period; (iv) during the period starting with the date sixty (60) days prior to ▇▇▇▇’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of Puyi (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that ▇▇▇▇ is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that ▇▇▇▇’s estimate of the date of filing such registration statement is made in good faith; (v) in any particular jurisdiction in which Puyi the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or or (viiii) if Puyi has already effected one F-3 the requested registration would have an aggregate offering price of all Registrable Shares sought to be registered, net of underwriting discounts and commissions, below $1,500,000. Subject to the foregoing, the Company shall file a registration statement under this Section 5.3covering the Registrable Securities as soon as practicable after receipt of the request of a Holder as aforesaid.

Form F-3 Registration. (ia) At any time during In case the three (3) year period following the expiration of the Lock-up Period, in case Puyi Company shall receive from any Fanhua Party holding, in the aggregate, at least twenty percent (20%) of the Puyi Exchange Shares issued hereunder a Holder a written request or requests that Puyi the Company effect a registration Registration on Form F-3F-3 or S-3, as applicable (and any related qualification or compliance, ) with respect to all or any part of the Registrable SharesSecurities owned by such Holder, Puyi then the Company shall within twenty (20) days after receipt of any such request promptly give written notice of the proposed registrationRegistration and such Holder’s request therefor, and any related qualification or compliance, to all other Fanhua PartiesHolders; and, subject to the provisions of Sections 2.3(b) and include (c), as soon as practicable but in such registration all Registrable Shares held by all such Fanhua Parties who wish to participate in such registration and provide Puyi with written requests for inclusion therein within fifteen no later than forty-five (1545) days after the receipt of ▇▇▇▇’s notice. Thereupon, Puyi shall, at its expensethe request of such Holder, effect such registration Registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion Registrable Securities of such Fanhua Parties’ Registrable Securities Holder as are specified in such request, together with all or such portion of the Registrable Shares Securities of any other Fanhua Parties Holder joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from Puyi; (ii) Notwithstanding the foregoing, if the underwriter advises the Fanhua Parties in writing that marketing factors require a limitation of the number of shares to be underwritten (or, in the case such registration and offering shall not be underwritten, any other factor arises requiring such a limitation in the number of shares to be so registered), then there shall be included in such registration and underwriting to the extent necessary to satisfy such limitation the Registrable Shares held by the Fanhua Parties (pro rata to the respective number of Registrable Shares required by such Fanhua Parties to be included in the registration)Company. (iiib) Notwithstanding anything to the foregoingcontrary provided above, Puyi the Company shall not be obligated to effect any such registrationRegistration, qualification or compliance, compliance pursuant to this Section 5.3, 2.3: (i) if Form F-3 or S-3, as applicable, or similar form, is not available for such offering by the Fanhua Parties; Holders; (ii) if the Fanhua Partiessuch Holders, together with the holders of any other securities of Puyi the Company entitled to inclusion in such registrationRegistration, propose to sell Registrable Shares Securities and such other securities (if any) at an aggregate price to the public (net before payment of any underwriters’ discounts or commissions) of less than One Million United States dollars ($US$1,000,000); ; (iii) if Puyi the Company shall furnish to the Fanhua Parties Holder requesting such Registration a certificate signed by the President or CEO Chairman of ▇▇▇▇ the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of Puyi the Company, it would be seriously materially detrimental to Puyi or the Company and its shareholders for such Form F-3 registration statement Registration to be effected at such time, in which event Puyi the Company shall have the right to defer the filing of the Form F-3 registration statement Registration Statement no more than once during any twelve (12) month period for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Fanhua Parties Investor requesting Registration under this Section 5.3; provided, however, that Puyi shall not utilize this right more than once in any twelve (12) month period; (iv) during the period starting with the date sixty (60) days prior to ▇▇▇▇’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of Puyi (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan)2.3, provided that ▇▇▇▇ is actively employing in good faith reasonable efforts to cause the Company shall not register any of its other securities during such registration statement to become effective and that ▇▇▇▇’s estimate of the date of filing such registration statement is made in good faithninety (90) day period; or (viv) in any particular jurisdiction in which Puyi the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registrationRegistration, qualification or compliance; compliance unless the Company is already qualified to do business or (vi) if Puyi has already effected one F-3 registration statement under this Section 5.3subject to service of process in that jurisdiction and except as may be required by the Securities Act.

Form F-3 Registration. (i) At any time during In case the three (3) year period following the expiration of the Lock-up Period, in case Puyi Company shall receive from any Fanhua Party holding, Holder or Holders of Registrable Securities who together hold in the aggregate, at least twenty aggregate not less than ten percent (2010%) of the Puyi Exchange Shares issued hereunder Registrable Securities then outstanding a written request or requests that Puyi the Company effect a registration on Form F-3 (or any successor to Form F-3, ) or any similar short-form registration statement and any related qualification or compliance, compliance with respect to all or a part of the Registrable SharesSecurities owned by such Holder or Holders, Puyi shall the Company will: (a) within twenty ten (2010) days after receipt of any such request give written notice of the proposed registration, and any related qualification or compliance, to all other Fanhua PartiesHolders of Registrable Securities; and (b) as soon as practicable, and include in such registration all Registrable Shares held by all such Fanhua Parties who wish to participate in such registration and provide Puyi with written requests for inclusion therein any event within fifteen forty-five (1545) days after the receipt of ▇▇▇▇’s notice. Thereupon, Puyi shall, at its expensedays, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Fanhua PartiesHolder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Shares Securities of any other Fanhua Parties Holder or Holders joining in such request as are specified in a written request given within fifteen ten (1510) days after receipt of such written notice from Puyi; (ii) Notwithstanding the foregoingCompany; provided, if however, that the underwriter advises the Fanhua Parties in writing that marketing factors require a limitation of the number of shares to be underwritten (or, in the case such registration and offering shall not be underwritten, any other factor arises requiring such a limitation in the number of shares to be so registered), then there shall be included in such registration and underwriting to the extent necessary to satisfy such limitation the Registrable Shares held by the Fanhua Parties (pro rata to the respective number of Registrable Shares required by such Fanhua Parties to be included in the registration). (iii) Notwithstanding the foregoing, Puyi Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 5.3, 3.3: (i) if Form F-3 is not available for such offering by the Fanhua Parties; Holders, or (ii) if the Fanhua PartiesHolders, together with the holders of any other securities of Puyi the Company entitled to inclusion in such registration, propose to sell Registrable Shares Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than One Million United States one million dollars ($1,000,000); , or (iii) if, within thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 3.3, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement; (iv) if Puyi the Company shall furnish to the Fanhua Parties Holders a certificate signed by the President Chairman of the Board of Directors (or, in the absence of a Chairman of the Board, a lead independent director or CEO director exercising a similar function) of ▇▇▇▇ the Company stating that in the good faith judgment of the Board of Directors of Puyi the Company, it would be seriously detrimental to Puyi or the Company and its shareholders for such Form F-3 registration statement to be effected at such time, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under applicable law or a material agreement of the Company, in which event Puyi the Company shall have the right to defer the filing of the Form F-3 registration statement for a period of not more than one hundred twenty (120) days after receipt of the request of the Fanhua Parties Holder or Holders under this Section 5.33.3; provided, however, that Puyi shall the Company may not utilize invoke this right more than once in any twelve (12) month period; or (ivv) during if the Company has, within the twelve (12) month period starting with the date sixty (60) days prior to ▇▇▇▇’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of Puyi (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that ▇▇▇▇ is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that ▇▇▇▇’s estimate of preceding the date of filing such registration statement is made in good faith; request, already effected two (v2) registrations on Form F-3 for the Holders pursuant to this Section 3.3, or (vi) in any particular jurisdiction in which Puyi the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or . (vic) if Puyi has already effected one Subject to the foregoing, the Company shall file a Form F-3 registration statement under covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the requests of the Holders. Registrations effected pursuant to this Section 5.33.3 shall not be counted as demands for registration or registrations effected pursuant to Section 3.1.

Form F-3 Registration. (i) At any time during In the three (3) year period following event that the expiration of the Lock-up Period, in case Puyi Company shall receive from any Fanhua Party holding, in the aggregate, at least twenty percent (20%) of the Puyi Exchange Shares issued hereunder Major Shareholder or any ION Holder a written request or requests that Puyi the Company effect a shelf registration on Form F-3, and any related qualification or compliance, F-3 with respect to Registrable SharesSecurities (if no Form F-3 is then on file and available for use by the Holders), Puyi shall the Company will within twenty ten (2010) days after receipt of any such request give written notice of the proposed registration, and any related qualification or compliance, registration to all other Fanhua PartiesHolders, and include in such registration all Registrable Shares Securities held by all such Fanhua Parties Holders who wish to participate in such registration and provide Puyi the Company with written requests for inclusion therein within fifteen seven (157) days after the receipt of ▇▇▇▇the Company’s notice; provided that no Holder who is subject to a lockup with respect to such Holder’s Registrable Securities shall have any right to have such Registrable Securities participate in such registration or offering except to the extent such lockup has expired or been waived. Thereupon, Puyi shall, at its expense, the Company shall effect such registration and all such qualifications and compliances as may be reasonably so requested and as would permit or facilitate the sale and distribution of all or such portion of such Fanhua Parties’ Holder’s or Major Shareholder’s Registrable Securities as are specified in such request, together with all or such portion of the Registrable Shares Securities of any other Fanhua Parties Holder joining in such request as are specified in a written request given within fifteen seven (157) days after receipt of such written notice from Puyi; (ii) Notwithstanding the foregoing, if Company; provided that the underwriter advises the Fanhua Parties in writing that marketing factors require a limitation of the number of shares to be underwritten (or, in the case such registration and offering shall not be underwritten, any other factor arises requiring such a limitation in the number of shares to be so registered), then there shall be included in such registration and underwriting to the extent necessary to satisfy such limitation the Registrable Shares held by the Fanhua Parties (pro rata to the respective number of Registrable Shares required by such Fanhua Parties to be included in the registration). (iii) Notwithstanding the foregoing, Puyi Company shall not be obligated to effect any such registration, qualification qualification, compliance or complianceoffering, pursuant to this Section 5.32.5, (i) if Form F-3 is not available for such offering by the Fanhua Partiesregistration or offering; (ii) if the Fanhua Parties, together with the holders of any other securities of Puyi entitled to inclusion in such registration, propose to sell Registrable Shares and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than One Million United States dollars ($1,000,000); (iii) if Puyi Company shall furnish to the Fanhua Parties requesting Major Shareholder a certificate signed by the President or CEO Chief Executive Officer of ▇▇▇▇ the Company stating that in the good faith judgment of the Board of Directors of Puyi it would be seriously detrimental to Puyi the Company or its shareholders for such Form F-3 registration statement or Shelf Takedown pursuant thereto to be effected at such time, in which event Puyi the Company shall have the right to defer the filing of the Form F-3 registration statement or Shelf Takedown for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Fanhua Parties Major Shareholder under this Section 5.32.5; provided, however, provided that Puyi the Company shall not utilize this right more than once in any twelve (12) month period; or (iviii) during the period starting with the date sixty (60) days prior to ▇▇▇▇the Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of Puyi the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that ▇▇▇▇ the Company is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that ▇▇▇▇the Company’s estimate of the date of filing such registration statement is made in good faith; . The Holders may use such Form F-3 to dispose of their Registrable Securities on a non-underwritten basis, and may utilize such Form F-3 on an underwritten basis if requested by Initiating Holders (v) in with any particular jurisdiction in which Puyi would such request being deemed to be required a demand pursuant to qualify Section 2.3 and subject to do business the limits and rules set forth therein, mutatis mutandis). If requested by any Holder or Major Shareholder, the Company shall promptly file with the SEC such post-effective amendments or supplements to execute any such Form F-3 as may be necessary to name such Holder or Major Shareholder therein as a general consent selling shareholder and otherwise permit such Holder or Major Shareholder to service of process in effecting such registration, qualification or compliance; or (vi) if Puyi has already effected one F-3 registration statement under this Section 5.3sell Registrable Securities thereunder.

Form F-3 Registration. (i) At any time during In case the three (3) year period following the expiration of the Lock-up Period, in case Puyi Company shall receive from any Fanhua Party holding, Holder or Holders of Registrable Securities who together hold in the aggregate, at least twenty percent (20%) aggregate not less than 10% of the Puyi Exchange Shares issued hereunder Registrable Securities then outstanding a written request or requests that Puyi the Company effect a registration on Form F-3 (or any successor to Form F-3, ) or any similar short-form registration statement and any related qualification or compliance, compliance with respect to all or a part of the Registrable SharesSecurities owned by such Holder or Holders, Puyi shall within twenty the Company will: (20a) days after receipt of any such request promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Fanhua Parties, and include in such registration all Holders of Registrable Shares held by all such Fanhua Parties who wish to participate in such registration and provide Puyi with written requests for inclusion therein within fifteen Securities; and (15b) days after the receipt of ▇▇▇▇’s notice. Thereupon, Puyi shall, at its expenseas soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Fanhua PartiesHolder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Shares Securities of any other Fanhua Parties Holder or Holders joining in such request as are specified in a written request given within fifteen ten (1510) days after receipt of such written notice from Puyi; (ii) Notwithstanding the foregoingCompany; provided, if however, that the underwriter advises the Fanhua Parties in writing that marketing factors require a limitation of the number of shares to be underwritten (or, in the case such registration and offering shall not be underwritten, any other factor arises requiring such a limitation in the number of shares to be so registered), then there shall be included in such registration and underwriting to the extent necessary to satisfy such limitation the Registrable Shares held by the Fanhua Parties (pro rata to the respective number of Registrable Shares required by such Fanhua Parties to be included in the registration). (iii) Notwithstanding the foregoing, Puyi Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 5.3, 2.3: (i) if Form F-3 is not available for such offering by the Fanhua Parties; Holders, or (ii) if the Fanhua PartiesHolders, together with the holders of any other securities of Puyi the Company entitled to inclusion in such registration, propose to sell Registrable Shares Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than One Million United States one million dollars ($1,000,000); , or (iii) if, within thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 2.3, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement; (iv) if Puyi the Company shall furnish to the Fanhua Parties Holders a certificate signed by the President Chairman of the Board (or, in the absence of a Chairman of the Board, a lead independent director or CEO director exercising a similar function) of ▇▇▇▇ the Company stating that in the good faith judgment of the Board of Directors of Puyi Board, it would be seriously detrimental to Puyi or the Company and its shareholders for such Form F-3 registration statement to be effected at such time, in which event Puyi the Company shall have the right to defer the filing of the Form F-3 registration statement for a period of not more than one hundred twenty (120) days after receipt of the request of the Fanhua Parties Holder or Holders under this Section 5.32.3; providedor (v) if the Company has, however, that Puyi shall not utilize this right more than once in any within the twelve (12) month period; (iv) during the period starting with the date sixty (60) days prior to ▇▇▇▇’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of Puyi (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that ▇▇▇▇ is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that ▇▇▇▇’s estimate of preceding the date of filing such registration statement is made in good faith; request, already effected two (v2) registrations on Form F-3 for the Holders pursuant to this Section 2.3, or (vi) in any particular jurisdiction in which Puyi the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or . (vic) if Puyi has already effected one Subject to the foregoing, the Company shall file a Form F-3 registration statement under covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the requests of the Holders. Registrations effected pursuant to this Section 5.32.3 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1.

Form F-3 Registration. (i) At any time during In case the three (3) year period following the expiration of the Lock-up Period, in case Puyi Company shall receive from any Fanhua Party holding, in the aggregate, at least twenty percent (20%) Holder or Holders of the Puyi Exchange Shares issued hereunder Registrable Securities a written request or requests that Puyi the Company effect a registration on Form F-3, F-3 and any related qualification or compliance, compliance with respect to all or a part of the Registrable SharesSecurities owned by such Holder or Holders, Puyi shall within twenty the Company will: (20a) days after receipt of any such request promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Fanhua Parties, and include in such registration all Registrable Shares held by all such Fanhua Parties who wish to participate in such registration and provide Puyi with written requests for inclusion therein within fifteen Holders; and (15b) days after the receipt of ▇▇▇▇’s notice. Thereupon, Puyi shall, at its expenseas soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Fanhua PartiesHolder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Shares Securities of any other Fanhua Parties Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from Puyi; (ii) Notwithstanding the foregoingCompany; provided, if however, that the underwriter advises the Fanhua Parties in writing that marketing factors require a limitation of the number of shares to be underwritten (or, in the case such registration and offering shall not be underwritten, any other factor arises requiring such a limitation in the number of shares to be so registered), then there shall be included in such registration and underwriting to the extent necessary to satisfy such limitation the Registrable Shares held by the Fanhua Parties (pro rata to the respective number of Registrable Shares required by such Fanhua Parties to be included in the registration). (iii) Notwithstanding the foregoing, Puyi Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 5.33.11, (i) if Form F-3 is not available for such offering by the Fanhua PartiesHolders; (ii) if the Fanhua PartiesHolders, together with the holders of any other securities of Puyi the Company entitled to inclusion in such registration, propose to sell Registrable Shares Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than One Million United States dollars ($US$1,000,000)]; (iii) if Puyi the Company shall furnish to the Fanhua Parties Holders a certificate signed by the President or CEO Chief Executive Officer of ▇▇▇▇ the Company stating that in the good faith judgment of the Board of Directors of Puyi the Company it would be seriously detrimental to Puyi or the Company and its shareholders for such Form F-3 registration statement Registration to be effected at such time, in which event Puyi the Company shall have the right to defer the filing of the Form F-3 registration statement for a period of not more than one hundred and twenty (120) days after receipt of the request of the Fanhua Parties Holder or Holders under this Section 5.33.11; provided, however, that Puyi the Company shall not utilize this right more than once in any twelve (12) month period; or (iv) during the period starting with the date sixty (60) days prior to ▇▇▇▇’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of Puyi (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that ▇▇▇▇ is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that ▇▇▇▇’s estimate of the date of filing such registration statement is made in good faith; (v) in any particular jurisdiction in which Puyi the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (vi) if Puyi has already effected one F-3 registration statement under this Section 5.3.

Form F-3 Registration. (ia) At any time during In case the three (3) year period following the expiration of the Lock-up Period, in case Puyi Company shall receive from any Fanhua Party holding, in the aggregate, at least twenty percent (20%) of the Puyi Exchange Shares issued hereunder Investor a written request or requests that Puyi the Company effect a registration on Form F-3, F-3 (and any related qualification or compliance, ) with respect to all or any part of the Registrable SharesSecurities owned by the Investor, Puyi then the Company shall within twenty (20) days after receipt of any such request promptly give written notice of the proposed registrationregistration and the Investor’s request therefor, and any related qualification or compliance, to all other Fanhua Parties, Holders of Registrable Securities; and include in such registration all Registrable Shares held by all such Fanhua Parties who wish to participate in such registration and provide Puyi with written requests for inclusion therein within fifteen (15) days after the receipt of ▇▇▇▇’s notice. Thereupon, Puyi shall, at its expenseas soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Fanhua Parties’ Registrable Securities of the Investor as are specified in such request, together with all or such portion of the Registrable Shares Securities of any other Fanhua Parties Holders joining in such request as are specified in a written request given within fifteen twenty (1520) days after receipt of such written the Company provides the notice from Puyi; (ii) Notwithstanding the foregoing, if the underwriter advises the Fanhua Parties in writing that marketing factors require a limitation of the number of shares to be underwritten (or, in the case such registration and offering shall not be underwritten, any other factor arises requiring such a limitation in the number of shares to be so registered), then there shall be included in such registration and underwriting to the extent necessary to satisfy such limitation the Registrable Shares held by the Fanhua Parties (pro rata to the respective number of Registrable Shares required by such Fanhua Parties to be included in the registration)contemplated above. (iiib) Notwithstanding anything to the foregoingcontrary provided above, Puyi the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 5.3, 3.3: (i1) if Form F-3 is not available for such offering by the Fanhua Parties; Holders; (ii2) if the Fanhua Partiesaggregate anticipated price to the public of any Registrable Securities which such Holders propose to sell pursuant to such registration, together with the holders aggregate anticipated price to the public of any other securities of Puyi the Company entitled to inclusion in such registration, propose to sell Registrable Shares and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of is less than One Million United States dollars US$500,000 ($1,000,000or the equivalent thereof in other currencies); ; (iii3) if Puyi the Company shall furnish to the Fanhua Parties Holders a certificate signed by the President or CEO of ▇▇▇▇ Chief Executive Officer stating that in the good faith judgment of the Board of Directors of Puyi Board, it would be seriously materially detrimental to Puyi or the Company and its shareholders for such Form F-3 registration statement Registration to be effected at such time, in which event Puyi the Company shall have the right to defer the filing of the Form F-3 registration statement no more than once during any twelve (12) month period for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Fanhua Parties Investor or other Holders under this Section 5.33.3(a); provided, however, that Puyi the Company shall not utilize this right more than once in register any twelve of its other Shares during such ninety (1290) month day period; or (iv4) during if the period starting with Company has, within the date sixty (60) days prior to ▇▇▇▇’s estimated date of filing of, and ending on the date six (6) months immediately following month period preceding the effective date ofof such request, any already effected a registration statement pertaining to securities of Puyi (under the Securities Act other than a registration from which the Registrable Securities of securities in a Rule 145 transaction or Holders have been excluded (with respect to an employee benefit plan), provided that ▇▇▇▇ is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that ▇▇▇▇’s estimate all or any portion of the date of filing such registration statement is made Registrable Securities the Holders requested be included in good faith; (v) in any particular jurisdiction in which Puyi would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification ) pursuant to Section 3.1(b) or compliance; or (vi) if Puyi has already effected one F-3 registration statement under this Section 5.33.2(b).

Form F-3 Registration. (ia) At any time during In case the three (3) year period following the expiration of the Lock-up Period, in case Puyi Company shall receive from any Fanhua Party holding, in the aggregate, at least twenty percent (20%) of the Puyi Exchange Shares issued hereunder Investor a written request or requests that Puyi the Company effect a registration Registration on Form F-3, F-3 (and any related qualification or compliance, ) with respect to all or any part of the Registrable SharesSecurities owned by the Investor, Puyi shall within twenty then, subject to the provisions of this Sections 2.2(b) and (20c), as soon as practicable but in no event later than forty-five (45) days after receipt of any such the request give written notice of the proposed registration, and any related qualification or compliance, to all other Fanhua Parties, and include in such registration all Registrable Shares held by all such Fanhua Parties who wish to participate in such registration and provide Puyi with written requests for inclusion therein within fifteen (15) days after the receipt of ▇▇▇▇’s notice. Thereupon, Puyi shall, at its expenseInvestor, effect such registration Registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Fanhua Parties’ Registrable Securities of the Investor as are specified in such request, together with all or such portion of the Registrable Shares of any other Fanhua Parties joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from Puyi; (ii) Notwithstanding the foregoing, if the underwriter advises the Fanhua Parties in writing that marketing factors require a limitation of the number of shares to be underwritten (or, in the case such registration and offering shall not be underwritten, any other factor arises requiring such a limitation in the number of shares to be so registered), then there shall be included in such registration and underwriting to the extent necessary to satisfy such limitation the Registrable Shares held by the Fanhua Parties (pro rata to the respective number of Registrable Shares required by such Fanhua Parties to be included in the registration). (iiib) Notwithstanding anything to the foregoingcontrary provided above, Puyi the Company shall not be obligated to effect any such registrationRegistration, qualification or compliance, compliance pursuant to this Section 5.3, 2.2: (i1) if Form F-3 is not available for such offering by the Fanhua Parties; Investor; (ii2) if the Fanhua Parties, together with the holders of any other securities of Puyi entitled to inclusion in such registration, propose Investor proposes to sell Registrable Shares Securities and such other securities (if any) at an aggregate price to the public (net before payment of any underwriters’ discounts or commissions) of less than One Million United States dollars US$5,000,000; ($1,000,000); (iii3) if Puyi the Company shall furnish to the Fanhua Parties Investor a certificate signed by the President or CEO Chairman of ▇▇▇▇ the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of Puyi the Company, it would be seriously materially detrimental to Puyi or the Company and its shareholders for such Form F-3 registration statement Registration to be effected at such time, in which event Puyi the Company shall have the right to defer the filing of the Form F-3 registration statement Registration Statement no more than once during any twelve (12) month period for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Fanhua Parties Investor requesting Registration under this Section 5.3; provided, however, that Puyi shall not utilize this right more than once in any twelve (12) month period; (iv) during the period starting with the date sixty (60) days prior to ▇▇▇▇’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of Puyi (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan)2.2, provided that ▇▇▇▇ is actively employing in good faith reasonable efforts to cause the Company shall not register any of its other securities during such registration statement to become effective and that ▇▇▇▇’s estimate of the date of filing such registration statement is made in good faith; ninety (v90) day period; (4) in any particular jurisdiction in which Puyi the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registrationRegistration, qualification or compliancecompliance unless the Company is already qualified to do business or subject to service of process in that jurisdiction and except as may be required by the Securities Act; or or (vi5) if Puyi has the Company has, within the twelve (12)-month period preceding the date of such request, already effected one two (2) Registrations on Form F-3 registration statement under for the Investor pursuant to this Section 5.32.2 excluding any Registrations from which Registrable Securities have been excluded despite the Investor’s request that they be included.

Form F-3 Registration. (ia) At any time during In case the three (3) year period following the expiration of the Lock-up Period, in case Puyi Company shall receive from any Fanhua Party holding, in the aggregate, at least twenty percent (20%Eligible Holder(s) of the Puyi Exchange Shares issued hereunder a written request or requests that Puyi the Company effect a registration on Form F-3, F-3 (and any related qualification or compliance, ) with respect to Registrable Shares, Puyi shall within twenty (20) days after receipt of all or any such request give written notice part of the proposed registrationRegistrable Securities owned by the Investor, and any related qualification or compliance, to all other Fanhua Parties, and include in such registration all Registrable Shares held by all such Fanhua Parties who wish to participate in such registration and provide Puyi with written requests for inclusion therein within fifteen (15) days after then the receipt of ▇▇▇▇’s notice. Thereupon, Puyi Company shall, at its expenseas soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Fanhua Parties’ Registrable Securities of the Holders as are specified in such request, together with all or such portion of the Registrable Shares Securities of any other Fanhua Parties Holders joining in such request as are specified in a written request given within fifteen twenty (1520) days after receipt of such written the Company provides the notice from Puyi; (ii) Notwithstanding the foregoing, if the underwriter advises the Fanhua Parties in writing that marketing factors require a limitation of the number of shares to be underwritten (or, in the case such registration and offering shall not be underwritten, any other factor arises requiring such a limitation in the number of shares to be so registered), then there shall be included in such registration and underwriting to the extent necessary to satisfy such limitation the Registrable Shares held by the Fanhua Parties (pro rata to the respective number of Registrable Shares required by such Fanhua Parties to be included in the registration)contemplated above. (iiib) Notwithstanding anything to the foregoingcontrary provided above, Puyi the Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 5.3, 2.3: (i1) if Form F-3 is not available for such offering by the Fanhua Parties; Holders; (ii2) if the Fanhua Partiesaggregate anticipated price to the public of any Registrable Securities which such Holders propose to sell pursuant to such registration, together with the holders aggregate anticipated price to the public of any other securities of Puyi the Company entitled to inclusion in such registration, propose to sell Registrable Shares and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of is less than One Million United States dollars US$500,000 ($1,000,000or the equivalent thereof in other currencies); ; (iii3) if Puyi the Company shall furnish to the Fanhua Parties Holders a certificate signed by the President or CEO of ▇▇▇▇ Chief Executive Officer stating that in the good faith judgment of the Board of Directors of Puyi Board, it would be seriously materially detrimental to Puyi or the Company and its shareholders for such Form F-3 registration statement Registration to be effected at such time, in which event Puyi the Company shall have the right to defer the filing of the Form F-3 registration statement no more than once during any twelve (12) month period for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Fanhua Parties Investor under this Section 5.32.3(a); provided, however, that Puyi the Company shall not utilize this right more than once in register any twelve of its other Shares during such ninety (1290) month day period; or (iv4) during if the period starting with Company has, within the date sixty (60) days prior to ▇▇▇▇’s estimated date of filing of, and ending on the date six (6) months immediately following month period preceding the effective date ofof such request, any already effected a registration statement pertaining to securities of Puyi (under the Securities Act other than a registration of securities in a Rule 145 transaction or from which the Registrable Securities have been excluded (with respect to an employee benefit plan), provided that ▇▇▇▇ is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that ▇▇▇▇’s estimate all or any portion of the date of filing such registration statement is made Registrable Securities the Holders requested be included in good faith; (v) in any particular jurisdiction in which Puyi would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification ) pursuant to Section 2.1(b) or compliance; or (vi) if Puyi has already effected one F-3 registration statement under this Section 5.32.2(b).

Form F-3 Registration. (ia) After the Company meets the eligibility requirements applicable for the use of Form F-3, the Company will use its best efforts to make, at all times thereafter, registration of Form F-3 available for the sale of Registrable Securities. At any time during thereafter, if the three (3) year period following the expiration of the Lock-up Period, in case Puyi Company shall receive from any Fanhua Party holding, in the aggregate, at least twenty percent (20%) of the Puyi Exchange Shares issued hereunder have received a written request or requests (the “Form F-3 Request”) from Shareholders holding at least 30% of the voting power underlying the outstanding Registrable Securities (the “Form F-3 Initiators”), then any Shareholder shall have the right to request that Puyi the Company effect a registration on Form F-3, F-3 and any related qualification or compliance, compliance with respect to Registrable Shares, Puyi shall within twenty (20) days after receipt of any such request give written notice of the proposed registration, and any related qualification or compliance, to all other Fanhua Parties, and include in such registration all Registrable Shares held by all such Fanhua Parties who wish to participate in such registration and provide Puyi with written requests for inclusion therein within fifteen (15) days after the receipt of ▇▇▇▇’s notice. Thereupon, Puyi shall, at its expense, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Fanhua Parties’ Registrable Securities as are specified in such request, together with all or such portion a part of the Registrable Shares of any other Fanhua Parties joining in Securities owned by such request as are specified in a written request given within fifteen holder (15) days after receipt of such written notice from Puyi; (ii) Notwithstanding the foregoing, if the underwriter advises the Fanhua Parties requests to be in writing that marketing factors require a limitation of and stating the number of shares of Registrable Securities to be underwritten (or, in disposed of and the case intended methods of disposition of such registration and offering shall not be underwritten, any other factor arises requiring Shares by such a limitation in the number holders of shares to be so registeredRegistrable Securities), then there shall be included in such registration and underwriting to provided, however, that the extent necessary to satisfy such limitation the Registrable Shares held by the Fanhua Parties (pro rata to the respective number of Registrable Shares required by such Fanhua Parties to be included in the registration). (iii) Notwithstanding the foregoing, Puyi Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 5.3, Clause 2.4: (i) if Form F-3 is not available for such offering by the Fanhua Parties; (ii) if the Fanhua Parties, together with the holder or holders of any other securities of Puyi entitled to inclusion in such registration, propose Registrable Securities proposing to sell Registrable Shares Securities intend to sell such Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts underwriter’s commission or commissionsdiscounts) of less than One Million US$1,000,000 (one million United States dollars Dollars); ($1,000,000)ii) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form F-3 for a holder or holders of Registrable Securities pursuant to this Clause 2.4; or (iii) if Puyi shall furnish in the circumstances described in Clause 2.2(b)(iv) or (v). (b) If a request complying with the requirements of Clause 2.4(a) is delivered to the Fanhua Parties Company, the provisions of Clause 2.2(a)(i) and (ii) shall apply to such registration. If the registration is for an underwritten offering, the provisions of Clause 2.2 (c), (d) and (e) shall apply to such registration. (c) Subject to the foregoing, the Company shall use its best efforts to file a certificate signed by the President or CEO of ▇▇▇▇ stating that in the good faith judgment of the Board of Directors of Puyi it would be seriously detrimental to Puyi or its shareholders for such registration statement on Form F-3 registration statement covering the Registrable Securities and other Shares so requested to be effected at such time, in which event Puyi shall have the right to defer the filing of the Form F-3 registration statement for a period of not more than one hundred twenty (120) days registered as soon as practicable after receipt of the request or requests of the Fanhua Parties under this Section 5.3; provided, however, that Puyi shall not utilize this right more than once in any twelve (12) month period; (iv) during the period starting with the date sixty (60) days prior to ▇▇▇▇’s estimated date holder or holders of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of Puyi (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that ▇▇▇▇ is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that ▇▇▇▇’s estimate of the date of filing such registration statement is made in good faith; (v) in any particular jurisdiction in which Puyi would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (vi) if Puyi has already effected one F-3 registration statement under this Section 5.3Registrable Securities.

Form F-3 Registration. (i) At any time during In case the three (3) year period following the expiration of the Lock-up Period, in case Puyi Company shall receive from any Fanhua Party holding, in the aggregate, Holders (including each of the Investors) of at least twenty percent (20%) 25% of the Puyi Exchange Shares issued hereunder Registrable Securities a written request or requests that Puyi the Company effect a registration on Form F-3, F-3 and any related qualification or compliance, compliance with respect to all or a part of the Registrable SharesSecurities owned by such Holder or Holders, Puyi shall within twenty the Company shall: (20a) days after receipt of any such request promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Fanhua PartiesHolders; and (b) use best efforts to effect, and include in such registration all Registrable Shares held by all such Fanhua Parties who wish to participate in such registration and provide Puyi with written requests for inclusion therein within fifteen (15) days after the receipt of ▇▇▇▇’s notice. Thereuponas soon as practicable, Puyi shall, at its expense, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Fanhua PartiesHolders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Shares Securities of any other Fanhua Parties Holders joining in such request as are specified in a written request given within fifteen (15) IS days after receipt of such written notice from Puyi; (ii) Notwithstanding the foregoingCompany, if provided, however, that the underwriter advises the Fanhua Parties in writing that marketing factors require a limitation of the number of shares to be underwritten (or, in the case such registration and offering shall not be underwritten, any other factor arises requiring such a limitation in the number of shares to be so registered), then there shall be included in such registration and underwriting to the extent necessary to satisfy such limitation the Registrable Shares held by the Fanhua Parties (pro rata to the respective number of Registrable Shares required by such Fanhua Parties to be included in the registration). (iii) Notwithstanding the foregoing, Puyi Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 5.3, Clause 21.3: (i) if Form F-3 is not available for such offering by the Fanhua Parties; Holders; (ii) if the Fanhua PartiesHolders, together with the holders of any other securities of Puyi the Company entitled to inclusion in such registration, propose to sell Registrable Shares Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than One Million United States dollars ($1,000,000); 3,000,000; (iii) if Puyi the Company shall furnish to the Fanhua Parties Holders a certificate signed by the President CEO or CEO Chairman of ▇▇▇▇ the Board stating that in the good faith judgment of the Board of Directors of Puyi the Company, it would be seriously detrimental to Puyi or the Company and its shareholders Shareholders for such Form F-3 registration statement Registration to be effected at such time, in which event Puyi the Company shall have the right to defer the filing of the Form F-3 registration statement for a period of not more than one hundred twenty (120) 90 days after receipt of the request of the Fanhua Parties Holder or Holders under this Section 5.3Clause 21.3; provided, however, that Puyi the Company shall not utilize utilise this right more than once in any twelve (12) month period; or (iv) during if the Company has, within the 12 month period starting with the date sixty (60) days prior to ▇▇▇▇’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of Puyi (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that ▇▇▇▇ is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that ▇▇▇▇’s estimate of preceding the date of filing such request, already effected two registrations on Form F-3 for the Holders pursuant to this Clause 21.3. (c) Subject to the foregoing, the Company shall file a registration statement is made in good faith; (v) in any particular jurisdiction in which Puyi would covering the Registrable Securities and other securities so requested to be required registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to qualify this Clause 21.3 shall not be counted as requests for registration effected pursuant to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (vi) if Puyi has already effected one F-3 registration statement under this Section 5.3Clause 21.1.

Form F-3 Registration. (i) At any time during In case the three (3) year period following the expiration of the Lock-up Period, in case Puyi Company shall receive from any Fanhua Party holding, in the aggregate, at least twenty percent (20%) of the Puyi Exchange Shares issued hereunder Initiating Holders a written request or requests that Puyi the Company effect a registration on Form F-3, and at a time when the Company is eligible to register securities for a secondary offering by its stockholders on SEC Securities Act Form F-3 (or any related qualification or compliancesuccessor form to Form F-3, with respect to Registrable Sharesregardless of its designation), Puyi shall the Company shall: 4.1 within twenty ten (2010) days after receipt of any such request request, give written notice of the proposed registration, and any related qualification or compliance, to all other Fanhua PartiesHolders; and 4.2 use its best efforts to effect, and include in such registration all Registrable Shares held by all such Fanhua Parties who wish to participate in such registration and provide Puyi with written requests for inclusion therein within fifteen (15) days after the receipt of ▇▇▇▇’s notice. Thereuponas soon as practicable, Puyi shall, at its expense, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Fanhua PartiesHolders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Shares Securities of any other Fanhua Parties Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from Puyi; (ii) Notwithstanding the foregoingCompany; provided, if however, that the underwriter advises the Fanhua Parties in writing that marketing factors require a limitation of the number of shares to be underwritten (or, in the case such registration and offering shall not be underwritten, any other factor arises requiring such a limitation in the number of shares to be so registered), then there shall be included in such registration and underwriting to the extent necessary to satisfy such limitation the Registrable Shares held by the Fanhua Parties (pro rata to the respective number of Registrable Shares required by such Fanhua Parties to be included in the registration). (iii) Notwithstanding the foregoing, Puyi Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 5.3, 4: (ia) if Form F-3 is not available for such offering by the Fanhua Parties; Holders; (iib) if the Fanhua PartiesHolders, together with the holders of any other securities of Puyi the Company entitled to inclusion in such registration, propose to sell Registrable Shares Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than One Million United States dollars ($1,000,000); ; (iiic) if Puyi shall furnish to the Fanhua Parties a certificate signed by Company has, within the President or CEO of ▇▇▇▇ stating that in the good faith judgment of the Board of Directors of Puyi it would be seriously detrimental to Puyi or its shareholders for such Form F-3 registration statement to be effected at such time, in which event Puyi shall have the right to defer the filing of the Form F-3 registration statement for a period of not more than one hundred twenty (120) days after receipt of the request of the Fanhua Parties under this Section 5.3; provided, however, that Puyi shall not utilize this right more than once in any twelve (12) month period; (iv) during the period starting with the date sixty (60) days prior to ▇▇▇▇’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of Puyi (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that ▇▇▇▇ is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that ▇▇▇▇’s estimate of preceding the date of filing such registration statement is made in good faithrequest, already effected two registrations on Form F-3 for the Holders pursuant to this Section 4; or (vd) in any particular jurisdiction in which Puyi the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; it being understood that if the Company has registered its securities in a certain state in the United States in which a registration is required pursuant to this Section 24 – it will not be able to excuse itself from the request based on this exclusion. (e) If the Company shall furnish to all the holders of Registrable Securities who joined in the request for registration pursuant to Section 4 a certificate signed by the Chief Executive Officer or (vi) if Puyi has already Chairman of the Board of Directors of the Company according to which in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company for any registration to be effected one F-3 as requested under Section 4, then the Company shall have the right to defer the filing of a registration statement under the Securities Act with respect to such requested offering for a period of not more than ninety (90) days from delivery of the request of the Holders in accordance with Section 4.1 above; provided, however, that the Company may not utilize this right more than once in any twelve-month period; and provided further that the Company shall not register any securities for the account of itself or any other shareholder during such 90-day period (other than (i) a registration relating solely to the sale of securities of participants in a Company equity incentive plan or a corporate reorganization or transaction under Rule 145 of the Act, a registration or (ii) a registration by the Company which commenced prior to the registration provided under this Section 5.34). 4.3 Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 4 shall not be counted as requests for registration effected pursuant to Section 2 and there shall be no limit on such requests.

Form F-3 Registration. (i) At any time during The Company shall use its best efforts to qualify for registration on Form F-3. In case the three (3) year period following the expiration of the Lock-up Period, in case Puyi Company shall receive from any Fanhua Party holding, in the aggregate, at least twenty percent (20%) of the Puyi Exchange Shares issued hereunder Rights Holder a written request or requests that Puyi the Company effect a registration on Form F-3, F-3 or any comparable or successor form and any related qualification or compliance, compliance with respect to all or a part of the Registrable SharesSecurities owned by such Rights Holder, Puyi shall within twenty the Company shall: (20a) days after receipt of any such request promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Fanhua Partiesrights holders; (b) use its best efforts to effect, and include in such registration all Registrable Shares held by all such Fanhua Parties who wish to participate in such registration and provide Puyi with written requests for inclusion therein within fifteen (15) days after the receipt of ▇▇▇▇’s notice. Thereuponas soon as practicable, Puyi shall, at its expense, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Fanhua Parties’ Rights Holder’s Registrable Securities as are specified in such request, together with all or such portion of the Registrable Shares of any other Fanhua Parties joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from Puyi; (ii) Notwithstanding the foregoingCompany; provided, if however, that the underwriter advises the Fanhua Parties in writing that marketing factors require a limitation of the number of shares to be underwritten (or, in the case such registration and offering shall not be underwritten, any other factor arises requiring such a limitation in the number of shares to be so registered), then there shall be included in such registration and underwriting to the extent necessary to satisfy such limitation the Registrable Shares held by the Fanhua Parties (pro rata to the respective number of Registrable Shares required by such Fanhua Parties to be included in the registration). (iii) Notwithstanding the foregoing, Puyi Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 5.3, 2.3: (i) if Form F-3 is not available for such offering by the Fanhua Parties; Rights Holder; (ii) if the Fanhua Parties, together with the holders of any other securities of Puyi entitled to inclusion in such registration, propose Rights Holder intends to sell Registrable Shares and such other securities (if any) Securities at an aggregate price to the public (net after the deduction of any underwriters’ discounts or commissions) of less than One Million United States dollars ($1,000,000); US$500,000; (iii) if Puyi the Company shall furnish to the Fanhua Parties Rights Holder a certificate signed by the President or CEO Chief Executive Officer of ▇▇▇▇ the Company stating that in the good faith judgment of the Board of Directors of Puyi the Company, it would be seriously detrimental to Puyi or the Company and its shareholders for such Form F-3 registration statement Registration to be effected at such time, in which event Puyi the Company shall have the right to defer the filing of the Form F-3 registration statement for a period of not more than one hundred twenty (120) days after receipt of the request of the Fanhua Parties rights Holder(s) under this Section 5.32.3; provided, however, that Puyi the Company shall not utilize this right more than once in any twelve (12) -month period; provided further that during such one hundred twenty (iv) during 120)-day period, the period starting with the date sixty (60) days prior to ▇▇▇▇’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, Company shall not file any registration statement pertaining to securities the public offering of Puyi any Company Securities ; or (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan)iv) if, provided that ▇▇▇▇ is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that ▇▇▇▇’s estimate of within the 12-month period preceding the date of filing such registration statement is made in good faithrequest, the Company has already effected two (2) registrations on Form F-3 for the Rights Holder pursuant to this Section 2.3; or (v) in any particular jurisdiction in which Puyi would be required to qualify to do business or to execute during the period ending one hundred eighty (180) days after the effective date of a general consent to service of process in effecting such registration, qualification or compliance; or (vi) if Puyi has already effected one F-3 registration statement subject to Section 2.2; provided that the Rights Holder is entitled to join such registration in accordance with Section 2.2 hereof; and (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities as soon as practicable after receipt of the request or requests of the Rights Holder. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.1 or 2.2, respectively. Subject to the Section 2.3(b), there shall be no limit on the number of times the Rights Holder may request registration of Registrable Securities under this Section 5.32.3.

Form F-3 Registration. (i) At any time during In case the three (3) year period following the expiration of the Lock-up Period, in case Puyi Company shall receive from any Fanhua Party holding, in the aggregate, Holders of at least twenty percent (20%) of the Puyi Exchange Shares issued hereunder Registrable Securities (for purposes of this Section 1.4, the “Initiating Holders”) a written request or requests that Puyi the Company effect a registration on Form F-3, F-3 and any related qualification or compliance, compliance with respect to all or a part of the Registrable SharesSecurities owned by such Holder or Holders, Puyi shall within twenty the Company shall: (20a) days after receipt of any such request promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Fanhua PartiesHolders; and (b) use all commercially reasonable efforts to effect, and include in such registration all Registrable Shares held by all such Fanhua Parties who wish to participate in such registration and provide Puyi with written requests for inclusion therein within fifteen (15) days after the receipt of ▇▇▇▇’s notice. Thereuponas soon as practicable, Puyi shall, at its expense, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Fanhua PartiesHolders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Shares Securities of any other Fanhua Parties Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from Puyi; (ii) Notwithstanding the foregoingCompany, if provided, however, that the underwriter advises the Fanhua Parties in writing that marketing factors require a limitation of the number of shares to be underwritten (or, in the case such registration and offering shall not be underwritten, any other factor arises requiring such a limitation in the number of shares to be so registered), then there shall be included in such registration and underwriting to the extent necessary to satisfy such limitation the Registrable Shares held by the Fanhua Parties (pro rata to the respective number of Registrable Shares required by such Fanhua Parties to be included in the registration). (iii) Notwithstanding the foregoing, Puyi Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 5.3, section 1.4: (i) if Form F-3 is not available for such offering by the Fanhua Parties; Holders; (ii) if the Fanhua PartiesHolders, together with the holders of any other securities of Puyi the Company entitled to inclusion in such registration, propose to sell Registrable Shares Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than One Million United States dollars ($US$1,000,000); ; (iii) if Puyi the Company shall furnish to the Fanhua Parties Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the President Company’s Chief Executive Officer or CEO Chairman of ▇▇▇▇ the Board stating that in the good faith judgment of the Board of Directors of Puyi Directors, it would be seriously detrimental to Puyi or the Company and its shareholders for such Form F-3 registration statement to be effected at such time, in which event Puyi the Company shall have the right to defer the such filing of the Form F-3 registration statement for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Fanhua Parties under this Section 5.3; providedInitiating Holders, however, provided that Puyi such right shall be exercised by the Company not utilize this right more than once in any twelve-month period and provided further that the Company shall not register any securities for the account of itself or any other shareholder during such ninety (90) day period (other than a registration relating solely to the sale of securities of participants in a Company shares plan, a registration relating to a corporate reorganization or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Ordinary Shares being registered are Ordinary Shares issuable upon conversion of debt securities that are also being registered); or (iv) if the Company has, within the twelve (12) month period; (iv) during the period starting with the date sixty (60) days prior to ▇▇▇▇’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of Puyi (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that ▇▇▇▇ is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that ▇▇▇▇’s estimate of preceding the date of filing such request, already effected two registrations on Form F-3 for the Holders pursuant to this Section 1.4. (c) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2). (d) Subject to the foregoing, the Company shall file a registration statement is made in good faith; (v) in any particular jurisdiction in which Puyi would covering the Registrable Securities and other securities so requested to be required registered as soon as practicable after receipt of the request or requests of the Initiating Holders. Registrations effected pursuant to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (vi) if Puyi has already effected one F-3 registration statement under this Section 5.31.4 shall not be counted as requests for registration effected pursuant to Sections 1.2.

Form F-3 Registration. (ia) At any time during In case the three (3) year period following the expiration of the Lock-up Period, in case Puyi Company shall receive from any Fanhua Party holding, in the aggregate, at least twenty percent (20%) of the Puyi Exchange Shares issued hereunder Investor a written request or requests that Puyi the Company effect a registration Registration on Form F-3, F-3 (and any related qualification or compliance, ) with respect to all or any part of the Registrable SharesSecurities owned by the Investor, Puyi then the Company shall within twenty (20) days after receipt of any such request promptly give written notice of the proposed registrationRegistration and the Investor’s request therefor, and any related qualification or compliance, to all other Fanhua PartiesHolders and the Existing Registration Right Holders; and, subject to the provisions of this Sections 2.2(b) and include (c), as soon as practicable but in such registration all Registrable Shares held by all such Fanhua Parties who wish to participate in such registration and provide Puyi with written requests for inclusion therein within fifteen no later than forty-five (1545) days after the receipt of ▇▇▇▇’s notice. Thereupon, Puyi shall, at its expensethe request of such Investor, effect such registration Registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Fanhua Parties’ Registrable Securities of the Investor as are specified in such request, together with all or such portion of the Registrable Shares Securities of any other Fanhua Parties Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from Puyi; (ii) Notwithstanding the foregoing, if the underwriter advises the Fanhua Parties in writing that marketing factors require a limitation of the number of shares to be underwritten (or, in the case such registration and offering shall not be underwritten, any other factor arises requiring such a limitation in the number of shares to be so registered), then there shall be included in such registration and underwriting to the extent necessary to satisfy such limitation the Registrable Shares held by the Fanhua Parties (pro rata to the respective number of Registrable Shares required by such Fanhua Parties to be included in the registration)Company. (iiib) Notwithstanding anything to the foregoingcontrary provided above, Puyi the Company shall not be obligated to effect any such registrationRegistration, qualification or compliance, compliance pursuant to this Section 5.3, 2.2: (i1) if Form F-3 is not available for such offering by the Fanhua Parties; Holders; (ii2) if the Fanhua Partiessuch Holders, together with the holders of any other securities of Puyi the Company entitled to inclusion in such registrationRegistration, propose to sell Registrable Shares Securities and such other securities (if any) at an aggregate price to the public (net before payment of any underwriters’ discounts or commissions) of less than One Million United States dollars US$5,000,000; ($1,000,000); (iii3) if Puyi the Company shall furnish to the Fanhua Parties Investor requesting such Registration a certificate signed by the President or CEO Chairman of ▇▇▇▇ the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of Puyi the Company, it would be seriously materially detrimental to Puyi or the Company and its shareholders for such Form F-3 registration statement Registration to be effected at such time, in which event Puyi the Company shall have the right to defer the filing of the Form F-3 registration statement Registration Statement no more than once during any twelve (12) month period for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Fanhua Parties Investor requesting Registration under this Section 5.3; provided, however, that Puyi shall not utilize this right more than once in any twelve (12) month period; (iv) during the period starting with the date sixty (60) days prior to ▇▇▇▇’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of Puyi (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan)2.2, provided that ▇▇▇▇ is actively employing in good faith reasonable efforts to cause the Company shall not register any of its other securities during such registration statement to become effective and that ▇▇▇▇’s estimate of the date of filing such registration statement is made in good faith; ninety (v90) day period; (4) in any particular jurisdiction in which Puyi the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registrationRegistration, qualification or compliancecompliance unless the Company is already qualified to do business or subject to service of process in that jurisdiction and except as may be required by the Securities Act; or or (vi5) if Puyi has the Company has, within the twelve (12)-month period preceding the date of such request, already effected one two (2) Registrations on Form F-3 registration statement under for the Investor pursuant to this Section 5.32.2 excluding any Registrations from which Registrable Securities have been excluded despite an Investor’s request that they be included.

Form F-3 Registration. (i) At any time during In the three (3) year period following event that the expiration of the Lock-up Period, in case Puyi Company shall receive from any Fanhua Party holding, in Major Shareholder or the aggregate, at least twenty percent (20%) of the Puyi Exchange Shares issued hereunder Sponsor a written request or requests that Puyi the Company effect a shelf registration on Form F-3, and any related qualification or compliance, F-3 with respect to Registrable SharesSecurities (if no Form F-3 is then on file and available for use by the Holders), Puyi shall the Company will within twenty ten (2010) days after receipt of any such request give written notice of the proposed registration, and any related qualification or compliance, registration to all other Fanhua PartiesHolders, and include in such registration all Registrable Shares Securities held by all such Fanhua Parties Holders who wish to participate in such registration and provide Puyi the Company with written requests for inclusion therein within fifteen seven (157) days after the receipt of ▇▇▇▇the Company’s notice; provided that no Holder who is subject to a lockup with respect to such Holder’s Registrable Securities shall have any right to have such Registrable Securities participate in such registration or offering except to the extent such lockup has expired or been waived. Thereupon, Puyi shall, at its expense, the Company shall effect such registration and all such qualifications and compliances as may be reasonably so requested and as would permit or facilitate the sale and distribution of all or such portion of such Fanhua Parties’ Holder’s or Major Shareholder’s Registrable Securities as are specified in such request, together with all or such portion of the Registrable Shares Securities of any other Fanhua Parties Holder joining in such request as are specified in a written request given within fifteen seven (157) days after receipt of such written notice from Puyi; (ii) Notwithstanding the foregoing, if Company; provided that the underwriter advises the Fanhua Parties in writing that marketing factors require a limitation of the number of shares to be underwritten (or, in the case such registration and offering shall not be underwritten, any other factor arises requiring such a limitation in the number of shares to be so registered), then there shall be included in such registration and underwriting to the extent necessary to satisfy such limitation the Registrable Shares held by the Fanhua Parties (pro rata to the respective number of Registrable Shares required by such Fanhua Parties to be included in the registration). (iii) Notwithstanding the foregoing, Puyi Company shall not be obligated to effect any such registration, qualification qualification, compliance or complianceoffering, pursuant to this Section 5.32.5, (i) if Form F-3 is not available for such offering by the Fanhua Partiesregistration or offering; (ii) if the Fanhua Parties, together with the holders of any other securities of Puyi entitled to inclusion in such registration, propose to sell Registrable Shares and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than One Million United States dollars ($1,000,000); (iii) if Puyi Company shall furnish to the Fanhua Parties requesting Major Shareholder a certificate signed by the President or CEO Chief Executive Officer of ▇▇▇▇ the Company stating that in the good faith judgment of the Board of Directors of Puyi it would be seriously detrimental to Puyi the Company or its shareholders for such Form F-3 registration statement or Shelf Takedown pursuant thereto to be effected at such time, in which event Puyi the Company shall have the right to defer the filing of the Form F-3 registration statement or Shelf Takedown for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Fanhua Parties Major Shareholder under this Section 5.32.5; provided, however, provided that Puyi the Company shall not utilize this right more than once in any twelve (12) month period; or (iviii) during the period starting with the date sixty (60) days prior to ▇▇▇▇the Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of Puyi the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that ▇▇▇▇ the Company is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that ▇▇▇▇the Company’s estimate of the date of filing such registration statement is made in good faith; . The Holders may use such Form F-3 to dispose of their Registrable Securities on a non-underwritten basis, and may utilize such Form F-3 on an underwritten basis if requested by Initiating Holders (vwith any such request being deemed to be a demand pursuant to Section 2.3 and subject to the limits and rules set forth therein, mutatis mutandis). If requested by any Holder or Major Shareholder, the Company shall promptly file with the SEC such post-effective amendments or supplements to any such Form F-3 as may be necessary to name such Holder or Major Shareholder therein as a selling shareholder and otherwise permit such Holder or Major Shareholder to sell Registrable Securities thereunder. References to Form F-3 herein (or any “short-form” successor thereto) in shall include references to Form S-3 (or any particular jurisdiction in which Puyi would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (vi“short-form” successor thereto) if Puyi has already effected one F-3 registration statement under this Section 5.3the Company ceases to be eligible to use Form F-3.

Form F-3 Registration. (ia) At any time during In case the three (3) year period following the expiration of the Lock-up Period, in case Puyi Company shall receive from any Fanhua Party holding, in the aggregate, at least twenty percent (20%) Holders of the Puyi Exchange Series B Preferred Shares issued hereunder a written request or requests that Puyi the Company effect a registration on Form F-3, F-3 (and any related qualification or compliance, ) with respect to all or a part of the Registrable SharesSecurities owned by such Holders, Puyi then the Company shall within twenty (20) days after receipt of any such request promptly give written notice of the proposed registrationregistration and the Holders’ request therefor, and any related qualification or compliance, to all other Fanhua Parties, Holders of Registrable Securities; and include in such registration all Registrable Shares held by all such Fanhua Parties who wish to participate in such registration and provide Puyi with written requests for inclusion therein within fifteen (15) days after the receipt of ▇▇▇▇’s notice. Thereupon, Puyi shall, at its expenseas soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion Registrable Securities of such Fanhua Parties’ Registrable Securities Holder as are specified in such request, together with all or such portion of the Registrable Shares Securities of any other Fanhua Parties Holders joining in such request as are specified in a written request given within fifteen twenty (1520) days after receipt of such written the Company provides the notice from Puyi;contemplated above (iib) Notwithstanding the foregoing, if the underwriter advises the Fanhua Parties in writing that marketing factors require a limitation of the number of shares to be underwritten (or, in the case such registration and offering shall not be underwritten, any other factor arises requiring such a limitation in the number of shares to be so registered), then there shall be included in such registration and underwriting anything to the extent necessary to satisfy such limitation contrary provided above, the Registrable Shares held by the Fanhua Parties (pro rata to the respective number of Registrable Shares required by such Fanhua Parties to be included in the registration). (iii) Notwithstanding the foregoing, Puyi Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 5.3, 2.5: (i1) if Form F-3 is not available for such offering by the Fanhua Parties; Holders; (ii2) if the Fanhua Partiesaggregate anticipated price to the public of any Registrable Securities which such Holders propose to sell pursuant to such registration, together with the holders aggregate anticipated price to the public of any other securities of Puyi the Company entitled to inclusion in such registration, propose to sell Registrable Shares and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of is less than One Million United States dollars US$500,000 ($1,000,000or the equivalent thereof in other currencies); ; (iii3) if Puyi the Company shall furnish to the Fanhua Parties Holders a certificate signed by the President or CEO of ▇▇▇▇ stating that in the good faith judgment of the Board of Directors of Puyi the Company, it would be seriously materially detrimental to Puyi or the Company and its shareholders Shareholders for such Form F-3 registration statement Registration to be effected at such time, in which event Puyi the Company shall have the right to defer the filing of the Form F-3 registration statement no more than once during any twelve (12) month period for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Fanhua Parties Holder or Holders under this Section 5.32.5; provided, however, provided that Puyi the Company shall not utilize this right more than once in register any twelve of its other Shares during such ninety (1290) month day period; or (iv4) during if the period starting with Company has, within the date sixty (60) days prior to ▇▇▇▇’s estimated date of filing of, and ending on the date six (6) months immediately following month period preceding the effective date ofof such request, any already effected a registration statement pertaining to securities of Puyi (under the Securities Act other than a registration from which the Registrable Securities of securities in a Rule 145 transaction or Holders have been excluded (with respect to an employee benefit plan), provided that ▇▇▇▇ is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that ▇▇▇▇’s estimate all or any portion of the date of filing such registration statement is made Registrable Securities the Holders requested be included in good faith; (v) in any particular jurisdiction in which Puyi would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (vi) if Puyi has already effected one F-3 registration statement under this Section 5.3pursuant to the provisions of Sections 2.3(b) and 2.4(a).

Form F-3 Registration. (i) At any time during In case the three (3) year period following the expiration of the Lock-up Period, in case Puyi Company shall receive from any Fanhua Party holding, in the aggregate, at least twenty percent (20%) of the Puyi Exchange Shares issued hereunder Holders (for purposes of this Section 2.3, the “F-3 Initiating Holder”) a written request or requests that Puyi the Company effect a registration on Form F-3, F-3 and any related qualification or compliance, compliance with respect to all or a part of the Registrable SharesSecurities owned by such F-3 Initiating Holder, Puyi shall within twenty the Company shall: (20a) days after receipt of any such request promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Fanhua PartiesHolders; and (b) use all commercially reasonable efforts to effect, and include in such registration all Registrable Shares held by all such Fanhua Parties who wish to participate in such registration and provide Puyi with written requests for inclusion therein within fifteen (15) days after the receipt of ▇▇▇▇’s notice. Thereuponas soon as practicable, Puyi shall, at its expense, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Fanhua Parties’ F-3 Initiating Holder’s Registrable Securities as are specified in such request, together with all or such portion of the Registrable Shares Securities of any other Fanhua Parties Holders joining in such request as are specified in a written request given within fifteen twenty (1520) days after receipt of such written notice from Puyi; (ii) Notwithstanding the foregoingCompany; provided, if however, that the underwriter advises the Fanhua Parties in writing that marketing factors require a limitation of the number of shares to be underwritten (or, in the case such registration and offering shall not be underwritten, any other factor arises requiring such a limitation in the number of shares to be so registered), then there shall be included in such registration and underwriting to the extent necessary to satisfy such limitation the Registrable Shares held by the Fanhua Parties (pro rata to the respective number of Registrable Shares required by such Fanhua Parties to be included in the registration). (iii) Notwithstanding the foregoing, Puyi Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 5.3, section 2.3: (i) if Form F-3 is not available for such offering by the Fanhua Parties; Holders; (ii) if the Fanhua PartiesHolders, together with the holders of any other securities of Puyi the Company entitled to inclusion in such registration, propose to sell Registrable Shares Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than One Million United States dollars ($1,000,000); US$25,000,000; (iii) if Puyi the Company shall furnish to the Fanhua Parties Holders requesting a registration statement pursuant to this Section 2.3 a certificate signed by the President or CEO Chairman of ▇▇▇▇ the Board stating that in the good faith judgment of the Board of Directors of Puyi it would be seriously detrimental to Puyi or the Company and its shareholders for such Form F-3 registration statement to be effected at such time, in which event Puyi the Company shall have the right to defer the such filing of the Form F-3 registration statement for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Fanhua Parties under this Section 5.3; providedF-3 Initiating Holder, however, provided that Puyi such right shall be exercised by the Company not utilize this right more than once in any twelve (12)-month period and provided further that the Company shall not register any securities for the account of itself or any other shareholder during such ninety (90)-day period; (iv) if the Company has, within the twelve (12) month period; (iv) during the period starting with the date sixty (60) days prior to ▇▇▇▇’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of Puyi (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that ▇▇▇▇ is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that ▇▇▇▇’s estimate of preceding the date of filing such registration statement is made in good faithrequest, already effected two (2) registrations on Form F-3 for the F-3 Initiating Holder pursuant to this Section 2.3; or (v) in any particular jurisdiction the circumstances described in which Puyi would Section 2.1(c)(ii) hereof. (c) If the F-3 Initiating Holder intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise the Company as a part of its request made pursuant to this Section 2.3. The provisions of Section 2.1(b) shall be required applicable to qualify such request (with the substitution of Section 2.3 for references to do business or Section 2.1). (d) Subject to execute the foregoing, the Company shall file a general consent to service of process in effecting such registration, qualification or compliance; or (vi) if Puyi has already effected one F-3 registration statement under covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the F-3 Initiating Holder. Registrations effected pursuant to this Section 5.32.3 shall not be counted as requests for registration effected pursuant to Section 2.1.

Form F-3 Registration. (i) At any time during In case the three (3) year period following the expiration of the Lock-up Period, in case Puyi Company shall receive from any Fanhua Party holding, in the aggregate, Holders of at least twenty fifteen percent (2015%) of the Puyi Exchange Shares issued hereunder Registrable Securities (for purposes of this Section 5.4, the “F-3 Initiating Holders”) a written request or requests that Puyi the Company effect a registration on Form F-3, F-3 (or an equivalent registration in a jurisdiction outside of the United States) and any related qualification or compliance, compliance with respect to all or a part of the Registrable SharesSecurities owned by such Holder or Holders, Puyi shall within twenty the Company shall: (20i) days after receipt of any such request promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Fanhua PartiesHolders; and (ii) use all commercially reasonable efforts to effect, and include in such registration all Registrable Shares held by all such Fanhua Parties who wish to participate in such registration and provide Puyi with written requests for inclusion therein within fifteen (15) days after the receipt of ▇▇▇▇’s notice. Thereuponas soon as practicable, Puyi shall, at its expense, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Fanhua PartiesHolders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Shares Securities of any other Fanhua Parties Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from Puyi; (ii) Notwithstanding the foregoingCompany, if provided, however, that the underwriter advises the Fanhua Parties in writing that marketing factors require a limitation of the number of shares to be underwritten (or, in the case such registration and offering shall not be underwritten, any other factor arises requiring such a limitation in the number of shares to be so registered), then there shall be included in such registration and underwriting to the extent necessary to satisfy such limitation the Registrable Shares held by the Fanhua Parties (pro rata to the respective number of Registrable Shares required by such Fanhua Parties to be included in the registration). (iii) Notwithstanding the foregoing, Puyi Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 5.3, 5.4: (ia) if Form F-3 is not available for such offering by the Fanhua Parties; Holders; (iib) if the Fanhua PartiesHolders, together with the holders of any other securities of Puyi the Company entitled to inclusion in such registration, propose to sell Registrable Shares Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than One Million United States dollars US$ 5,000,000; ($1,000,000); (iiic) if Puyi the Company shall furnish to the Fanhua Parties all Holders requesting a registration statement pursuant to this Section 5.4 a certificate signed by the President Company’s CEO or CEO chairman of ▇▇▇▇ the Board stating that in the good faith judgment of the Board of Directors of Puyi Board, it would be seriously detrimental to Puyi or the Company and its shareholders members for such Form F-3 registration statement to be effected at such time, in which event Puyi the Company shall have the right to defer the such filing of the Form F-3 registration statement for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Fanhua Parties under this Section 5.3; providedF-3 Initiating Holders, however, provided that Puyi such right shall be exercised by the Company not utilize this right more than once in any twelve (12) month period and provided further that the Company shall not register any securities for the account of itself or any other shareholder during such ninety (90) day period; ; (ivd) during after the period starting with the date sixty Company has effected four (604) days prior registrations pursuant to ▇▇▇▇’s estimated date of filing ofthis Section 5.4, and ending on such registrations have been declared or ordered effective; (e) if the date Company has, within the six (6) months immediately following the effective date of, any registration statement pertaining to securities of Puyi (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that ▇▇▇▇ is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that ▇▇▇▇’s estimate of month period preceding the date of filing such request, already effected a registration statement is made in good faithfor the Holders pursuant to this Section 5.4; or (vf) in any particular jurisdiction in which Puyi the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act or compliance; or pursuant to applicable securities laws in other jurisdictions, as the case may be. (viiii) if Puyi has already effected one If the F-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 5.4 and the Company shall include such information in the written notice referred to in Section 5.4(i). The provisions of Section 5.2(ii) shall be applicable to such request (with the substitution of Section 5.4 for references to Section 5.2). (iv) Subject to the foregoing, the Company shall use its commercially reasonable efforts to file a registration statement under covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the F-3 Initiating Holders. Registrations effected pursuant to this Section 5.35.4 shall not be counted as requests for registration effected pursuant to Section 5.2.

Form F-3 Registration. (ia) At Request for a Form F-3 Registration. Upon the Company becoming eligible for use of Form F-3 or S-3 (or any time during successor form thereto) under the three (3) year period following the expiration Securities Act in connection with a public offering of the Lock-up Periodits securities, in case Puyi the event that the Company shall receive from any Fanhua Party holding, in the aggregate, at least twenty percent (20%) one or more of the Puyi Exchange Shares issued hereunder General Atlantic Shareholders as a group, acting through GAP LLC or its written designee (the “F-3 Initiating Holders”), a written request or requests that Puyi effect a registration the Company register, under the Securities Act on Form F-3F-3 or S-3 (or any successor form then in effect) (an ”F-3 Registration”), and any related qualification all or compliancea portion of the Registrable Securities owned by such F-3 Initiating Holders, with respect to Registrable Shares, Puyi the Company shall within twenty (20) days after receipt of any such request give written notice of such request to all of the Designated Holders (other than F-3 Initiating Holders which have requested an F-3 Registration under this Section 5(a)) at least ten (10) days before the anticipated filing date of such Form F-3 or S-3, and such notice shall describe the proposed registration and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request in writing to the Company, given within ten (10) days after their receipt from the Company of the written notice of such registration. If requested by the F-3 Initiating Holders such F-3 Registration shall be for an offering on a continuous basis pursuant to Rule 415 under the Securities Act. With respect to each F-3 Registration, and any related qualification or compliancethe Company shall, subject to all other Fanhua PartiesSection 5(b), and (i) include in such registration all Registrable Shares held by all such Fanhua Parties who wish to participate in such registration and provide Puyi with written requests for inclusion therein within fifteen (15) days after offering the receipt of ▇▇▇▇’s notice. Thereupon, Puyi shall, at its expense, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Fanhua Parties’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Shares of any other Fanhua Parties joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from Puyi; F-3 Initiating Holders and (ii) Notwithstanding the foregoing, if the underwriter advises the Fanhua Parties in writing that marketing factors require a limitation of the number of shares use its reasonable best efforts to be underwritten (or, in the case x) cause such registration and offering shall not be underwritten, any other factor arises requiring such a limitation in the number of shares to be so registered), then there shall be included in such registration and underwriting to the extent necessary to satisfy such limitation the Registrable Shares held by the Fanhua Parties (pro rata to the respective number of Registrable Shares required by such Fanhua Parties to be included in the registration). (iii) Notwithstanding the foregoing, Puyi shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 5.35(a) to become and remain effective as soon as practicable, but in any event not later than sixty (i) if Form F-3 is not available for such offering by the Fanhua Parties; (ii) if the Fanhua Parties, together with the holders of any other securities of Puyi entitled to inclusion in such registration, propose to sell Registrable Shares and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than One Million United States dollars ($1,000,000); (iii) if Puyi shall furnish to the Fanhua Parties a certificate signed by the President or CEO of ▇▇▇▇ stating that in the good faith judgment of the Board of Directors of Puyi it would be seriously detrimental to Puyi or its shareholders for such Form F-3 registration statement to be effected at such time, in which event Puyi shall have the right to defer the filing of the Form F-3 registration statement for a period of not more than one hundred twenty (12060) days after receipt of the it receives a request of the Fanhua Parties under this Section 5.3therefor; provided, however, that Puyi the Company shall not utilize this right be required to keep any such registration effective for more than once in any twelve ninety (1290) month period; (iv) during the period starting with the date sixty (60) days prior to ▇▇▇▇’s estimated date of filing ofdays, and ending on (y) include in such offering the date six (6) months immediately following Registrable Securities of the effective date of, any registration statement pertaining to securities of Puyi Designated Holders (other than a registration of securities in a Rule 145 transaction or with respect to F-3 Initiating Holders which have requested an employee benefit plan), provided that ▇▇▇▇ is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that ▇▇▇▇’s estimate of the date of filing such registration statement is made in good faith; (v) in any particular jurisdiction in which Puyi would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (vi) if Puyi has already effected one F-3 registration statement Registration under this Section 5.35(a)) who have requested in writing to participate in such registration on the same terms and conditions as the Registrable Securities of the F-3 Initiating Holders included therein.

Form F-3 Registration. (i) At any time during In case the three (3) year period following the expiration of the Lock-up Period, in case Puyi Company shall receive from any Fanhua Party holding, in the aggregate, at least twenty percent (20%) Holder[s] of the Puyi Exchange Shares issued hereunder Registrable Securities then outstanding a written request or requests that Puyi the Company effect a registration on Form F-3, F-3 and any related qualification or compliance, compliance with respect to all or a part of the Registrable SharesSecurities owned by such Holder or Holders, Puyi shall within twenty the Company shall: (20a) days after receipt of any such request promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Fanhua PartiesHolders; and (b) use diligent efforts to effect, and include in such registration all Registrable Shares held by all such Fanhua Parties who wish to participate in as soon as practicable, such registration and provide Puyi with written requests for inclusion therein within fifteen (15) days after the receipt of ▇▇▇▇’s notice. Thereupon, Puyi shall, at its expense, effect such registration and all such reasonable qualifications and compliances as may be so reasonably requested and as would permit or facilitate the sale and distribution of all or such portion of such Fanhua PartiesHolders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Shares Securities of any other Fanhua Parties Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from Puyi; (ii) Notwithstanding the foregoingCompany, if provided, however, that the underwriter advises the Fanhua Parties in writing that marketing factors require a limitation of the number of shares to be underwritten (or, in the case such registration and offering shall not be underwritten, any other factor arises requiring such a limitation in the number of shares to be so registered), then there shall be included in such registration and underwriting to the extent necessary to satisfy such limitation the Registrable Shares held by the Fanhua Parties (pro rata to the respective number of Registrable Shares required by such Fanhua Parties to be included in the registration). (iii) Notwithstanding the foregoing, Puyi Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 5.3, 2.3: (i) if Form F-3 is not available for such offering by the Fanhua Parties; Holders; (ii) if the Fanhua PartiesHolders, together with the holders of any other securities of Puyi the Company entitled to inclusion in such registration, propose to sell Registrable Shares Securities and such other securities (if any) at an aggregate price to the public (net of before any underwriters’ discounts or commissions) of less than One Million United States dollars ($1,000,000); 2,000,000.00; (iii) if Puyi the Company shall furnish to the Fanhua Parties Holders a certificate signed by the President Chief Executive Officer or CEO Chairman of ▇▇▇▇ the Board of the Company stating that in the good faith judgment of the Board of Directors of Puyi the Company, it would be seriously detrimental to Puyi or the Company and its shareholders stockholders for such Form F-3 registration statement to be effected at such time, in which event Puyi the Company shall have the right to defer the filing of the Form F-3 registration statement for a period of not more than one hundred twenty (120) 120 days after receipt of the request of the Fanhua Parties Holder or Holders under this Section 5.32.3; provided, however, that Puyi the Company shall not utilize this right more than once in any twelve (12) month period and provided further, that the Company shall not register any other of its shares during such 120 day period; ; (iv) during if the Company has, within the twelve (12) month period starting with the date sixty (60) days prior to ▇▇▇▇’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of Puyi (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that ▇▇▇▇ is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that ▇▇▇▇’s estimate of preceding the date of filing such registration statement is made in good faithrequest, already effected two registrations on Form F-3 for the Holders pursuant to this Section 2.3; or (v) in any particular jurisdiction in which Puyi the Company would be required to qualify to do business business, where not otherwise required, or to execute a general consent to service of process in effecting such registration, qualification or compliance; or . (vic) if Puyi has already Registrations effected one F-3 registration statement under pursuant to this Section 5.32.3 shall not be counted as requests for registration effected pursuant to Section 2.1.

Form F-3 Registration. (ia) At Request for a Form F-3 Registration. Upon the Company becoming eligible for use of Form F-3 or S-3 (or any time during successor form thereto) under the three (3) year period following the expiration Securities Act in connection with a public offering of the Lock-up Periodits securities, in case Puyi the event that the Company shall receive from any Fanhua Party holding, in the aggregate, at least twenty percent (20%) one or more of the Puyi Exchange Shares issued hereunder Designated Holders (the “F-3 Initiating Holders”), a written request or requests that Puyi effect a registration the Company register, under the Securities Act on Form F-3F-3 or S-3 (or any successor form then in effect) (an “F-3 Registration”), and any related qualification all or compliancea portion of the Registrable Securities owned by such F-3 Initiating Holders, with respect to Registrable Shares, Puyi the Company shall within twenty (20) days after receipt of any such request give written notice of such request to all of the Designated Holders (other than F-3 Initiating Holders which have requested an F-3 Registration under this Section 5(a)) at least ten (10) days before the anticipated filing date of such Form F-3 or S-3, and such notice shall describe the proposed registration and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request in writing to the Company, given within ten (10) days after their receipt from the Company of the written notice of such registration. If requested by the F-3 Initiating Holders, and any related qualification or compliancesuch F-3 Registration shall be for an offering on a continuous basis pursuant to Rule 415 under the Securities Act. With respect to each F-3 Registration, the Company shall, subject to all other Fanhua PartiesSection 5(b), and (i) include in such offering the Registrable Securities of the F-3 Initiating Holders and (ii) use its reasonable best efforts to (x) cause such registration all pursuant to this Section 5(a) to become and remain effective as soon as practicable, but in any event not later than ninety (90) days after it receives a request therefor and (y) include in such offering the Registrable Shares held by all such Fanhua Parties Securities of the Designated Holders (other than F-3 Initiating Holders which have requested an F-3 Registration under this Section 5(a)) who wish have requested in writing to participate in such registration on the same terms and provide Puyi with written requests for inclusion therein within fifteen (15) days after conditions as the receipt of ▇▇▇▇’s notice. Thereupon, Puyi shall, at its expense, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Fanhua Parties’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Shares of any other Fanhua Parties joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from Puyi; (ii) Notwithstanding the foregoing, if the underwriter advises the Fanhua Parties in writing that marketing factors require a limitation of the number of shares to be underwritten (or, in the case such registration and offering shall not be underwritten, any other factor arises requiring such a limitation in the number of shares to be so registered), then there shall be F-3 Initiating Holders included in such registration and underwriting to the extent necessary to satisfy such limitation the Registrable Shares held by the Fanhua Parties (pro rata to the respective number of Registrable Shares required by such Fanhua Parties to be included in the registration)therein. (iii) Notwithstanding the foregoing, Puyi shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 5.3, (i) if Form F-3 is not available for such offering by the Fanhua Parties; (ii) if the Fanhua Parties, together with the holders of any other securities of Puyi entitled to inclusion in such registration, propose to sell Registrable Shares and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than One Million United States dollars ($1,000,000); (iii) if Puyi shall furnish to the Fanhua Parties a certificate signed by the President or CEO of ▇▇▇▇ stating that in the good faith judgment of the Board of Directors of Puyi it would be seriously detrimental to Puyi or its shareholders for such Form F-3 registration statement to be effected at such time, in which event Puyi shall have the right to defer the filing of the Form F-3 registration statement for a period of not more than one hundred twenty (120) days after receipt of the request of the Fanhua Parties under this Section 5.3; provided, however, that Puyi shall not utilize this right more than once in any twelve (12) month period; (iv) during the period starting with the date sixty (60) days prior to ▇▇▇▇’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of Puyi (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that ▇▇▇▇ is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that ▇▇▇▇’s estimate of the date of filing such registration statement is made in good faith; (v) in any particular jurisdiction in which Puyi would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (vi) if Puyi has already effected one F-3 registration statement under this Section 5.3.

Form F-3 Registration. (ia) At any time during In case the three (3) year period following the expiration of the Lock-up Period, in case Puyi Company shall receive from any Fanhua Party holding, in the aggregate, at least twenty percent (20%) of the Puyi Exchange Shares issued hereunder an Investor a written request or requests that Puyi the Company effect a registration Registration on Form F-3, F-3 (and any related qualification or compliance, ) with respect to all or any part of the Registrable SharesSecurities owned by such Investor, Puyi then the Company shall within twenty (20) days after receipt of any such request promptly give written notice of the proposed registrationRegistration and such Investor’s request therefor, and any related qualification or compliance, to all other Fanhua PartiesHolders and the Existing Registration Right Holders; and, subject to the provisions of this Sections 2.2(b) and include (c), as soon as practicable but in such registration all Registrable Shares held by all such Fanhua Parties who wish to participate in such registration and provide Puyi with written requests for inclusion therein within fifteen no later than forty-five (1545) days after the receipt of ▇▇▇▇’s notice. Thereupon, Puyi shall, at its expensethe request of such Investor, effect such registration Registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion Registrable Securities of such Fanhua Parties’ Registrable Securities Investor as are specified in such request, together with all or such portion of the Registrable Shares Securities of any other Fanhua Parties Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from Puyi; (ii) Notwithstanding the foregoing, if the underwriter advises the Fanhua Parties in writing that marketing factors require a limitation of the number of shares to be underwritten (or, in the case such registration and offering shall not be underwritten, any other factor arises requiring such a limitation in the number of shares to be so registered), then there shall be included in such registration and underwriting to the extent necessary to satisfy such limitation the Registrable Shares held by the Fanhua Parties (pro rata to the respective number of Registrable Shares required by such Fanhua Parties to be included in the registration)Company. (iiib) Notwithstanding anything to the foregoingcontrary provided above, Puyi the Company shall not be obligated to effect any such registrationRegistration, qualification or compliance, compliance pursuant to this Section 5.3, 2.2: (i1) if Form F-3 is not available for such offering by the Fanhua Parties; Holders; (ii2) if the Fanhua Partiessuch Holders, together with the holders of any other securities of Puyi the Company entitled to inclusion in such registrationRegistration, propose to sell Registrable Shares Securities and such other securities (if any) at an aggregate price to the public (net before payment of any underwriters’ discounts or commissions) of less than One Million United States dollars US$5,000,000; ($1,000,000); (iii3) if Puyi the Company shall furnish to the Fanhua Parties Investor requesting such Registration a certificate signed by the President or CEO Chairman of ▇▇▇▇ the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of Puyi the Company, it would be seriously materially detrimental to Puyi or the Company and its shareholders for such Form F-3 registration statement Registration to be effected at such time, in which event Puyi the Company shall have the right to defer the filing of the Form F-3 registration statement Registration Statement no more than once during any twelve (12) month period for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Fanhua Parties Investor requesting Registration under this Section 5.3; provided, however, that Puyi shall not utilize this right more than once in any twelve (12) month period; (iv) during the period starting with the date sixty (60) days prior to ▇▇▇▇’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of Puyi (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan)2.2, provided that ▇▇▇▇ is actively employing in good faith reasonable efforts to cause the Company shall not register any of its other securities during such registration statement to become effective and that ▇▇▇▇’s estimate of the date of filing such registration statement is made in good faith; ninety (v90) day period; (4) in any particular jurisdiction in which Puyi the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registrationRegistration, qualification or compliancecompliance unless the Company is already qualified to do business or subject to service of process in that jurisdiction and except as may be required by the Securities Act; or or (vi5) if Puyi has the Company has, within the twelve (12)-month period preceding the date of such request, already effected one two (2) Registrations on Form F-3 registration statement under for any Investors pursuant to this Section 5.32.2 excluding any Registrations from which Registrable Securities have been excluded despite an Investor’s request that they be included.

Form F-3 Registration. (i) 3.3.1 At any time anytime during the three (3) year period following the expiration of the Lock-up PeriodClosing, in case Puyi the Company shall receive from any Fanhua Party Investor(s) holding, in the aggregate, at least twenty percent (20%) of the Puyi Exchange Crystal Shares issued hereunder a written request or requests that Puyi the Company effect a registration on Form F-3, and any related qualification or compliance, with respect to Registrable Shares, Puyi the Company shall within twenty (20) days after receipt of any such request give written notice of the proposed registration, and any related qualification or compliance, to all other Fanhua PartiesInvestors, and include in such registration all Registrable Shares held by all such Fanhua Parties Investors who wish to participate in such registration and provide Puyi the Company with written requests for inclusion therein within fifteen (15) days after the receipt of ▇▇▇▇the Company’s notice. Thereupon, Puyi the Company shall, at its expense, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Fanhua PartiesInvestors’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Shares of any other Fanhua Parties Investor or Investors joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from Puyithe Company; (ii) 3.3.2 Notwithstanding the foregoing, if the underwriter advises the Fanhua Parties Investors in writing that marketing factors require a limitation of the number of shares to be underwritten (or, in the case such registration and offering shall not be underwritten, any other factor arises requiring such a limitation in the number of shares to be so registered), then there shall be included in such registration and underwriting to the extent necessary to satisfy such limitation the Registrable Shares held by the Fanhua Parties Investors (pro rata to the respective number of Registrable Shares required by such Fanhua Parties Investors to be included in the registration). (iii) 3.3.3 Notwithstanding the foregoing, Puyi the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 5.33.3, (i) if Form F-3 is not available for such offering by the Fanhua PartiesInvestors; (ii) if the Fanhua PartiesInvestors, together with the holders of any other securities of Puyi the Company entitled to inclusion in such registration, propose to sell Registrable Shares and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than One Million United States dollars ($1,000,000); (iii) if Puyi the Company shall furnish to the Fanhua Parties Investors a certificate signed by the President or CEO of ▇▇▇▇ the Company stating that in the good faith judgment of the Board of Directors of Puyi the Company it would be seriously detrimental to Puyi the Company or its shareholders stockholders for such Form F-3 registration statement to be effected at such time, in which event Puyi the Company shall have the right to defer the filing of the Form F-3 registration statement for a period of not more than one hundred twenty (120) days after receipt of the request of the Fanhua Parties Investors under this Section 5.33.3; provided, however, that Puyi the Company shall not utilize this right more than once in any twelve (12) month period; (iv) during the period starting with the date sixty (60) days prior to ▇▇▇▇the Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of Puyi the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that ▇▇▇▇ the Company is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that ▇▇▇▇the Company’s estimate of the date of filing such registration statement is made in good faith; (v) in any particular jurisdiction in which Puyi the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (vi) if Puyi the Company has already effected one F-3 registration statement under this Section 5.33.3.

Form F-3 Registration. (i) At any time during In case the three (3) year period following the expiration of the Lock-up Period, in case Puyi Company shall receive from any Fanhua Party holding, in the aggregate, at least twenty percent (20%) of the Puyi Exchange Shares issued hereunder Holder or Holders a written request or requests that Puyi the Company effect a registration on Form F-3, F-3 and any related qualification or compliance, compliance with respect to all or a part of the Registrable SharesSecurities owned by such Holder or Holders, Puyi shall within twenty the Company will: (20a) days after receipt of any such request promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Fanhua Parties, and include in such registration all Registrable Shares held by all such Fanhua Parties who wish to participate in such registration and provide Puyi with written requests for inclusion therein within fifteen Holders; and (15b) days after the receipt of ▇▇▇▇’s notice. Thereupon, Puyi shall, at its expenseas soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Fanhua Parties’ Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Shares Securities of any other Fanhua Parties Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from Puyi; (ii) Notwithstanding the foregoingCompany; provided, if however, that the underwriter advises the Fanhua Parties in writing that marketing factors require a limitation of the number of shares to be underwritten (or, in the case such registration and offering shall not be underwritten, any other factor arises requiring such a limitation in the number of shares to be so registered), then there shall be included in such registration and underwriting to the extent necessary to satisfy such limitation the Registrable Shares held by the Fanhua Parties (pro rata to the respective number of Registrable Shares required by such Fanhua Parties to be included in the registration). (iii) Notwithstanding the foregoing, Puyi Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 5.3, section 1.12: (i1) if Form F-3 is not available for such offering by the Fanhua Parties; Holders, (ii2) if the Fanhua Parties, together with the holders of any other securities of Puyi entitled to inclusion in such registration, Holders propose to sell Registrable Shares and such other securities (if any) Securities at an aggregate price to the public (net of any underwriters’ ' discounts or commissions) of less than One Million United States one million dollars ($1,000,000); (iii3) if Puyi the Company shall furnish to the Fanhua Parties Holders a certificate signed by the President or CEO of ▇▇▇▇ the Company stating that in the good faith judgment of the Board of Directors of Puyi the Company, it would be seriously detrimental to Puyi or the Company and its shareholders for such Form F-3 registration statement Registration to be effected at such time, in which event Puyi the Company shall have the right to defer the filing of the Form F-3 registration statement for a period of not more than one hundred twenty (120) days after receipt of the request of the Fanhua Parties Holder or Holders under this Section 5.31.12; provided, however, that Puyi the Company shall not utilize this right more than once in any twelve month period; (4) if the Company has, within the twelve (12) month period; (iv) during the period starting with the date sixty (60) days prior to ▇▇▇▇’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of Puyi (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that ▇▇▇▇ is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that ▇▇▇▇’s estimate of preceding the date of filing such registration statement is made in good faithrequest, already effected two registrations on Form F-3 for the Holders pursuant to this Section 1.12; or (v5) in any particular jurisdiction in which Puyi the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or . (vic) if Puyi has already effected one F-3 Subject to the foregoing, the Company shall file a registration statement under covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to Section 1.12, including (without limitation) all registration, filing, qualification, printer's and accounting fees and the reasonable fees and disbursements of counsel for the selling Holder or Holders and counsel for the Company, but excluding any underwriters' discounts or commissions associated with Registrable Securities, shall be borne by the Company. Registrations effected pursuant to this Section 5.31.12 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

Form F-3 Registration. (i) At any Following the closing of IPO and from such time during as the three (3) year period following Company becomes eligible to file a registration statement on Form F-3 under the expiration of the Lock-up PeriodSecurities Act, in case Puyi the Company shall receive from any Fanhua Party holding, in the aggregate, at least twenty percent (20%) of the Puyi Exchange Shares issued hereunder Holder a written request or requests that Puyi the Company effect a registration on Form F-3, and any related qualification or compliance, with respect to Registrable SharesShares where the aggregate anticipated public offering price (after deduction of underwriter discounts, Puyi shall commissions, share transfer taxes and expenses of sale) of such Registrable Shares equals to at least five million United States dollars ($5,000,000), the Company will within twenty (20) days after receipt of any such request give written notice of the proposed registration, and any related qualification or compliance, to all other Fanhua PartiesHolders, and will use its best efforts to include in such registration all Registrable Shares held by all such Fanhua Parties Holders who wish to participate in such registration and provide Puyi the Company with written requests for inclusion therein within fifteen (15) days after the receipt of ▇▇▇▇’s the Company's notice. Thereupon, Puyi shall, at the Company shall use its expense, commercially best efforts to effect such a registration and statement a Form F-3 covering all such qualifications and compliances as may be so requested and as would permit Holder's or facilitate the sale and distribution of all or such portion of such Fanhua Parties’ Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Shares Securities of any other Fanhua Parties Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from Puyi; (ii) Notwithstanding the foregoingCompany; provided, if however, that the underwriter advises the Fanhua Parties in writing that marketing factors require a limitation of the number of shares to be underwritten (or, in the case such registration and offering shall not be underwritten, any other factor arises requiring such a limitation in the number of shares to be so registered), then there shall be included in such registration and underwriting to the extent necessary to satisfy such limitation the Registrable Shares held by the Fanhua Parties (pro rata to the respective number of Registrable Shares required by such Fanhua Parties to be included in the registration). (iii) Notwithstanding the foregoing, Puyi Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 5.32.3, (i) if Form F-3 is not available for such offering by the Fanhua PartiesHolders; (ii) if the Fanhua Parties, together with the holders of any other securities of Puyi entitled to inclusion in such registration, propose to sell Registrable Shares and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than One Million United States dollars ($1,000,000); (iii) if Puyi Company shall furnish to the Fanhua Parties Holders requesting registration pursuant to this Section 2.2 a certificate signed by the President Chief Executive Officer or CEO Chairman of ▇▇▇▇ the Audit Committee of the Company stating that in the good faith judgment of the Board of Directors of Puyi the Company it would not be seriously detrimental to Puyi in the best interest of the Company or its shareholders for such Form F-3 registration statement to be filed or effected at such time, in which event Puyi the Company shall have the right to defer or delay the filing of the Form F-3 registration statement for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Fanhua Parties Holder or Holders under this Section 5.32.3; provided, however, that Puyi the Company shall not utilize this such right more than once in any twelve (12) month period; (iii) if the Company has, within the nine (9) month period preceding the date of such request, already effected one registration on Form F-3 for any of the Holders pursuant to this Section 2.3; (iv) during the period starting with the date sixty (60) days prior to ▇▇▇▇’s the Company's estimated date of filing of, and ending on the date six three (63) months immediately following the effective date of, any registration statement pertaining to securities of Puyi the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that ▇▇▇▇ the Company is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that ▇▇▇▇’s the Company's estimate of the date of filing such registration statement is made in good faith; or (v) in any particular jurisdiction in which Puyi the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; compliance if not already qualified or (vi) if Puyi has already effected one consented and except as may be required under the Securities Act. If the Form F-3 registration statement under offering pursuant to this Section 5.32.3 is an underwritten offering, and there are underwriter cutbacks, the rights of the Holders and the Company to include their Registrable Shares in such registration shall be in accordance with the provisions of Section 2.2 above.

Form F-3 Registration. (i) At any time during In the three (3) year period following event that the expiration of the Lock-up Period, in case Puyi Company shall receive from any Fanhua Party holding, in Major Shareholder or the aggregate, at least twenty percent (20%) of the Puyi Exchange Shares issued hereunder Sponsor a written request or requests that Puyi the Company effect a shelf registration on Form F-3, and any related qualification or compliance, F-3 with respect to Registrable SharesSecurities (if no Form F-3 is then on file and available for use by the Holders), Puyi shall the Company will within twenty ten (2010) days after receipt of any such request give written notice of the proposed registration, and any related qualification or compliance, registration to all other Fanhua PartiesHolders, and include in such registration all Registrable Shares Securities held by all such Fanhua Parties Holders who wish to participate in such registration and provide Puyi the Company with written requests for inclusion therein within fifteen seven (157) days after the receipt of the Company’s notice; provided that no Holder who is subject to a lockup with respect to such ▇▇▇▇▇▇’s noticeRegistrable Securities shall have any right to have such Registrable Securities participate in such registration or offering except to the extent such lockup has expired or been waived. Thereupon, Puyi shall, at its expense, the Company shall effect such registration and all such qualifications and compliances as may be reasonably so requested and as would permit or facilitate the sale and distribution of all or such portion of such Fanhua Parties’ Holder’s or Major Shareholder’s Registrable Securities as are specified in such request, together with all or such portion of the Registrable Shares Securities of any other Fanhua Parties Holder joining in such request as are specified in a written request given within fifteen seven (157) days after receipt of such written notice from Puyi; (ii) Notwithstanding the foregoing, if Company; provided that the underwriter advises the Fanhua Parties in writing that marketing factors require a limitation of the number of shares to be underwritten (or, in the case such registration and offering shall not be underwritten, any other factor arises requiring such a limitation in the number of shares to be so registered), then there shall be included in such registration and underwriting to the extent necessary to satisfy such limitation the Registrable Shares held by the Fanhua Parties (pro rata to the respective number of Registrable Shares required by such Fanhua Parties to be included in the registration). (iii) Notwithstanding the foregoing, Puyi Company shall not be obligated to effect any such registration, qualification qualification, compliance or complianceoffering, pursuant to this Section 5.32.5, (i) if Form F-3 is not available for such offering by the Fanhua Partiesregistration or offering; (ii) if the Fanhua Parties, together with the holders of any other securities of Puyi entitled to inclusion in such registration, propose to sell Registrable Shares and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than One Million United States dollars ($1,000,000); (iii) if Puyi Company shall furnish to the Fanhua Parties requesting Major Shareholder a certificate signed by the President or CEO Chief Executive Officer of ▇▇▇▇ the Company stating that in the good faith judgment of the Company Board of Directors of Puyi it would be seriously detrimental to Puyi the Company or its shareholders for such Form F-3 registration statement or Shelf Takedown pursuant thereto to be effected at such time, in which event Puyi the Company shall have the right to defer the filing of the Form F-3 registration statement or Shelf Takedown for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Fanhua Parties Major Shareholder under this Section 5.32.5; provided, however, provided that Puyi the Company shall not utilize this right more than once in any twelve (12) month period; or (iviii) during the period starting with the date sixty (60) days prior to ▇▇▇▇the Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of Puyi the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that ▇▇▇▇ the Company is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that ▇▇▇▇the Company’s estimate of the date of filing such registration statement is made in good faith; . The Holders may use such Form F-3 to dispose of their Registrable Securities on a non-underwritten basis, and may utilize such Form F-3 on an underwritten basis if requested by Initiating Holders (vwith any such request being deemed to be a demand pursuant to Section 2.3 and subject to the limits and rules set forth therein, mutatis mutandis). If requested by any Holder or Major Shareholder, the Company shall promptly file with the SEC such post-effective amendments or supplements to any such Form F-3 as may be necessary to name such Holder or Major Shareholder therein as a selling shareholder and otherwise permit such Holder or Major Shareholder to sell Registrable Securities thereunder. References to Form F-3 herein (or any “short-form” successor thereto) in shall include references to Form S-3 (or any particular jurisdiction in which Puyi would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (vi“short-form” successor thereto) if Puyi has already effected one F-3 registration statement under this Section 5.3the Company ceases to be eligible to use Form F-3.

Form F-3 Registration. (i) At any time during In the three (3) year period following event that the expiration of the Lock-up Period, in case Puyi Company shall receive from any Fanhua Party holding, in the aggregate, at least twenty percent (20%) of the Puyi Exchange Shares issued hereunder an Investor a written request or requests that Puyi the Company effect a registration on Form F-3, F-3 and any related qualification or compliance, compliance with respect to all or a part of the Registrable SharesSecurities owned by such Investor, Puyi shall within twenty the Company shall: (20a) days after receipt of any such request promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Fanhua Parties, and include in such registration all Registrable Shares held by all such Fanhua Parties who wish to participate in such registration and provide Puyi with written requests for inclusion therein within fifteen Investor; and (15b) days after the receipt of ▇▇▇▇’s notice. Thereupon, Puyi shall, at its expenseas soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Fanhua Parties’ Investor’s Registrable Securities as are specified in such request, together with all or such portion of provided, however, that the Registrable Shares of any other Fanhua Parties joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from Puyi; (ii) Notwithstanding the foregoing, if the underwriter advises the Fanhua Parties in writing that marketing factors require a limitation of the number of shares to be underwritten (or, in the case such registration and offering shall not be underwritten, any other factor arises requiring such a limitation in the number of shares to be so registered), then there shall be included in such registration and underwriting to the extent necessary to satisfy such limitation the Registrable Shares held by the Fanhua Parties (pro rata to the respective number of Registrable Shares required by such Fanhua Parties to be included in the registration). (iii) Notwithstanding the foregoing, Puyi Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 5.3, 2.03: (i) if Form F-3 is not available for such offering by the Fanhua Parties; offering; (ii) if the Fanhua Partiessuch Investor, together with the holders of any other securities of Puyi the Company entitled to inclusion in such registration, propose proposes to sell Registrable Shares Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than One Million United States dollars ($US$1,000,000); ; (iii) if Puyi the Company shall furnish to the Fanhua Parties such Investor a certificate signed by the President Chief Executive Officer or CEO Chairman of ▇▇▇▇ the Board of the Company stating that in the good faith judgment of the Board of Directors of Puyi the Company, it would be seriously detrimental to Puyi or the Company and its shareholders for such Form F-3 registration statement to be effected at such time, in which event Puyi the Company shall have the right to defer the filing of the Form F-3 registration statement for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Fanhua Parties such Investor under this Section 5.32.03; provided, however, that Puyi the Company shall not utilize this right more than once in any twelve (12) month periodperiod in relation to such Investor; provided, further, that the Company shall not register any securities for the account of itself or any other shareholder during such ninety (90) day period other than an Exempt Registration; or (iv) during the period starting with the date sixty (60) days prior to ▇▇▇▇’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of Puyi (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that ▇▇▇▇ is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that ▇▇▇▇’s estimate of the date of filing such registration statement is made in good faith; (v) in any particular jurisdiction in which Puyi the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or . (vic) if Puyi has already effected one F-3 Subject to the foregoing, the Company shall file a registration statement under covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of an Investor. Registrations effected pursuant to this Section 5.32.03 shall not be counted as requests for registration effected pursuant to Section 2.01. If the registration is for an underwritten offering, the provisions of Sections 2.01(c) and (d) shall apply.

Form F-3 Registration. (i) At any time during In case the three (3) year period following the expiration of the Lock-up Period, in case Puyi Company shall receive from any Fanhua Party holding, in the aggregate, at least twenty Holders of more than fifty percent (2050%) of the Puyi Exchange Shares issued hereunder Registrable Preferred Securities or the Holders of more than thirty-five percent (35%) of the Registrable Common Securities (for purposes of this Section 1.4, the “Initiating Holders”) a written request or requests that Puyi the Company effect a registration on Form F-3, F-3 and any related qualification or compliance, compliance with respect to all or a part of the Registrable SharesSecurities owned by such Holder or Holders, Puyi shall within twenty the Company shall: (20a) days after receipt of any such request promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Fanhua PartiesHolders; and (b) use all commercially reasonable efforts to effect, and include in such registration all Registrable Shares held by all such Fanhua Parties who wish to participate in such registration and provide Puyi with written requests for inclusion therein within fifteen (15) days after the receipt of ▇▇▇▇’s notice. Thereuponas soon as practicable, Puyi shall, at its expense, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Fanhua PartiesHolders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Shares Securities of any other Fanhua Parties Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from Puyi; (ii) Notwithstanding the foregoingCompany, if provided, however, that the underwriter advises the Fanhua Parties in writing that marketing factors require a limitation of the number of shares to be underwritten (or, in the case such registration and offering shall not be underwritten, any other factor arises requiring such a limitation in the number of shares to be so registered), then there shall be included in such registration and underwriting to the extent necessary to satisfy such limitation the Registrable Shares held by the Fanhua Parties (pro rata to the respective number of Registrable Shares required by such Fanhua Parties to be included in the registration). (iii) Notwithstanding the foregoing, Puyi Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 5.3, section 1.4: (i) if Form F-3 F -3 is not available for such offering by the Fanhua Parties; Holders; (ii) if the Fanhua PartiesHolders, together with the holders of any other securities of Puyi the Company entitled to inclusion in such registration, propose to sell Registrable Shares Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than One Million United States dollars ($1,000,000); ; (iii) if Puyi the Company shall furnish to the Fanhua Parties Holders requesting a registration statement pursuant to this Section 1.4, a certificate signed by the President Company’s Chief Executive Officer or CEO Chairman of ▇▇▇▇ the Board stating that in the good faith judgment of the Board of Directors of Puyi Directors, it would be seriously detrimental to Puyi or the Company and its shareholders for such Form F-3 registration statement to be effected at such time, in which event Puyi the Company shall have the right to defer the such filing of the Form F-3 registration statement for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Fanhua Parties under this Section 5.3; providedInitiating Holders, however, provided that Puyi such right shall be exercised by the Company not utilize this right more than once in any twelve (12) month period; period and provided further that the Company shall not register any securities for the account of itself or any other shareholder during such ninety (iv90) during the day period starting with the date sixty (60) days prior to ▇▇▇▇’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of Puyi (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 transaction or with respect of the Act, a registration on any form that does not include substantially the same information as would be required to an employee benefit plan), provided that ▇▇▇▇ is actively employing be included in good faith reasonable efforts to cause such a registration statement to become effective and covering the sale of the Registrable Securities, or a registration in which the only Common Shares being registered are Common Shares issuable upon conversion of debt securities that ▇▇▇▇’s estimate of are also being registered); (iv) if the Company has, within the twelve (12) month period preceding the date of filing such registration statement is made in good faithrequest, already effected two registrations on Form F-3 for the Holders pursuant to this Section 1.4; or (v) in any particular jurisdiction in which Puyi the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliancecompliance except as may be required by the Act. (c) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). In such event the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). If the total amount of securities, including Registrable Securities, requested by the Holders to be included in such offering exceeds the amount of securities that the underwriters determine in their sole reasonable discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable Securities be excluded from such offering unless all other securities are first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be apportioned (i) first, pro rata among the selling Holders of Registrable Preferred Securities based on the number of Registrable Preferred Securities held by all such selling Holders (or in such other proportions as shall mutually be agreed to by all such selling Holders), and (ii) second, pro rata among the selling Holders of Registrable Common Securities based on the number of Registrable Common Securities held by all such selling Holders (or in such other proportions as shall mutually be agreed to by all such selling Holders); it being understood that no Registrable Common Securities shall be included in such offering unless all Registrable Preferred Securities requested to be registered are included in such offering. For purposes of the preceding sentence concerning apportionment, for any selling stockholder that is a Holder of Registrable Securities and that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of Registrable Securities owned by all such related entities and individuals. (vid) if Puyi has already effected one F-3 Subject to the foregoing, the Company shall file a registration statement under covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders. Registrations effected pursuant to this Section 5.31.4 shall not be counted as requests for registration effected pursuant to Sections 1.2.

Form F-3 Registration. (i) The Company will be eligible to file a registration statement on Form F-3 once it has made the filing with the SEC of its Annual Report on Form 20-F for fiscal year 2006, assuming such filing is made on a timely basis. At any time during after it becomes eligible to file a registration statement on Form F-3, the three (3) year period following Holders of Registrable Securities may, subject to certain terms and conditions, require the expiration of Company to file a registration statement on Form F-3. In case the Lock-up Period, in case Puyi Company shall receive from any Fanhua Party holding, in the aggregate, at least twenty percent (20%) Holders of the Puyi Exchange Shares issued hereunder Registrable Securities a written request or requests that Puyi the Company effect a registration on Form F-3, F-3 and any related qualification or compliance, compliance with respect to all or a part of the Registrable SharesSecurities owned by such Holder or Holders, Puyi shall within twenty the Company shall: (20a) days after receipt of any such request promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Fanhua PartiesHolders; (b) use all reasonable efforts to effect, and include in such registration all Registrable Shares held by all such Fanhua Parties who wish to participate in such registration and provide Puyi with written requests for inclusion therein within fifteen (15) days after the receipt of ▇▇▇▇’s notice. Thereuponas soon as practicable, Puyi shall, at its expense, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Fanhua PartiesHolders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Shares Securities of any other Fanhua Parties Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from Puyi; (ii) Notwithstanding the foregoingCompany, if provided, however, that the underwriter advises the Fanhua Parties in writing that marketing factors require a limitation of the number of shares to be underwritten (or, in the case such registration and offering shall not be underwritten, any other factor arises requiring such a limitation in the number of shares to be so registered), then there shall be included in such registration and underwriting to the extent necessary to satisfy such limitation the Registrable Shares held by the Fanhua Parties (pro rata to the respective number of Registrable Shares required by such Fanhua Parties to be included in the registration). (iii) Notwithstanding the foregoing, Puyi Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 5.3, section 1.4: (i) if Form F-3 is not available for such offering by the Fanhua Parties; Holders; (ii) if the Fanhua PartiesHolders, together with the holders of any other securities of Puyi the Company entitled to inclusion in such registration, propose to sell Registrable Shares Securities and such other securities (if any) at an expected aggregate price to the public (net of any underwriters’ discounts or commissions) of less than One Million United States dollars ($1,000,000); U.S.$1,000,000; (iii) if Puyi the Company shall furnish to the Fanhua Parties Holders a certificate signed by the President Chief Executive Officer or CEO Chairman of ▇▇▇▇ the Board of the Company stating that in the good faith judgment of the Board of Directors of Puyi the Company, it would be seriously detrimental to Puyi or the Company and its shareholders for such Form F-3 registration statement Registration to be effected at such timetime as a result of requiring a disclosure that would cause a material adverse affect on any plan or agreement with respect to any financing, acquisition, or other material transaction, in which event Puyi the Company shall have the right to defer the filing of the Form F-3 registration statement for a period of not more than one hundred twenty (120) 120 days after receipt of the request of the Fanhua Parties Holder or Holders under this Section 5.31.4; provided, however, that Puyi the Company shall not utilize this right more than once in any twelve month period; (iv) if the Company has, within the twelve (12) month period; (iv) during the period starting with the date sixty (60) days prior to ▇▇▇▇’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of Puyi (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that ▇▇▇▇ is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that ▇▇▇▇’s estimate of preceding the date of filing such request, already effected one registration statement is made in good faithon Form F-3 for the Holders pursuant to this Section 1.4; or (v) in any particular jurisdiction in which Puyi the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or ; (vic) if Puyi has already effected one F-3 subject to the foregoing, the Company shall file a registration statement under covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 5.31.4 shall not be counted as requests for registration effected pursuant to Sections 1.2.

Form F-3 Registration. (i) At any time during In case the three (3) year period following the expiration of the Lock-up Period, in case Puyi Company shall receive from any Fanhua Party holding, Holder or Holders of Registrable Securities who together hold in the aggregate, at least twenty percent (20%) aggregate not less than 10% of the Puyi Exchange Shares issued hereunder Registrable Securities then outstanding a written request or requests that Puyi the Company effect a registration on Form F-3 (or any successor to Form F-3, ) or any similar short-form registration statement and any related qualification or compliance, compliance with respect to all or a part of the Registrable SharesSecurities owned by such Holder or Holders, Puyi shall within twenty the Company will: (20a) days after receipt of any such request promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Fanhua Parties, and include in such registration all Holders of Registrable Shares held by all such Fanhua Parties who wish to participate in such registration and provide Puyi with written requests for inclusion therein within fifteen Securities; and (15b) days after the receipt of ▇▇▇▇’s notice. Thereupon, Puyi shall, at its expenseas soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Fanhua PartiesHolder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Shares Securities of any other Fanhua Parties Holder or Holders joining in such request as are specified in a written request given within fifteen ten (1510) days after receipt of such written notice from Puyi; (ii) Notwithstanding the foregoingCompany; provided, if however, that the underwriter advises the Fanhua Parties in writing that marketing factors require a limitation of the number of shares to be underwritten (or, in the case such registration and offering shall not be underwritten, any other factor arises requiring such a limitation in the number of shares to be so registered), then there shall be included in such registration and underwriting to the extent necessary to satisfy such limitation the Registrable Shares held by the Fanhua Parties (pro rata to the respective number of Registrable Shares required by such Fanhua Parties to be included in the registration). (iii) Notwithstanding the foregoing, Puyi Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 5.3, 2.3: (i) if Form F-3 is not available for such offering by the Fanhua Parties; Holders, or (ii) if the Fanhua PartiesHolders, together with the holders of any other securities of Puyi the Company entitled to inclusion in such registration, propose to sell Registrable Shares Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than One Million United States one million dollars ($1,000,000); , or (iii) if, within thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 2.3, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement; (iv) if Puyi the Company shall furnish to the Fanhua Parties Holders a certificate signed by the President Chairman of the Board of Directors (or, in the absence of a Chairman of the Board, a lead independent director or CEO director exercising a similar function) of ▇▇▇▇ the Company stating that in the good faith judgment of the Board of Directors of Puyi the Company, it would be seriously detrimental to Puyi or the Company and its shareholders for such Form F-3 registration statement to be effected at such time, in which event Puyi the Company shall have the right to defer the filing of the Form F-3 registration statement for a period of not more than one hundred twenty (120) days after receipt of the request of the Fanhua Parties Holder or Holders under this Section 5.32.3; providedor (v) if the Company has, however, that Puyi shall not utilize this right more than once in any within the twelve (12) month period; (iv) during the period starting with the date sixty (60) days prior to ▇▇▇▇’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of Puyi (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that ▇▇▇▇ is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that ▇▇▇▇’s estimate of preceding the date of filing such registration statement is made in good faith; request, already effected two (v2) registrations on Form F-3 for the Holders pursuant to this Section 2.3, or (vi) in any particular jurisdiction in which Puyi the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or . (vic) if Puyi has already effected one Subject to the foregoing, the Company shall file a Form F-3 registration statement under covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the requests of the Holders. Registrations effected pursuant to this Section 5.32.3 shall not be counted as demands for registration or registrations effected pursuant to Section 2.1.

Form F-3 Registration. (ia) At any time during In case the three (3) year period following the expiration of the Lock-up Period, in case Puyi Company shall receive from any Fanhua Party holding, in the aggregate, at least twenty percent (20%) of the Puyi Exchange Shares issued hereunder an Investor a written request or requests that Puyi the Company effect a registration Registration on Form F-3, F-3 (and any related qualification or compliance, ) with respect to all or any part of the Registrable SharesSecurities owned by such Investor, Puyi then the Company shall within twenty (20) days after receipt of any such request promptly give written notice of the proposed registrationRegistration and such Investor’s request therefor, and any related qualification or compliance, to all other Fanhua PartiesHolders; and, subject to the provisions of this Sections 2.2(b) and include (c), as soon as practicable but in such registration all Registrable Shares held by all such Fanhua Parties who wish to participate in such registration and provide Puyi with written requests for inclusion therein within fifteen no later than forty-five (1545) days after the receipt of ▇▇▇▇’s notice. Thereupon, Puyi shall, at its expensethe request of such Investor, effect such registration Registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion Registrable Securities of such Fanhua Parties’ Registrable Securities Investor as are specified in such request, together with all or such portion of the Registrable Shares Securities of any other Fanhua Parties Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from Puyi; (ii) Notwithstanding the foregoing, if the underwriter advises the Fanhua Parties in writing that marketing factors require a limitation of the number of shares to be underwritten (or, in the case such registration and offering shall not be underwritten, any other factor arises requiring such a limitation in the number of shares to be so registered), then there shall be included in such registration and underwriting to the extent necessary to satisfy such limitation the Registrable Shares held by the Fanhua Parties (pro rata to the respective number of Registrable Shares required by such Fanhua Parties to be included in the registration)Company. (iiib) Notwithstanding anything to the foregoingcontrary provided above, Puyi the Company shall not be obligated to effect any such registrationRegistration, qualification or compliance, compliance pursuant to this Section 5.3, 2.2: (i1) if Form F-3 is not available for such offering by the Fanhua Parties; Holders; (ii2) if the Fanhua Partiessuch Holders, together with the holders of any other securities of Puyi the Company entitled to inclusion in such registrationRegistration, propose to sell Registrable Shares Securities and such other securities (if any) at an aggregate price to the public (net before payment of any underwriters’ discounts or commissions) of less than One Million United States dollars US$20,000,000; ($1,000,000); (iii3) if Puyi the Company shall furnish to the Fanhua Parties Investor requesting such Registration a certificate signed by the President or CEO Chairman of ▇▇▇▇ the Board of Directors of the Company stating that in the good faith judgment of the Board of Directors of Puyi the Company, it would be seriously materially detrimental to Puyi or the Company and its shareholders for such Form F-3 registration statement Registration to be effected at such time, in which event Puyi the Company shall have the right to defer the filing of the Form F-3 registration statement Registration Statement no more than once during any twelve (12) month period for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Fanhua Parties Investor requesting Registration under this Section 5.3; provided, however, that Puyi shall not utilize this right more than once in any twelve (12) month period; (iv) during the period starting with the date sixty (60) days prior to ▇▇▇▇’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of Puyi (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan)2.2, provided that ▇▇▇▇ is actively employing in good faith reasonable efforts to cause the Company shall not register any of its other securities during such registration statement to become effective and that ▇▇▇▇’s estimate of the date of filing such registration statement is made in good faith; ninety (v90) day period; (4) in any particular jurisdiction in which Puyi the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registrationRegistration, qualification or compliancecompliance unless the Company is already qualified to do business or subject to service of process in that jurisdiction and except as may be required by the Securities Act; or or (vi5) if Puyi has the Company has, within the twelve (12)-month period preceding the date of such request, already effected one two (2) Registrations on Form F-3 registration statement under for any Investors pursuant to this Section 5.32.2 excluding any Registrations from which Registrable Securities have been excluded despite an Investor’s request that they be included.

Form F-3 Registration. (i) At any time during In case the three (3) year period following the expiration of the Lock-up Period, in case Puyi Company shall receive from any Fanhua Party holding, in the aggregate, Holders of at least twenty percent (20%) of the Puyi Exchange Shares issued hereunder Registrable Securities (for purposes of this Section 2.3, the “F-3 Initiating Holders”) a written request or requests that Puyi the Company effect a registration on Form F-3, F-3 and any related qualification or compliance, compliance with respect to all or a part of the Registrable SharesSecurities owned by such Holder or Holders, Puyi shall within twenty the Company shall: (20a) days after receipt of any such request promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Fanhua PartiesHolders; and (b) use its commercially reasonable efforts to effect, and include in such registration all Registrable Shares held by all such Fanhua Parties who wish to participate in such registration and provide Puyi with written requests for inclusion therein within fifteen (15) days after the receipt of ▇▇▇▇’s notice. Thereuponas soon as practicable, Puyi shall, at its expense, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Fanhua PartiesHolders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Shares Securities of any other Fanhua Parties Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from Puyi; (ii) Notwithstanding the foregoingCompany; provided, if however, that the underwriter advises the Fanhua Parties in writing that marketing factors require a limitation of the number of shares to be underwritten (or, in the case such registration and offering shall not be underwritten, any other factor arises requiring such a limitation in the number of shares to be so registered), then there shall be included in such registration and underwriting to the extent necessary to satisfy such limitation the Registrable Shares held by the Fanhua Parties (pro rata to the respective number of Registrable Shares required by such Fanhua Parties to be included in the registration). (iii) Notwithstanding the foregoing, Puyi Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 5.3, 2.3: (i) if Form F-3 is not available for such offering by the Fanhua Parties; Holders; (ii) if the Fanhua PartiesHolders, together with the holders of any other securities of Puyi the Company entitled to inclusion in such registration, propose to sell Registrable Shares Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than One Million United States dollars ($1,000,000); ; (iii) if Puyi the Company shall furnish to the Fanhua Parties all Holders requesting a registration statement pursuant to this Section 2.3 a certificate signed by the President Company’s Chief Executive Officer or CEO Chairman of ▇▇▇▇ the Board stating that in the good faith judgment of the Board of Directors of Puyi Board, it would be seriously detrimental to Puyi or the Company and its shareholders stockholders for such Form F-3 registration statement to be effected at such time, in which event Puyi the Company shall have the right to defer the such filing of the Form F-3 registration statement for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Fanhua Parties under this Section 5.3F-3 Initiating Holders; provided, however, provided that Puyi such right shall be exercised by the Company not utilize this right more than once in any twelve (12) month period; ; (iv) during if the Company has, within the twelve (12) month period starting with the date sixty (60) days prior to ▇▇▇▇’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of Puyi (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that ▇▇▇▇ is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that ▇▇▇▇’s estimate of preceding the date of filing such registration statement is made in good faith; request, already effected two (2) registrations on Form F-3 pursuant to this Section 2.3; (v) in any particular jurisdiction in which Puyi the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or ; (vi) if Puyi has already effected one the Company, within thirty (30) days of receipt of the request of such F-3 Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement under with the SEC within ninety (90) days of receipt of such request (other than a registration effected solely to qualify an employee benefit plan or to effect a business combination pursuant to Rule 145), provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective; or (vii) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration subject to Section 2.2 of this Agreement, provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective. (c) If the F-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 5.32.3 and the Company shall include such information in the written notice referred to in Section 2.3(a). The provisions of Section 2.1(b) of this Agreement shall be applicable to such request (with the substitution of Section 2.3 for references to Section 2.1). (d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the F-3 Initiating Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as requests for registration effected pursuant to Section 2.1 of this Agreement.

Form F-3 Registration. (i) At any time during In case the three (3) year period following the expiration of the Lock-up Period, in case Puyi Company shall receive from any Fanhua Party holding, in the aggregate, at least twenty percent (20%) of the Puyi Exchange Shares issued hereunder Holder or Holders a written request or requests that Puyi the Company effect a registration on Form F-3, F-3 and any related qualification or compliance, compliance with respect to all or a part of the Registrable SharesSecurities owned by such Holder or Holders, Puyi shall within twenty the Company will: (20a) days after receipt of any such request promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Fanhua Parties, and include in such registration all Registrable Shares held by all such Fanhua Parties who wish to participate in such registration and provide Puyi with written requests for inclusion therein within fifteen Holders; and (15b) days after the receipt of ▇▇▇▇’s notice. Thereupon, Puyi shall, at its expenseas soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Fanhua Parties’ Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Shares Securities of any other Fanhua Parties Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from Puyi; (ii) Notwithstanding the foregoingCompany; provided, if however, that the underwriter advises the Fanhua Parties in writing that marketing factors require a limitation of the number of shares to be underwritten (or, in the case such registration and offering shall not be underwritten, any other factor arises requiring such a limitation in the number of shares to be so registered), then there shall be included in such registration and underwriting to the extent necessary to satisfy such limitation the Registrable Shares held by the Fanhua Parties (pro rata to the respective number of Registrable Shares required by such Fanhua Parties to be included in the registration). (iii) Notwithstanding the foregoing, Puyi Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 5.3, section 1.12: (i1) if Form F-3 is not available for such offering by the Fanhua PartiesHolders; (ii2) if the Fanhua Parties, together with the holders of any other securities of Puyi entitled to inclusion in such registration, Holders propose to sell Registrable Shares and such other securities (if any) Securities at an aggregate price to the public (net of any underwriters’ ' discounts or commissions) of less than One Million United States one million dollars ($1,000,000); (iii3) if Puyi the Company shall furnish to the Fanhua Parties Holders a certificate signed by the President or CEO of ▇▇▇▇ the Company stating that in the good faith judgment of the Board of Directors of Puyi the Company, it would be seriously detrimental to Puyi or the Company and its shareholders for such Form F-3 registration statement Registration to be effected at such time, in which event Puyi the Company shall have the right to defer the filing of the Form F-3 registration statement for a period of not more than one hundred twenty (120) days after receipt of the request of the Fanhua Parties Holder or Holders under this Section 5.31.12; provided, however, that Puyi the Company shall not utilize this right more than once in any twelve month period; (4) if the Company has, within the twelve (12) month period; (iv) during the period starting with the date sixty (60) days prior to ▇▇▇▇’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of Puyi (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that ▇▇▇▇ is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that ▇▇▇▇’s estimate of preceding the date of filing such registration statement is made in good faithrequest, already effected two registrations on Form F-3 for the Holders pursuant to this Section 1.12; or (v5) in any particular jurisdiction in which Puyi the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or . (vic) if Puyi has already effected one F-3 Subject to the foregoing, the Company shall file a registration statement under covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to Section 1.12, including (without limitation) all registration, filing, qualification, printer's and accounting fees and the reasonable fees and disbursements of counsel for the selling Holder or Holders and counsel for the Company, but excluding any underwriters' discounts or commissions associated with Registrable Securities, shall be borne by the Company. Registrations effected pursuant to this Section 5.31.12 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

Form F-3 Registration. Until seven (i7) At any time during the three (3) year period years following the expiration of the Lock-up Periodan IPO, in case Puyi the Company shall receive from any Fanhua Party holding, in the aggregate, at least twenty percent (20%) of the Puyi Exchange Shares issued hereunder Holder or Holders a written request or requests that Puyi the Company effect a registration on Form F-3, and any related qualification or compliance, with respect to Registrable SharesSecurities where the aggregate net proceeds from the sale of such Registrable Securities equal to not less than one million United States dollars ($1,000,000), Puyi shall the Company will within twenty (20) days after receipt of any such request give written notice of the proposed registration, and any related qualification or compliance, to all other Fanhua PartiesHolders, and shall include in such registration all Registrable Shares Securities held by all such Fanhua Parties Holders who wish to participate in such registration and provide Puyi the Company with written requests for inclusion therein within fifteen (15) days after the receipt of ▇▇▇▇the Company’s notice. Thereupon, Puyi shall, at its expense, the Company shall effect such registration and all such qualifications and compliances as may be reasonably so requested and as would permit or facilitate the sale and distribution of all or such portion of such Fanhua PartiesHolder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Shares Securities of any other Fanhua Parties Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from Puyi; (ii) Notwithstanding the foregoingCompany; provided, if however, that the underwriter advises the Fanhua Parties in writing that marketing factors require a limitation of the number of shares to be underwritten (or, in the case such registration and offering shall not be underwritten, any other factor arises requiring such a limitation in the number of shares to be so registered), then there shall be included in such registration and underwriting to the extent necessary to satisfy such limitation the Registrable Shares held by the Fanhua Parties (pro rata to the respective number of Registrable Shares required by such Fanhua Parties to be included in the registration). (iii) Notwithstanding the foregoing, Puyi Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 5.3, (i) if 2.4: 2.4.1 If Form F-3 is not available for such offering by the Fanhua Parties; (ii) if Holders; 2.4.2 If the Fanhua Parties, together with the holders of any other securities of Puyi entitled to inclusion in such registration, propose to sell Registrable Shares and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than One Million United States dollars ($1,000,000); (iii) if Puyi Company shall furnish to the Fanhua Parties Holders a certificate signed by the President or CEO Chief Executive Officer of ▇▇▇▇ the Company stating that in the good faith judgment of the Board of Directors of Puyi it would be seriously detrimental to Puyi the Company or its shareholders for such Form F-3 registration statement to be effected at such time, in which event Puyi the Company shall have the right to defer the filing of the Form F-3 registration statement for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Fanhua Parties Holder or Holders under this Section 5.32.4; provided, however, that Puyi the Company shall not utilize this right more than once in any twelve (12) month period; ; 2.4.3 If the Company has, within the twelve (iv12) during month period preceding the date of such request, already effected two (2) registrations on Form F-3 for the Holders pursuant to this Section 2.4; 2.4.4 During the period starting with the date sixty (60) days prior to ▇▇▇▇the Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of Puyi the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that ▇▇▇▇ the Company is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that ▇▇▇▇the Company’s estimate of the date of filing such registration statement is made in good faith; (v) in or 2.4.5 In any particular jurisdiction in which Puyi the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (vi) if Puyi has already effected one F-3 registration statement under this Section 5.3.

Form F-3 Registration. (i) At any time during In the three (3) year period following event that the expiration of the Lock-up Period, in case Puyi Company shall receive from any Fanhua Party holding, in Major Shareholder or the aggregate, at least twenty percent (20%) of the Puyi Exchange Shares issued hereunder Sponsor a written request or requests that Puyi the Company effect a shelf registration on Form F-3, and any related qualification or compliance, F-3 with respect to Registrable SharesSecurities (if no Form F-3 is then on file and available for use by the Holders), Puyi shall the Company will within twenty ten (2010) days after receipt of any such request give written notice of the proposed registration, and any related qualification or compliance, registration to all other Fanhua PartiesHolders, and include in such registration all Registrable Shares Securities held by all such Fanhua Parties Holders who wish to participate in such registration and provide Puyi the Company with written requests for inclusion therein within fifteen seven (157) days after the receipt of ▇▇▇▇the Company’s notice; provided that no Holder who is subject to a lockup with respect to such Holder’s Registrable Securities shall have any right to have such Registrable Securities participate in such registration or offering except to the extent such lockup has expired or been waived. Thereupon, Puyi shall, at its expense, the Company shall effect such registration and all such qualifications and compliances as may be reasonably so requested and as would permit or facilitate the sale and distribution of all or such portion of such Fanhua Parties’ Holder’s or Major Shareholder’s Registrable Securities as are specified in such request, together with all or such portion of the Registrable Shares Securities of any other Fanhua Parties Holder joining in such request as are specified in a written request given within fifteen seven (157) days after receipt of such written notice from Puyi; (ii) Notwithstanding the foregoing, if Company; provided that the underwriter advises the Fanhua Parties in writing that marketing factors require a limitation of the number of shares to be underwritten (or, in the case such registration and offering shall not be underwritten, any other factor arises requiring such a limitation in the number of shares to be so registered), then there shall be included in such registration and underwriting to the extent necessary to satisfy such limitation the Registrable Shares held by the Fanhua Parties (pro rata to the respective number of Registrable Shares required by such Fanhua Parties to be included in the registration). (iii) Notwithstanding the foregoing, Puyi Company shall not be obligated to effect any such registration, qualification qualification, compliance or complianceoffering, pursuant to this Section 5.32.5, (i) if Form F-3 is not available for such offering by the Fanhua Partiesregistration or offering; (ii) if the Fanhua Parties, together with the holders of any other securities of Puyi entitled to inclusion in such registration, propose to sell Registrable Shares and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than One Million United States dollars ($1,000,000); (iii) if Puyi Company shall furnish to the Fanhua Parties requesting Major Shareholder a certificate signed by the President or CEO Chief Executive Officer of ▇▇▇▇ the Company stating that in the good faith judgment of the Board of Directors of Puyi it would be seriously detrimental to Puyi the Company or its shareholders for such Form F-3 registration statement or Shelf Takedown pursuant thereto to be effected at such time, in which event Puyi the Company shall have the right to defer the filing of the Form F-3 registration statement or Shelf Takedown for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Fanhua Parties Major Shareholder under this Section 5.32.5; provided, however, provided that Puyi the Company shall not utilize this right more than once in any twelve (12) month period; or (iviii) during the period starting with the date sixty (60) days prior to ▇▇▇▇the Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of Puyi the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that ▇▇▇▇ the Company is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that ▇▇▇▇the Company’s estimate of the date of filing such registration statement is made in good faith; . The Holders may use such Form F-3 to dispose of their Registrable Securities on a non-underwritten basis, and may utilize such Form F-3 on an underwritten basis if requested by Initiating Holders (vwith any such request being deemed to be a demand pursuant to Section ‎2.3 and subject to the limits and rules set forth therein, mutatis mutandis). If requested by any Holder or Major Shareholder, the Company shall promptly file with the SEC such post-effective amendments or supplements to any such Form F-3 as may be necessary to name such Holder or Major Shareholder therein as a selling shareholder and otherwise permit such Holder or Major Shareholder to sell Registrable Securities thereunder. References to Form F-3 herein (or any “short-form” successor thereto) in shall include references to Form S-3 (or any particular jurisdiction in which Puyi would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (vi“short-form” successor thereto) if Puyi has already effected one F-3 registration statement under this Section 5.3the Company ceases to be eligible to use Form F-3.

Form F-3 Registration. (ia) At Request for a Form F-3 Registration. Upon the Company becoming eligible for use of Form F-3 or S-3 (or any time during successor form thereto) under the three (3) year period following the expiration Securities Act in connection with a public offering of the Lock-up Periodits securities, in case Puyi the event that the Company shall receive from any Fanhua Party holding, in the aggregate, at least twenty percent (20%) one or more of the Puyi Exchange Shares issued hereunder General Atlantic Shareholders as a group, acting through GA LLC or its written designee (the “F-3 Initiating Holders”), a written request or requests that Puyi effect a registration the Company register, under the Securities Act on Form F-3F-3 or S-3 (or any successor form then in effect) (an “F-3 Registration”), and any related qualification all or compliancea portion of the Registrable Securities owned by such F-3 Initiating Holders, with respect to Registrable Shares, Puyi the Company shall within twenty (20) days after receipt of any such request give written notice of such request to all of the Designated Holders (other than F-3 Initiating Holders which have requested an F-3 Registration under this Section 5(a)) at least ten (10) days before the anticipated filing date of such Form F-3 or S-3, and such notice shall describe the proposed registration and offer such Designated Holders the opportunity to register the number of Registrable Securities as each such Designated Holder may request in writing to the Company, given within ten (10) days after their receipt from the Company of the written notice of such registration. If requested by the F-3 Initiating Holders, and any related qualification or compliancesuch F-3 Registration shall be for an offering on a continuous basis pursuant to Rule 415 under the Securities Act. With respect to each F-3 Registration, the Company shall, subject to all other Fanhua PartiesSection 5(b), and (i) include in such offering the Registrable Securities of the F-3 Initiating Holders and (ii) use its reasonable best efforts to (x) cause such registration all pursuant to this Section 5(a) to become and remain effective as soon as practicable, but in any event not later than forty-five (45) days after it receives a request therefor and (y) include in such offering the Registrable Shares held by all such Fanhua Parties Securities of the Designated Holders (other than F-3 Initiating Holders which have requested an F-3 Registration under this Section 5(a)) who wish have requested in writing to participate in such registration on the same terms and provide Puyi with written requests for inclusion therein within fifteen (15) days after conditions as the receipt of ▇▇▇▇’s notice. Thereupon, Puyi shall, at its expense, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Fanhua Parties’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Shares of any other Fanhua Parties joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from Puyi; (ii) Notwithstanding the foregoing, if the underwriter advises the Fanhua Parties in writing that marketing factors require a limitation of the number of shares to be underwritten (or, in the case such registration and offering shall not be underwritten, any other factor arises requiring such a limitation in the number of shares to be so registered), then there shall be F-3 Initiating Holders included in such registration and underwriting to the extent necessary to satisfy such limitation the Registrable Shares held by the Fanhua Parties (pro rata to the respective number of Registrable Shares required by such Fanhua Parties to be included in the registration)therein. (iii) Notwithstanding the foregoing, Puyi shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 5.3, (i) if Form F-3 is not available for such offering by the Fanhua Parties; (ii) if the Fanhua Parties, together with the holders of any other securities of Puyi entitled to inclusion in such registration, propose to sell Registrable Shares and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than One Million United States dollars ($1,000,000); (iii) if Puyi shall furnish to the Fanhua Parties a certificate signed by the President or CEO of ▇▇▇▇ stating that in the good faith judgment of the Board of Directors of Puyi it would be seriously detrimental to Puyi or its shareholders for such Form F-3 registration statement to be effected at such time, in which event Puyi shall have the right to defer the filing of the Form F-3 registration statement for a period of not more than one hundred twenty (120) days after receipt of the request of the Fanhua Parties under this Section 5.3; provided, however, that Puyi shall not utilize this right more than once in any twelve (12) month period; (iv) during the period starting with the date sixty (60) days prior to ▇▇▇▇’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of Puyi (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that ▇▇▇▇ is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that ▇▇▇▇’s estimate of the date of filing such registration statement is made in good faith; (v) in any particular jurisdiction in which Puyi would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (vi) if Puyi has already effected one F-3 registration statement under this Section 5.3.

Form F-3 Registration. (i) At any time during In case the three (3) year period following the expiration of the Lock-up Period, in case Puyi Company shall receive from any Fanhua Party holding, Holder or Holders of Registrable Securities who together hold in the aggregate, at least twenty percent (20%) aggregate not less than 10% of the Puyi Exchange Shares issued hereunder Registrable Securities then outstanding a written request or requests that Puyi the Company effect a registration on Form F-3 (or any successor to Form F-3, ) or any similar short-form registration statement and any related qualification or compliance, compliance with respect to all or a part of the Registrable SharesSecurities owned by such Holder or Holders, Puyi shall within twenty the Company will: (20a) days after receipt of any such request promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Fanhua Parties, and include in such registration all Holders of Registrable Shares held by all such Fanhua Parties who wish to participate in such registration and provide Puyi with written requests for inclusion therein within fifteen Securities; and (15b) days after the receipt of ▇▇▇▇’s notice. Thereupon, Puyi shall, at its expenseas soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Fanhua PartiesHolder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Shares Securities of any other Fanhua Parties Holder or Holders joining in such request as are specified in a written request given within fifteen ten (1510) days after receipt of such written notice from Puyi; (ii) Notwithstanding the foregoingCompany; provided, if however, that the underwriter advises the Fanhua Parties in writing that marketing factors require a limitation of the number of shares to be underwritten (or, in the case such registration and offering shall not be underwritten, any other factor arises requiring such a limitation in the number of shares to be so registered), then there shall be included in such registration and underwriting to the extent necessary to satisfy such limitation the Registrable Shares held by the Fanhua Parties (pro rata to the respective number of Registrable Shares required by such Fanhua Parties to be included in the registration). (iii) Notwithstanding the foregoing, Puyi Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 5.3, 2.3: (i) if Form F-3 is not available for such offering by the Fanhua Parties; Holders, or (ii) if the Fanhua PartiesHolders, together with the holders of any other securities of Puyi the Company entitled to inclusion in such registration, propose to sell Registrable Shares Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than One Million United States one million dollars ($1,000,000); , or (iii) if, within thirty (30) days of receipt of a written request from any Holder or Holders pursuant to this Section 2.3, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement; (iv) if Puyi the Company shall furnish to the Fanhua Parties Holders a certificate signed by the President Chairman of the Board of Directors (or, in the absence of a Chairman of the Board, a lead independent director or CEO director exercising a similar function) of ▇▇▇▇ the Company stating that in the good faith judgment of the Board of Directors of Puyi the Company, it would be seriously detrimental to Puyi or the Company and its shareholders for such Form F-3 registration statement to be effected at such time, in which event Puyi the Company shall have the right to defer the filing of the Form F-3 registration statement for a period of not more than one hundred twenty (120) days after receipt of the request of the Fanhua Parties under this Section 5.3; provided, however, that Puyi shall not utilize this right more than once in any twelve (12) month period; (iv) during the period starting with the date sixty (60) days prior to ▇▇▇▇’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of Puyi (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that ▇▇▇▇ is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that ▇▇▇▇’s estimate of the date of filing such registration statement is made in good faith; (v) in any particular jurisdiction in which Puyi would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (vi) if Puyi has already effected one F-3 registration statement under this Section 5.3.right

Form F-3 Registration. (i) At any time during In case the three (3) year period following the expiration of the Lock-up Period, in case Puyi Company shall receive from any Fanhua Party holding, in the aggregate, Holders of at least twenty percent (20%) [***]of the Puyi Exchange Shares issued hereunder Registrable Securities (for purposes of this Section 5.4, the “F-3 Initiating Holders”) a written request or requests that Puyi the Company effect a registration on Form F-3, F-3 (or an equivalent registration in a jurisdiction outside of the United States) and any related qualification or compliance, compliance with respect to all or a part of the Registrable SharesSecurities owned by such Holder or Holders, Puyi shall within twenty the Company shall: (20i) days after receipt of any such request promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Fanhua PartiesHolders; and (ii) use all commercially reasonable efforts to effect, and include in such registration all Registrable Shares held by all such Fanhua Parties who wish to participate in such registration and provide Puyi with written requests for inclusion therein within fifteen (15) days after the receipt of ▇▇▇▇’s notice. Thereuponas soon as practicable, Puyi shall, at its expense, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Fanhua PartiesHolders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Shares Securities of any other Fanhua Parties Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from Puyi; (ii) Notwithstanding the foregoingCompany, if provided, however, that the underwriter advises the Fanhua Parties in writing that marketing factors require a limitation of the number of shares to be underwritten (or, in the case such registration and offering shall not be underwritten, any other factor arises requiring such a limitation in the number of shares to be so registered), then there shall be included in such registration and underwriting to the extent necessary to satisfy such limitation the Registrable Shares held by the Fanhua Parties (pro rata to the respective number of Registrable Shares required by such Fanhua Parties to be included in the registration). (iii) Notwithstanding the foregoing, Puyi Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 5.3, 5.4: (ia) if Form F-3 is not available for such offering by the Fanhua Parties; Holders; (iib) if the Fanhua PartiesHolders, together with the holders of any other securities of Puyi the Company entitled to inclusion in such registration, propose to sell Registrable Shares Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than One Million United States dollars [***]; ($1,000,000); (iiic) if Puyi the Company shall furnish to the Fanhua Parties all Holders requesting a registration statement pursuant to this Section 5.4 a certificate signed by the President Company’s CEO or CEO chairman of ▇▇▇▇ the Board stating that in the good faith judgment of the Board of Directors of Puyi Board, it would be seriously detrimental to Puyi or the Company and its shareholders members for such Form F-3 registration statement to be effected at such time, in which event Puyi the Company shall have the right to defer the such filing of the Form F-3 registration statement for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Fanhua Parties under this Section 5.3; providedF-3 Initiating Holders, however, provided that Puyi such right shall be exercised by the Company not utilize this right more than once in any twelve (12) month period and provided further that the Company shall not register any securities for the account of itself or any other shareholder during such ninety (90) day period; ; (ivd) during after the period starting with the date sixty Company has effected four (604) days prior registrations pursuant to ▇▇▇▇’s estimated date of filing ofthis Section 5.4, and ending on such registrations have been declared or ordered effective; (e) if the date Company has, within the six (6) months immediately following the effective date of, any registration statement pertaining to securities of Puyi (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that ▇▇▇▇ is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that ▇▇▇▇’s estimate of month period preceding the date of filing such request, already effected a registration statement is made in good faithfor the Holders pursuant to this Section 5.4; or (vf) in any particular jurisdiction in which Puyi the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act or compliance; or pursuant to applicable securities laws in other jurisdictions, as the case may be. (viiii) if Puyi has already effected one If the F-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 5.4 and the Company shall include such information in the written notice referred to in Section 5.4(i). The provisions of Section 5.2(ii) shall be applicable to such request (with the substitution of Section 5.4 for references to Section 5.2). (iv) Subject to the foregoing, the Company shall use its commercially reasonable efforts to file a registration statement under covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the F-3 Initiating Holders. Registrations effected pursuant to this Section 5.35.4 shall not be counted as requests for registration effected pursuant to Section 5.2.

Form F-3 Registration. (i) At As soon as practical after its initial public offering, the Company shall use its reasonable best efforts to fulfill all reporting requirements and qualify for registration on Form F-3 or any time during comparable or successor form or forms and to maintain such qualification after the three (3) year period following Company has qualified for the expiration use of Form F-3. After the Lock-up PeriodCompany has qualified for the use of Form F-3, in case Puyi shall receive from any Fanhua Party holding, in the aggregate, Holders of at least twenty ten percent (2010%) of the Puyi Exchange Shares issued hereunder Registrable Securities then held by all the Holders other than DNA shall have the right to submit a written request or requests that Puyi the Company effect a registration on Form F-3, and any related qualification or compliance, with respect to Registrable SharesSecurities where the aggregate net proceeds from the sale of such Registrable Securities are equal to not less than one million United States dollars ($1,000,000). The Company shall, Puyi shall within twenty ten (2010) days after receipt of any such request request, give written notice of the proposed registration, and any related qualification or compliance, to all other Fanhua PartiesHolders, and include in such registration all Registrable Shares Securities held by all such Fanhua Parties Holders who wish to participate in such registration and provide Puyi the Company with written requests for inclusion therein within fifteen ten (1510) days after the receipt of ▇▇▇▇the Company’s notice. Thereupon, Puyi shallthe Company shall use its reasonable commercial efforts, at its expensesubject to the provisions of this Section ‎2.4, to effect such registration and all such qualifications and compliances as may be reasonably so requested and as would permit or facilitate the sale and distribution of all or such portion of such Fanhua Parties’ Holder’s Registrable Securities as are specified in such request, together with all or such portion of the Registrable Shares Securities of any other Fanhua Parties Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from Puyi; (ii) Notwithstanding the foregoingrequest, provided that if the underwriter advises the Fanhua Parties in writing that marketing factors require a limitation of the number of shares to be underwritten (or, in the case such registration and offering Company shall not be underwritten, any other factor arises requiring such a limitation in the number of shares able to be so registered), then there shall be included in such registration and underwriting to the extent necessary to satisfy such limitation include all the Registrable Shares held by Securities of all the Fanhua Parties (pro rata to Holders the respective number of Registrable Shares required by such Fanhua Parties to be included registration preferences set forth in Section ‎2.3.4 above shall apply mutatis mutandis; provided, further, that the registration). (iii) Notwithstanding the foregoing, Puyi Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 5.3‎2.4, (i) if Form F-3 is not available for such offering by the Fanhua PartiesHolders; (ii) if the Fanhua Parties, together with the holders of any other securities of Puyi entitled to inclusion in such registration, propose to sell Registrable Shares and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than One Million United States dollars ($1,000,000); (iii) if Puyi Company shall furnish to the Fanhua Parties Holders a certificate signed by the President or CEO Chief Executive Officer of ▇▇▇▇ the Company stating that in the good faith judgment of the Board of Directors of Puyi it would be seriously detrimental to Puyi the Company or its shareholders for such Form F-3 registration statement to be effected at such time, because such action would (A) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (B) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (C) render the Company unable to comply with requirements under the Securities Act or Exchange Act, in which event Puyi the Company shall have the right to defer the filing of the Form F-3 registration statement for a period of not more than one hundred twenty sixty (12060) days after receipt of the request of the Fanhua Parties Holder or Holders under this Section 5.32.4; provided, however, that Puyi the Company shall not utilize this right more than once in any twelve (12) month period; or (iii) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form F-3 for the Holders pursuant to this Section ‎2.4 provided that as of and for such time as the Company has qualified and remains eligible for registration under Form F-3 or any comparable or successor form or forms, the maximum number of registrations on Form F-3 shall be increased from two (2) registrations by the number of demand registrations remaining available to the Holders at such time pursuant to Section 2.3.6; (iv) during the period starting with the date sixty (60) days prior to ▇▇▇▇the Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of Puyi the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that ▇▇▇▇ the Company is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that ▇▇▇▇the Company’s estimate of the date of filing such registration statement is made in good faith; or (v) in any particular jurisdiction in which Puyi the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (vi) if Puyi has already effected one F-3 registration statement under this Section 5.3.

Form F-3 Registration. (ia) At any time during In case the three (3) year period following the expiration of the Lock-up Period, in case Puyi Company shall receive from any Fanhua Party holding, in the aggregate, at least twenty percent Holder (20%an “Initiating Holder”) of the Puyi Exchange Shares issued hereunder a written request or requests (a “Form F-3 Request Notice”) that Puyi the Company effect a registration on Form F-3, F-3 and any related qualification or compliance, compliance with respect to all or a part of the Registrable SharesSecurities owned by such Holder, Puyi shall within twenty then, subject to the conditions of this Section 2.4, (20x) days after receipt of any such request the Company will give written notice of the proposed registration, and registration within ten (10) Business Days after receipt of any related qualification or compliance, such Form F-3 Request Notice to all other Fanhua PartiesHolders; use its reasonable best efforts to effect, as soon as practicable, and include in any event within sixty (60) days after the date such Form F-3 Request Notice is received by the Company, the filing of a Form F-3 registration statement under the Securities Act including in such registration statement all Registrable Shares Securities held by all such Fanhua Parties Holders who wish to participate in such registration and provide Puyi who have provided the Company with written notice requests for inclusion therein within fifteen ten (1510) days Business Days after the receipt of ▇▇▇▇the Company’s notice. Thereupon, Puyi shall, at its expense, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Fanhua Parties’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Shares of any other Fanhua Parties joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from Puyi; (ii) Notwithstanding the foregoing, if the underwriter advises the Fanhua Parties in writing that marketing factors require a limitation of the number of shares to be underwritten (or, in the case such registration and offering shall not be underwritten, any other factor arises requiring such a limitation in the number of shares to be so registered), then there shall be included in such registration and underwriting to the extent necessary to satisfy such limitation the Registrable Shares held by the Fanhua Parties (pro rata to the respective number of Registrable Shares required by such Fanhua Parties to be included in the registration). (iii) Notwithstanding the foregoing, Puyi The Company shall not be obligated to effect any such registration, qualification or compliance, file a Form F-3 pursuant to this Section 5.3, 2.4 if (i) if Form F-3 is not available for the Company has, within the ninety (90) day period preceding the date of such offering by request, already effected a registration under the Fanhua Parties; Securities Act pursuant to Section 2.2 or this Section 2.4, or in which the Holders had an opportunity to participate pursuant to the provisions of Section 2.3, other than a registration pursuant to the provisions of Section 2.3 from which more than 20% of the Registrable Securities of Holders that were requested to be included were excluded or (ii) if the Fanhua Parties, together with the holders of any other securities of Puyi entitled to inclusion in such registration, propose to sell Registrable Shares and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of the shares to be registered is less than One Million United States dollars ($1,000,000); (iii) if Puyi shall furnish . Subject to the Fanhua Parties terms hereof, the Company will use its reasonable best efforts to effect such registration as soon as practicable. All written requests from any Holder to effect a certificate signed by registration on Form F-3 pursuant to this Section 2.4 shall indicate whether such Holder intends to effect the President or CEO of ▇▇▇▇ stating that in the good faith judgment offering promptly following effectiveness of the Board of Directors of Puyi it would be seriously detrimental registration statement or whether, pursuant to Puyi or its shareholders Section 2.4(a), such Holder intends for such Form F-3 the registration statement to be effected at remain effective so that such time, in which event Puyi shall have Holder may effect the right to defer the filing of the Form F-3 registration statement for offering on a period of not more than one hundred twenty delayed basis (120) days after receipt of the request of the Fanhua Parties under this Section 5.3; provided, however, that Puyi shall not utilize this right more than once in any twelve (12) month period; (iv) during the period starting with the date sixty (60) days prior to ▇▇▇▇’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of Puyi (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan“Shelf Request”), provided that ▇▇▇▇ is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that ▇▇▇▇’s estimate of the date of filing such registration statement is made in good faith; (v) in any particular jurisdiction in which Puyi would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (vi) if Puyi has already effected one F-3 registration statement under this Section 5.3.

Form F-3 Registration. (i) At any time during the three (3) year period In case that following the expiration of Closing, and in no event earlier than the Lock-up Periodtime that the SEC Compliant Financial Statements have been obtained in accordance with the Merger Agreement, in case Puyi the Company shall receive from any Fanhua Party holding, in the aggregate, Holder or Holders of Registrable Securities of at least twenty percent (20%) 30% of the Puyi Exchange Shares issued hereunder Registrable Securities then outstanding (the “F-3 Initiating Holders”) a written request or requests that Puyi the Company effect a registration on Form F-3 (or any successor to Form F-3, ) or any similar short-form registration statement and any related qualification or compliance, compliance with respect to all or a part of the Registrable SharesSecurities owned by such Holder or Holders, Puyi shall within twenty the Company shall: (20a) days after receipt of any such request promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Fanhua PartiesHolders of Registrable Securities; and (b) use all commercially reasonable efforts to effect, and include in such registration all Registrable Shares held by all such Fanhua Parties who wish to participate in such registration and provide Puyi with written requests for inclusion therein within fifteen (15) days after the receipt of ▇▇▇▇’s notice. Thereuponas promptly as reasonably practicable, Puyi shall, at its expense, effect such registration and all such qualifications and compliances as may be so reasonably requested and as would permit or facilitate the sale and distribution of all or such portion of such Fanhua PartiesHolder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Shares Securities of any other Fanhua Parties Holder or Holders joining in such request as are specified in a written request given delivered to the Company within fifteen (15) days after receipt of such written notice from Puyi; (ii) Notwithstanding the foregoingCompany, if except that the underwriter advises the Fanhua Parties in writing that marketing factors require a limitation of the number of shares to be underwritten (or, in the case such registration and offering Company shall not be underwritten, any other factor arises requiring such a limitation in the number of shares to be so registered), then there shall be included in such registration and underwriting to the extent necessary to satisfy such limitation the Registrable Shares held by the Fanhua Parties (pro rata to the respective number of Registrable Shares required by such Fanhua Parties to be included in the registration). (iii) Notwithstanding the foregoing, Puyi shall not be obligated to effect any such registration, qualification or compliance, a registration pursuant to this Section 5.3, 2.2 in the following events: (i) if Form F-3 is not available for such offering by the Fanhua Parties; Holders; (ii) if the Fanhua PartiesHolders, together with the holders of any other securities of Puyi the Company entitled to inclusion in such registration, propose to sell Registrable Shares Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than One Million United States two million dollars ($1,000,0002,000,000); or (iii) if Puyi within twenty (20) days of receipt of a written request from any Holder or Holders pursuant to this Section 2.2, the Company gives notice to such Holder or Holders of the Company’s intention to make a public offering within ninety (90) days, other than pursuant to a Special Registration Statement; or (iv) if the Company shall furnish to the Fanhua Parties Holders a certificate certificate, signed by the President Company’s chief executive officer or CEO of ▇▇▇▇ chief financial officer, stating that in the good faith judgment of the Board of Directors of Puyi the Company, it would be seriously materially detrimental to Puyi or the Company and its shareholders for such Form F-3 registration to either become effective or remain effective for as long as such registration statement otherwise would be required to be effected at remain effective, because such timeaction would (i) materially interfere with a significant acquisition, in which event Puyi corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall have the right to defer the taking action with respect to such filing, and any time periods with respect to filing of the Form F-3 registration statement or effectiveness thereof shall be tolled correspondingly, for a period of not more than one hundred twenty seventy five (12075) days after receipt of the request of the Fanhua Parties under this Section 5.3F-3 Initiating Holders is given (the “Blackout Period”); provided, however, that Puyi shall the Company may not utilize invoke this right more than once in any twelve (12) month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (iv90) day period; and provided further that upon notice by the Company to the F-3 Initiating Holders of any such determination, each F-3 Initiating Holder shall keep the fact of any such notice strictly confidential and, during any Blackout Period, promptly halt any offer, sale, trading or transfer by it of any Registrable Securities pursuant to the Form F-3 for the duration of the Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and promptly halt any use, publication, dissemination or distribution of any prospectus or prospectus supplement covering any Registrable Securities for the duration of the Blackout Period and, if so directed by the Company, shall deliver to the Company any copies then in its possession of any such prospectus or prospectus supplement; or (v) if the Company has already effected, within the twelve (12) month period starting with the date sixty (60) days prior to ▇▇▇▇’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of Puyi (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that ▇▇▇▇ is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that ▇▇▇▇’s estimate of preceding the date of filing such request, one registration statement is made in good faithfor the Holders pursuant to this Section 2.2; (vi) if the Company has already effected two registrations on Form F-3 for the Holders pursuant to this Section 2.2; or (vvii) in any particular jurisdiction in which Puyi the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or , unless the Company is already subject to service in such jurisdiction. (vic) if Puyi has already effected one Subject to the foregoing, the Company shall file a Form F-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the requests of the Holders. Registrations effected pursuant to this Section 2.1 shall not be counted as demands for registration or registrations effected pursuant to Section 2.2. (d) For purposes of Section 2.2, a registration shall not be counted as “effected” if, as a result of the application of the provisions in Section 2.2(e), fewer than 51% of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (e) Notwithstanding anything in this Agreement to the contrary, if the SEC limits the number of Registrable Securities that may be included in any Form F-3 registration statement due to limitations on the use of Rule 415 of the Securities Act, then the Company shall so advise all Holders of Registrable Securities which were proposed to be registered in such registration statement, and the number of shares that may be included in such registration statement shall be allocated to the Holders of such Registrable Securities so requesting to be registered on a pro rata basis, based on the number of Registrable Securities then held by all such Holders. (f) Notwithstanding anything in this Agreement to the contrary, if at the time that the Form F-3 is filed under this Section 5.32.2, either the Holdback Share Consideration or the Earnout Shares have not yet been issued to the Holder, the Holder may still include, subject to applicable Legal Requirements, (i) the full maximum amount of the Holdback Share Consideration to which the Holder may be entitled pursuant to the Merger Agreement and in accordance with the Final Payment Spreadsheet and (ii) up to 10% of the maximum amount of the Earnout Shares to which it may be entitled pursuant to the Merger Agreement and in accordance with the Final Payment Spreadsheet; it being agreed that, for such purpose, the maximum Earnout Shares issuable to such Seller shall be computed based on the Average Price immediately preceding the Closing.

Form F-3 Registration. (i) At any time during the three (3) year period The Company agrees that as soon as practicable following the expiration Restricted Period, but in no event later than forty-five (45) days after the Restricted Period (the “Filing Date”), the Company shall file a registration statement covering the resale of the Lock-up PeriodRegistrable Shares with the SEC for an offering to be made on a continuous basis pursuant to Rule 415, in case Puyi shall receive from any Fanhua Party holding, in the aggregate, at least twenty percent (20%) or if Rule 415 is not available for offers and sales of the Puyi Exchange Registrable Shares, by such other means of distribution of Registrable Shares issued hereunder a written request or requests that Puyi effect a registration as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on Form F-3 or, if the Company is ineligible to register for resale the Registrable Shares on Form F-3, Form F-1, and any related qualification or compliance, with respect the Company shall use its reasonable best efforts to Registrable Shares, Puyi shall within twenty (20) days after receipt of any such request give written notice of cause the proposed registrationRegistration Statement declared effective, and any related qualification other qualifications or compliancecompliances (including, without limitation, the execution of any required undertaking to all file post-effective amendments, appropriate qualifications or exemptions under applicable blue sky or other Fanhua Partiesstate securities laws and appropriate compliance with applicable securities laws, and include requirements or regulations) as promptly as possible after the filing thereof, but in such registration all Registrable Shares held by all such Fanhua Parties who wish any event prior to participate in such registration and provide Puyi with written requests for inclusion therein within fifteen the date, which is either (15A) ten (10) days after the receipt of ▇▇▇▇’s noticea notification of no-review in the event of no review by the SEC, or (B) ninety (90) days after the Filing Date in the event of a review by the SEC (the “Effectiveness Date”). ThereuponFor purposes of clarification, Puyi shallany failure by the Company to file the Initial Registration Statement by the Filing Date or to have such Registration Statement declared effective within such ten (10) days after the notification of no-review or ninety (90) days after the Filing Date, at as applicable, shall not otherwise relieve the Company of its expense, obligations to file or effect such registration and the Initial Registration Statement as set forth above in this Section 5.1. In the event the SEC informs the Company that all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Fanhua Parties’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Shares cannot, as a result of any other Fanhua Parties joining in such request the application of Rule 415, be registered for resale as are specified in a written request given within fifteen secondary offering on a single registration statement, the Company agrees to promptly (15i) days after receipt inform each of such written notice from Puyi; the Holders thereof, (ii) Notwithstanding use its reasonable best efforts to file amendments to the foregoing, if Initial Registration Statement as required by the underwriter advises SEC and/or (iii) withdraw the Fanhua Parties in writing that marketing factors require Initial Registration Statement and file a limitation of the number of shares to be underwritten new registration statement (ora “New Registration Statement”), in either case covering the case such registration and offering shall not be underwritten, any other factor arises requiring such a limitation in the number of shares to be so registered), then there shall be included in such registration and underwriting to the extent necessary to satisfy such limitation the Registrable Shares held by the Fanhua Parties (pro rata to the respective maximum number of Registrable Shares required by such Fanhua Parties permitted to be included in registered by the registration). (iii) Notwithstanding the foregoing, Puyi shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 5.3, (i) if SEC on Form F-3 is not available for such offering by the Fanhua Parties; (ii) or, if the Fanhua Parties, together with Company is ineligible to register for resale the holders of any other securities of Puyi entitled to inclusion in such registration, propose to sell Registrable Shares and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than One Million United States dollars ($1,000,000); (iii) if Puyi shall furnish to the Fanhua Parties a certificate signed by the President or CEO of ▇▇▇▇ stating that in the good faith judgment of the Board of Directors of Puyi it would be seriously detrimental to Puyi or its shareholders for such on Form F-3 registration statement to be effected at such timeF-3, in which event Puyi shall have the right to defer the filing of the Form F-3 registration statement for a period of not more than one hundred twenty (120) days after receipt of the request of the Fanhua Parties under this Section 5.3F-1; provided, however, that Puyi prior to filing such an amendment or New Registration Statement, the Company shall not utilize this right more than once in any twelve (12) month period; (iv) during the period starting be obligated to use its reasonable best efforts to advocate with the date sixty SEC for the registration of all of the Registrable Shares. In the event the Company amends the Initial Registration Statement or files a New Registration Statement, as the case may be, under clauses (60ii) or (iii) above, the Company will use its reasonable best efforts to file with the SEC, within thirty (30) days prior following the date allowed by the SEC, one or more registration statements on Form F-3 or, if the Company is ineligible to ▇▇▇▇’s estimated date of filing ofregister for resale the Registrable Shares on Form F-3, and ending Form F-1, to register for resale those Registrable Shares that were not registered for resale on the date six Initial Registration Statement, as amended, or the New Registration Statement (6) months immediately following the effective date of“Remainder Registration Statements”). If the SEC limits the number of Registrable Shares permitted to be registered on a particular Registration Statement (and notwithstanding that the Company used diligent efforts to advocate with the SEC for the registration of all or a greater number of Registrable Shares), any registration statement pertaining required cutback of Registrable Shares (such Registrable Shares so cut back, the “Cut Back Shares”) shall be applied pro rata among the Holders and any other selling shareholders named in the Registration Statement in accordance with the number of such Registrable Shares sought to securities of Puyi (other than be included in such Registration Statement. In no event shall the Holders be identified as a registration of securities statutory underwriter in the Registration Statement unless in response to a Rule 145 transaction comment or with respect to an employee benefit plan), provided that ▇▇▇▇ is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that ▇▇▇▇’s estimate request from the staff of the date of filing such registration statement is made SEC or another regulatory agency; provided, that if the SEC requests that the Holders be identified as a statutory underwriter in good faith; (v) in any particular jurisdiction in which Puyi would be required the Registration Statement, the Holders will have an opportunity to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (vi) if Puyi has already effected one F-3 registration statement under this Section 5.3withdraw from the Registration Statement.

Form F-3 Registration. (i) At any time during In case the three (3) year period following the expiration of the Lock-up Period, in case Puyi Company shall receive from any Fanhua Party holdingthe Holders of Registrable Securities (for purposes of this Section 1.4, in the aggregate, at least twenty percent (20%“Initiating Holders”) of the Puyi Exchange Shares issued hereunder a written request or requests that Puyi the Company effect a registration on Form F-3, F-3 and any related qualification or compliance, compliance with respect to all or a part of the Registrable SharesSecurities owned by such Holder or Holders, Puyi shall within twenty the Company shall: (20a) days after receipt of any such request promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Fanhua PartiesHolders, and include in such registration and (b) use all Registrable Shares held by all such Fanhua Parties who wish commercially reasonable efforts to participate in such registration and provide Puyi with written requests for inclusion therein within fifteen (15) days after the receipt of ▇▇▇▇’s notice. Thereuponeffect, Puyi shallas soon as practicable, at its expense, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Fanhua PartiesHolders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Shares Securities of any other Fanhua Parties Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from Puyi; (ii) Notwithstanding the foregoingCompany, if provided, however, that the underwriter advises the Fanhua Parties in writing that marketing factors require a limitation of the number of shares to be underwritten (or, in the case such registration and offering shall not be underwritten, any other factor arises requiring such a limitation in the number of shares to be so registered), then there shall be included in such registration and underwriting to the extent necessary to satisfy such limitation the Registrable Shares held by the Fanhua Parties (pro rata to the respective number of Registrable Shares required by such Fanhua Parties to be included in the registration). (iii) Notwithstanding the foregoing, Puyi Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 5.3, section 1.4: (i) if Form F-3 is not available for such offering by the Fanhua Parties; Holders; (ii) if the Fanhua PartiesHolders, together with the holders of any other securities of Puyi the Company entitled to inclusion in such registration, propose to sell Registrable Shares Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than One Million United States dollars ($1,000,000); ; (iii) if Puyi the Company shall furnish to the Fanhua Parties Holders requesting a registration statement pursuant to this Section 1.4, a certificate signed by the President Company’s Chief Executive Officer or CEO Chairman of ▇▇▇▇ the Board stating that in the good faith judgment of the Board of Directors of Puyi Directors, it would be seriously detrimental to Puyi or the Company and its shareholders for such Form F-3 registration statement to be effected at such time, in which event Puyi the Company shall have the right to defer the such filing of the Form F-3 registration statement for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Fanhua Parties under this Section 5.3; providedInitiating Holders, however, provided that Puyi such right shall be exercised by the Company not utilize this right more than once in any twelve (12) month period; period and provided further that the Company shall not register any securities for the account of itself or any other shareholder during such ninety (iv90) during the day period starting with the date sixty (60) days prior to ▇▇▇▇’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of Puyi (other than a registration relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145 transaction or with respect of the Act, a registration on any form that does not include substantially the same information as would be required to an employee benefit plan), provided that ▇▇▇▇ is actively employing be included in good faith reasonable efforts to cause such a registration statement to become effective and covering the sale of the Registrable Securities, or a registration in which the only Common Shares being registered are Common Shares issuable upon conversion of debt securities that ▇▇▇▇’s estimate of are also being registered); (iv) if the Company has, within the twelve (12) month period preceding the date of filing such request, already effected one registration statement is made in good faithon Form F-3 for the Holders pursuant to this Section 1.4; or (v) in any particular jurisdiction in which Puyi the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or compliance except as may be required by the Act. (vic) if Puyi has already effected one F-3 If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2). (d) Subject to the foregoing, the Company shall file a registration statement under covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders. Registrations effected pursuant to this Section 5.31.4 shall not be counted as requests for registration effected pursuant to Sections 1.2.

Form F-3 Registration. (i) At As soon as practical after its initial public offering, the Company shall fulfill all reporting requirements and use its commercially reasonable efforts in order to qualify for registration on Form F-3 or any time during comparable or successor form or forms and to maintain such qualification after the three (3) year period following Company has qualified for the expiration use of Form F-3. After the Lock-up PeriodCompany has qualified for the use of Form F-3, in case Puyi any Holder of Preferred Registrable Securities shall receive from any Fanhua Party holding, in have the aggregate, at least twenty percent (20%) of the Puyi Exchange Shares issued hereunder right to submit a written request or requests that Puyi the Company effect a registration on Form F-3, and any related qualification or compliance, with respect to Registrable SharesSecurities where the aggregate net proceeds from the sale of such Registrable Securities are equal to not less than US$ 1,500,000. The Company shall, Puyi shall within twenty (20) days after receipt of any such request request, give written notice of the proposed registration, and any related qualification or compliance, to all other Fanhua PartiesHolders, and include in such registration all Registrable Shares Securities held by all such Fanhua Parties Holders who wish to participate in such registration and provide Puyi the Company with written requests for inclusion therein within fifteen twenty (1520) days after the receipt of ▇▇▇▇the Company’s notice. Thereupon, Puyi shallthe Company shall use commercially reasonable efforts, at its expensesubject to the provisions of this Section 2.4, to effect such registration and all such qualifications and compliances as may be reasonably so requested and as would permit or facilitate the sale and distribution of all or such portion of such Fanhua Parties’ Holder’s Registrable Securities as are specified in such request, together with all or such portion of the Registrable Shares Securities of any other Fanhua Parties Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from Puyi; (ii) Notwithstanding request; provided, however, that the foregoing, if the underwriter advises the Fanhua Parties in writing that marketing factors require a limitation of the number of shares to be underwritten (or, in the case such registration and offering shall not be underwritten, any other factor arises requiring such a limitation in the number of shares to be so registered), then there shall be included in such registration and underwriting to the extent necessary to satisfy such limitation the Registrable Shares held by the Fanhua Parties (pro rata to the respective number of Registrable Shares required by such Fanhua Parties to be included in the registration). (iii) Notwithstanding the foregoing, Puyi Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 5.32.4, (i) if Form F-3 is not available for such offering by the Fanhua PartiesHolders; (ii) if the Fanhua Parties, together with the holders of any other securities of Puyi entitled to inclusion in such registration, propose to sell Registrable Shares and such other securities (if any) at an aggregate price Company shall famish to the public (net of any underwriters’ discounts or commissions) of less than One Million United States dollars ($1,000,000); (iii) if Puyi shall furnish to the Fanhua Parties Holders a certificate signed by either the President chairperson of the Board or CEO the Chief Executive Officer of ▇▇▇▇ the Company stating that in the good faith judgment of the Board of Directors of Puyi it would be seriously detrimental to Puyi the Company or its shareholders for such Form F-3 registration statement to be effected at such time, because such action would (a) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (b) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall have the right to defer such registration for a period of not more than one hundred eighty (180) days after receipt of the Registration Request, in which event Puyi the Company shall have the right to defer the filing of the Form F-3 registration statement for a period of not more than one hundred twenty eighty (120180) days after receipt of the request of the Fanhua Parties Holder or Holders under this Section 5.32.4; provided, however, that Puyi the Company shall not utilize this right more than once in any twelve (12) month period; (iv) during the period starting with the date that is sixty (60) days prior to ▇▇▇▇before the Company’s estimated good faith estimate of the date of filing of, and ending on the a date six that is ninety (690) months immediately following days after the effective date of, any registration statement pertaining to securities of Puyi (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan)Company-initiated registration, provided that ▇▇▇▇ the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective and that ▇▇▇▇’s estimate of effective; or (v) if the Company has, within the twelve (12) month period preceding the date of filing such registration statement is made in good faith; (v) in any particular jurisdiction in which Puyi would be required to qualify to do business or to execute a general consent to service of process in effecting such registrationrequest, qualification or compliance; or (vi) if Puyi has already effected one two (2) registrations on Form F-3 registration statement for the Holders pursuant to this Section 2.4. It is hereby clarified that the right of the Holders under this Section 5.32.4 may be used for an unlimited number of times subject to the above qualifications. Registrations effected pursuant to this Section 2.4 shall not be counted as registrations effected pursuant to Section 2.3 above.

Form F-3 Registration. (ia) At any time during In case the three (3) year period following the expiration of the Lock-up Period, in case Puyi Company shall receive from any Fanhua Party holding, in the aggregate, at least twenty percent (20%) of the Puyi Exchange Shares issued hereunder following: (i) Holders of a majority of the Series B3 Preferred Registrable Securities and Series B2 Preferred Registrable Securities (considered for the purposes of this Section 2.4 as one class of shareholders), (ii) Holders of a majority of the Series B1 Preferred Registrable Securities, (iii) Holders of a majority of the Series B Preferred Registrable Securities, (iv) Holders of a majority of the Preferred Registrable Securities (excluding Series B3 Preferred Registrable Securities (if and when issued), Series B2 Preferred Registrable Securities, Series B1 Preferred Registrable Securities and Series B Preferred Registrable Securities), (v) JVP (so long as they are a Holder), (vi) GS (so long as they are a Holder), (vii) Vertex (so long as they are a Holder), (viii) Holders of a majority of the Original Ordinary Registrable Securities then outstanding, or (ix) Holders of a majority of the Ordinary Registrable Securities then outstanding, a written request or requests (a “Form F-3 Request Notice”) that Puyi the Company effect a registration on Form F-3, F-3 and any related qualification or compliance, compliance with respect to all or a part of the Registrable SharesSecurities owned by such Holder or Holders, Puyi shall within twenty (20) days after receipt then, subject to the conditions of any such request this Section 2.4, the Company will give written notice of the proposed registration, and registration within fifteen (15) Business Days after receipt of any related qualification or compliance, such Form F-3 Request Notice to all other Fanhua PartiesHolders, and include in such registration all Registrable Shares Securities held by all such Fanhua Parties Holders who wish to participate in such registration and provide Puyi who have provided the Company with written notice requests for inclusion therein within fifteen eleven (1511) days Business Days after the receipt of ▇▇▇▇the Company’s notice. Thereupon, Puyi shall, at its expense, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Fanhua Parties’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Shares of any other Fanhua Parties joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from Puyi; (ii) Notwithstanding the foregoing, if the underwriter advises the Fanhua Parties in writing that marketing factors require a limitation of the number of shares to be underwritten (or, in the case such registration and offering shall not be underwritten, any other factor arises requiring such a limitation in the number of shares to be so registered), then there shall be included in such registration and underwriting to the extent necessary to satisfy such limitation the Registrable Shares held by the Fanhua Parties (pro rata to the respective number of Registrable Shares required by such Fanhua Parties to be included in the registration). (iii) Notwithstanding the foregoing, Puyi The Company shall not be obligated to effect any such registration, qualification or compliance, filing of a Form F-3 pursuant to this Section 5.3, (i) if Form F-3 is not available for such offering by the Fanhua Parties; (ii) 2.4 if the Fanhua PartiesCompany has, together with within a ninety (90) day period preceding the holders date of any other securities of Puyi entitled such request, already effected a registration under the Securities Act pursuant to inclusion Section 2.2 or this Section 2.4, or in such registration, propose which the Holders had an opportunity to sell Registrable Shares and such other securities (if any) at an aggregate price participate pursuant to the public (net provisions of any underwriters’ discounts or commissions) of less than One Million United States dollars ($1,000,000); (iii) if Puyi shall furnish to the Fanhua Parties a certificate signed by the President or CEO of ▇▇▇▇ stating that in the good faith judgment of the Board of Directors of Puyi it would be seriously detrimental to Puyi or its shareholders for such Form F-3 registration statement to be effected at such timeSection 2.3, in which event Puyi shall have the right to defer the filing of the Form F-3 registration statement for a period of not more than one hundred twenty (120) days after receipt of the request of the Fanhua Parties under this Section 5.3; provided, however, that Puyi shall not utilize this right more than once in any twelve (12) month period; (iv) during the period starting with the date sixty (60) days prior to ▇▇▇▇’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of Puyi (other than a registration pursuant to the provisions of securities in Section 2.3(c) from which more than 20% of the Registrable Securities of Holders that were requested to be included were excluded. Subject to the terms hereof, the Company will used its reasonable best efforts to effect such registration as soon as practicable. All written requests from any Holder or Holders to effect a Rule 145 transaction registration on Form F-3 pursuant to this Section 2.4 shall indicate whether such Holder(s) intend to effect the offering promptly following effectiveness of the registration statement or with respect whether, pursuant to an employee benefit planSection 2.4(a), provided that ▇▇▇▇ is actively employing in good faith reasonable efforts to cause such they intend for the registration statement to become remain effective and so that ▇▇▇▇’s estimate of they may effect the date of filing such registration statement is made in good faith; offering on a delayed basis (v) in any particular jurisdiction in which Puyi would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (vi) if Puyi has already effected one F-3 registration statement under this Section 5.3“Shelf Request”).

Form F-3 Registration. (i) At any time during In case the three (3) year period following the expiration of the Lock-up Period, in case Puyi Company shall receive from any Fanhua Party holding, in the aggregate, at least --------------------- Holder or Holders of twenty percent (20%) of the Puyi Exchange Shares issued hereunder Registrable Securities then outstanding a written request or requests that Puyi the Company effect a registration on Form F-3, F-3 and any related qualification or compliance, compliance with respect to all or a part of the Registrable SharesSecurities owned by such Holder or Holders having a reasonably anticipated minimum aggregate proceeds of US$1,000,000, Puyi shall the Company shall: (a) within twenty four (204) business days after receipt of any receiving such request written request, give written notice of the proposed registration, and any related qualification or compliance, to all other Fanhua Parties, and include in such registration all Registrable Shares held by all such Fanhua Parties who wish to participate in such registration and provide Puyi with written requests for inclusion therein within fifteen Holders; (15b) days after the receipt of ▇▇▇▇’s notice. Thereupon, Puyi shall, at its expenseas soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Fanhua Parties’ Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Shares Securities of any other Fanhua Parties Holder or Holders joining in such request as are specified in a written request given within fifteen ten (15l0) business days after receipt of such written notice from Puyi; (ii) Notwithstanding the foregoingCompany; provided, if however, that the underwriter advises the Fanhua Parties in writing that marketing factors require a limitation of the number of shares to be underwritten (or, in the case such registration and offering shall not be underwritten, any other factor arises requiring such a limitation in the number of shares to be so registered), then there shall be included in such registration and underwriting to the extent necessary to satisfy such limitation the Registrable Shares held by the Fanhua Parties (pro rata to the respective number of Registrable Shares required by such Fanhua Parties to be included in the registration). (iii) Notwithstanding the foregoing, Puyi Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 5.3, 1.4 if (i) if Form F-3 is not available for such offering by the Fanhua PartiesHolders; or (ii) if the Fanhua PartiesCompany has already effected two (2) Form F-3 registrations in the same Registration Period as the proposed F-3 registration being requested by the Holder or Holders hereunder, together with the holders of any other securities of Puyi entitled to inclusion in such registration, propose to sell Registrable Shares and such other securities and (if anyc) at an aggregate price Subject to the public foregoing, the Company shall use its best efforts to cause, within forty-five (net of any underwriters’ discounts or commissions) of less than One Million United States dollars ($1,000,000); (iii) if Puyi shall furnish to the Fanhua Parties a certificate signed by the President or CEO of ▇▇▇▇ stating that in the good faith judgment of the Board of Directors of Puyi it would be seriously detrimental to Puyi or its shareholders for such Form F-3 registration statement to be effected at such time, in which event Puyi shall have the right to defer the filing of the Form F-3 registration statement for a period of not more than one hundred twenty (12045) days after receipt of the request or requests of the Fanhua Parties under Holders, a registration statement, covering the Registrable Securities and other securities so requested to be registered, filed and declared effective. Registrations effected pursuant to this Section 5.3; provided, however, that Puyi l.4 shall not utilize this right more than once in any twelve (12) month period; (iv) during the period starting with the date sixty (60) days prior be counted as demands for registration or registrations effected pursuant to ▇▇▇▇’s estimated date of filing ofSections 1.2 or 13, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of Puyi (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that ▇▇▇▇ is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that ▇▇▇▇’s estimate of the date of filing such registration statement is made in good faith; (v) in any particular jurisdiction in which Puyi would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (vi) if Puyi has already effected one F-3 registration statement under this Section 5.3respectively.

Form F-3 Registration. (i) At any time during In case the three (3) year period following the expiration of the Lock-up Period, in case Puyi Company shall receive from any Fanhua Party holding, in the aggregate, at least twenty percent (20%) of the Puyi Exchange Shares issued hereunder Initiating Holders a written request or requests that Puyi effect the Company effects a registration on Form F-3, F-3 and any related qualification or compliance, compliance with respect to all or a part of the Preferred Registrable SharesSecurities owned by such Holder or Holders, Puyi shall the Company shall: (a) within twenty ten (2010) days after receipt of any such request request, give written notice of the proposed registration, and any related qualification or compliance, to all other Fanhua PartiesHolders of Preferred Registrable Securities; and (b) use its reasonable best efforts to effect, and include in such registration all Registrable Shares held by all such Fanhua Parties who wish to participate in such registration and provide Puyi with written requests for inclusion therein within fifteen (15) days after the receipt of ▇▇▇▇’s notice. Thereuponas soon as practicable, Puyi shall, at its expense, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Fanhua PartiesHolders’ Preferred Registrable Securities as are specified in such request, together with all or such portion of the Preferred Registrable Shares Securities of any other Fanhua Parties Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from Puyi; (ii) Notwithstanding the foregoingCompany; provided, if however, that the underwriter advises the Fanhua Parties in writing that marketing factors require a limitation of the number of shares to be underwritten (or, in the case such registration and offering shall not be underwritten, any other factor arises requiring such a limitation in the number of shares to be so registered), then there shall be included in such registration and underwriting to the extent necessary to satisfy such limitation the Registrable Shares held by the Fanhua Parties (pro rata to the respective number of Registrable Shares required by such Fanhua Parties to be included in the registration). (iii) Notwithstanding the foregoing, Puyi Company shall not be obligated to effect any such registration, qualification or compliancecompliance and may suspend usage of such registration, pursuant to this Section 5.3, 1.4: (i) if Form F-3 is not available for such offering by the Fanhua Parties; Holders; (ii) if the Fanhua PartiesHolders Preferred Registrable Securities, together with the holders of any other securities of Puyi the Company entitled to inclusion in such registration, propose to sell Registrable Shares Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than One Million United States dollars three million US Dollars ($1,000,0003,000,000); ; (iii) if Puyi the Company shall furnish to the Fanhua Parties Holders a certificate signed by the President Chief Executive Officer or CEO Chairman of ▇▇▇▇ the Board stating that in the good faith judgment of the Board of Directors of Puyi Board, (i) it would be seriously detrimental (including as a result of the need to Puyi or make disclosures) to the Company and its shareholders for such Form F-3 registration statement Registration to be effected or maintained at such timetime or (ii) it would require the Company to make Adverse Disclosure, in which event Puyi the Company shall have the right to defer the filing of the Form F-3 registration statement or suspend its usage for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Fanhua Parties Holder or Holders under this Section 5.31.4; provided, however, that Puyi the Company shall not utilize this right more than once in any twelve (12) month months period; and provided further that the Company shall not register any securities for its own account or that of any other shareholder during such ninety (90) day period (other than pursuant to a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or a registration in which the only Ordinary Shares being registered are Ordinary Shares issuable upon conversion of debt securities that are also being registered); (iv) during if the period starting with Company has, within the date sixty twelve (60) days prior to ▇▇▇▇’s estimated date of filing of, and ending on the date six (612) months immediately following the effective date of, any registration statement pertaining to securities of Puyi (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that ▇▇▇▇ is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that ▇▇▇▇’s estimate of period preceding the date of filing such registration statement is made in good faithrequest, already effected two (2) registrations on Form F-3 for the Holders pursuant to this Section 1.4; or (v) in any particular jurisdiction in which Puyi the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or . (vic) if Puyi has already effected one F-3 Subject to the foregoing, the Company shall file a registration statement under covering the Preferred Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 5.31.4 shall not be counted as requests for registration effected pursuant to Section 1.2. (d) The Holders may use such Form F-3 to dispose of their Registrable Securities on a non-underwritten basis, and may utilize such Form F-3 on an underwritten basis if requested by Initiating Holders; (with any such request being deemed to be a demand pursuant to Section 1.2 and subject to the limits and rules set forth therein).

Form F-3 Registration. (i) At any time during In the three (3) year period following event that the expiration of the Lock-up Period, in case Puyi Company shall receive from any Fanhua Party holding, in the aggregate, at least twenty percent (20%) of the Puyi Exchange Shares issued hereunder a Preferred Shareholder a written request or requests that Puyi the Company effect a registration on Form F-3, F-3 and any related qualification or compliance, compliance with respect to all or a part of the Registrable SharesSecurities owned by such Preferred Shareholder, Puyi shall within twenty the Company shall: (20a) days after receipt of any such request promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Fanhua Parties, and include in such registration all Registrable Shares held by all such Fanhua Parties who wish to participate in such registration and provide Puyi with written requests for inclusion therein within fifteen Preferred Shareholder; and (15b) days after the receipt of ▇▇▇▇’s notice. Thereupon, Puyi shall, at its expenseas soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Fanhua Parties’ Preferred Shareholder’s Registrable Securities as are specified in such request, together with all or such portion of provided, however, that the Registrable Shares of any other Fanhua Parties joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from Puyi; (ii) Notwithstanding the foregoing, if the underwriter advises the Fanhua Parties in writing that marketing factors require a limitation of the number of shares to be underwritten (or, in the case such registration and offering shall not be underwritten, any other factor arises requiring such a limitation in the number of shares to be so registered), then there shall be included in such registration and underwriting to the extent necessary to satisfy such limitation the Registrable Shares held by the Fanhua Parties (pro rata to the respective number of Registrable Shares required by such Fanhua Parties to be included in the registration). (iii) Notwithstanding the foregoing, Puyi Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 5.3, 2.3: (i) if Form F-3 is not available for such offering by the Fanhua Parties; offering; (ii) if the Fanhua Partiessuch Preferred Shareholder, together with the holders of any other securities of Puyi the Company entitled to inclusion in such registration, propose proposes to sell Registrable Shares Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than One Million United States dollars (US $1,000,000); ; (iii) if Puyi the Company shall furnish to the Fanhua Parties such Preferred Shareholder a certificate signed by the President Chief Executive Officer or CEO Chairman of ▇▇▇▇ the Board of the Company stating that in the good faith judgment of the Board of Directors of Puyi the Company, it would be seriously detrimental to Puyi or the Company and its shareholders for such Form F-3 registration statement to be effected at such time, in which event Puyi the Company shall have the right to defer the filing of the Form F-3 registration statement for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Fanhua Parties such Preferred Shareholder under this Section 5.32.3; provided, however, that Puyi the Company shall not utilize this right more than once in any twelve (12) month periodperiod in relation to the same Preferred Shareholder; provided, further, that the Company shall not register any securities for the account of itself or any other shareholder during such ninety (90) day period other than an Exempt Registration; or (iv) during the period starting with the date sixty (60) days prior to ▇▇▇▇’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of Puyi (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that ▇▇▇▇ is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that ▇▇▇▇’s estimate of the date of filing such registration statement is made in good faith; (v) in any particular jurisdiction in which Puyi the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or . (vic) if Puyi has already effected one F-3 Subject to the foregoing, the Company shall file a registration statement under covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of such Preferred Shareholder. Registrations effected pursuant to this Section 5.32.3 shall not be counted as requests for registration effected pursuant to Section 2.1. If the registration is for an underwritten offering, the provisions of Section 2.1(c) and (d) shall apply.

Form F-3 Registration. (i) At If at any time during when it is eligible to use a Form F-3 registration statement the three (3) year period following the expiration of the Lock-up Period, in case Puyi Company shall receive from any Fanhua Party holding, in the aggregate, Holders of at least twenty fifteen percent (2015%) of the Puyi Exchange Shares issued hereunder Registrable Securities (for purposes of this Section 2.3, the “F-3 Initiating Holders”) a written request or requests that Puyi the Company effect a registration on Form F-3, F-3 and any related qualification or compliance, compliance with respect to all or a part of the Registrable SharesSecurities owned by such Holder or Holders, Puyi shall within twenty the Company shall: (20a) days after receipt of any such request promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Fanhua PartiesHolders; and (b) use its commercially reasonable efforts to file, and include in such registration all Registrable Shares held by all such Fanhua Parties who wish to participate in such registration and provide Puyi with written requests for inclusion therein within as soon as practicable following expiration of the fifteen (15) days after day period mentioned below, a Form F-3 registration statement under the receipt of ▇▇▇▇’s notice. Thereupon, Puyi shall, at its expense, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate Act covering the sale and distribution of all or such portion of such Fanhua PartiesHolders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Shares Securities of any other Fanhua Parties Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from Puyi; (ii) Notwithstanding the foregoingCompany; provided, if however, that the underwriter advises the Fanhua Parties in writing that marketing factors require a limitation of the number of shares to be underwritten (or, in the case such registration and offering shall not be underwritten, any other factor arises requiring such a limitation in the number of shares to be so registered), then there shall be included in such registration and underwriting to the extent necessary to satisfy such limitation the Registrable Shares held by the Fanhua Parties (pro rata to the respective number of Registrable Shares required by such Fanhua Parties to be included in the registration). (iii) Notwithstanding the foregoing, Puyi Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 5.3, 2.3: (i) if Form F-3 is not available for such offering by the Fanhua Parties; Holders; (ii) if the Fanhua Parties, together with the holders of any other securities of Puyi entitled to inclusion in such registration, Holders propose to sell Registrable Shares Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than One Million United States dollars ($1,000,000); US$25,000,000; (iii) if Puyi the Company shall furnish to the Fanhua Parties all Holders requesting a registration statement pursuant to this Section 2.3 a certificate signed by the President Company’s Chief Executive Officer or CEO Chairman of ▇▇▇▇ the Board stating that in the good faith judgment of the Board of Directors of Puyi Board, it would be seriously detrimental to Puyi or the Company and its shareholders for such Form F-3 registration statement to be effected or remain effective for as long as such registration statement otherwise would be required to remain effective at such time, in which event Puyi the Company shall have the right to defer the such filing of the Form F-3 registration statement for a period of not more than one hundred and twenty (120) days after receipt of the request of the Fanhua Parties under this Section 5.3F-3 Initiating Holders; provided, however, provided that Puyi such right shall be exercised by the Company not utilize this right more than once in any twelve (12) month period; and provided further that the Company shall not register any securities for the account of itself or any other shareholder during such one hundred and twenty (120) day period (other than an Excluded Registration); (iv) during if the Company has, within the twelve (12) month period starting with the date sixty (60) days prior to ▇▇▇▇’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of Puyi (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that ▇▇▇▇ is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that ▇▇▇▇’s estimate of preceding the date of filing such request, already effected two (2) registrations on Form F-3 pursuant to this Section 2.3 (if the F-3 Initiating Holders withdraw their request for such registration or elect not to pay the registration expenses therefor, such withdrawn registration statement is made in good faith; shall be counted as “effected” for purposes of this Section 2.3(b)(iv)); (v) in any particular jurisdiction in which Puyi the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or ; (vi) if Puyi has already effected one the Company, within thirty (30) days of receipt of the request of such F-3 Initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement under with the SEC within one hundred twenty (120) days of receipt of such request (other than a registration effected solely to qualify an employee benefit plan or to effect a business combination pursuant to Rule 145), provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective; or (vii) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date ninety (90) days following the effective date of a Company-initiated registration, provided that the Company is actively employing in good faith its commercially reasonable efforts to cause such registration statement to become effective. (c) If the F-3 Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 5.32.3 and the Company shall include such information in the written notice referred to in Section 2.3(a). The provisions of Section 2.1(b) of this Agreement shall be applicable to such request (with the substitution of Section 2.3 for references to Section 2.1 and of F-3 for references to F-1). (d) Registrations effected pursuant to this Section 2.3 shall not be counted as requests for registration effected pursuant to Section 2.1 of this Agreement.

Form F-3 Registration. (i) At any time during In case the three (3) year period following the expiration of the Lock-up Period, in case Puyi Company shall receive from any Fanhua Party holding, in the aggregate, at least twenty percent (20%) Holders of the Puyi Exchange Shares issued hereunder Registrable Securities or Fund Holders a written request or requests that Puyi the Company effect a registration on Form F-3 (or any successor to Form F-3, ) or any similar short-form registration statement and any related qualification or compliance, compliance with respect to all or a part of the Registrable SharesSecurities or Fund Shares owned by such Holders or Fund Holders, Puyi shall within twenty and provided that the Company is qualified for registration on Form F-3 (20or an successor or similar form) days after receipt of any such request the Company will: (a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Fanhua Parties, Holders of Registrable Securities and include in such registration all Registrable Shares held by all such Fanhua Parties who wish to participate in such registration and provide Puyi with written requests for inclusion therein within fifteen Fund Holders; and (15b) days after the receipt of ▇▇▇▇’s notice. Thereupon, Puyi shall, at its expenseas soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Fanhua PartiesHolders’ Registrable Securities or Fund Holders’ Fund Shares as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders or Fund Shares of any other Fanhua Parties Fund Holder joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from Puyi; (ii) Notwithstanding the foregoingCompany; provided, if however, that the underwriter advises the Fanhua Parties in writing that marketing factors require a limitation of the number of shares to be underwritten (or, in the case such registration and offering shall not be underwritten, any other factor arises requiring such a limitation in the number of shares to be so registered), then there shall be included in such registration and underwriting to the extent necessary to satisfy such limitation the Registrable Shares held by the Fanhua Parties (pro rata to the respective number of Registrable Shares required by such Fanhua Parties to be included in the registration). (iii) Notwithstanding the foregoing, Puyi Company shall not be obligated to effect any such registration, qualification or compliance, compliance pursuant to this Section 5.3, 3.4: (i) if Form F-3 (or any successor or similar form) is not available for such offering by the Fanhua Parties; Holders or Fund Holders, or (ii) if the Fanhua PartiesHolders and Fund Holders, together with the holders of any other securities of Puyi the Company entitled to inclusion in such registration, propose to sell Registrable Shares Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than One Million United States dollars ($1,000,000); 500,000 or (iii) if Puyi the Company shall furnish to the Fanhua Parties Holders or Fund Holders a certificate signed by the President or CEO Chairman of ▇▇▇▇ the of Directors of the Company stating that in the good faith judgment of the Board of Directors of Puyi the Company, it would be seriously detrimental to Puyi or the Company and its shareholders for such Form F-3 registration statement Registration to be effected at such time, in which event Puyi the Company shall have the right to defer the filing of the Form F-3 registration statement for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Fanhua Parties Holders or Fund Holders under this Section 5.3; 3.4: provided, however, that Puyi such right to delay a request shall be exercised by the Company not utilize this right more than once in any twelve (12) month period; , or (iv) during if the Company has, within the twelve (12) month period starting with the date sixty (60) days prior to ▇▇▇▇’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of Puyi (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that ▇▇▇▇ is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that ▇▇▇▇’s estimate of preceding the date of filing such registration statement is made in good faith; request, already effected two (2) registrations on Form F-3 for Holders or Fund Holders pursuant to this Section 3.4, or (v) in any particular jurisdiction in which Puyi the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or . (vic) if Puyi has already effected one Subject to the foregoing, the Company shall file a Form F-3 registration statement under this Section 5.3covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders or Fund Holders.

Form F-3 Registration. (i) At any time during In the three (3) year period following event that the expiration of the Lock-up Period, in case Puyi Company shall receive from any Fanhua Party holding, in the aggregate, at least twenty percent (20%) of the Puyi Exchange Shares issued hereunder Major Shareholder or any ION Holder a written request or requests that Puyi the Company effect a shelf registration on Form F-3, and any related qualification or compliance, F-3 with respect to Registrable SharesSecurities (if no Form F-3 is then on file and available for use by the Holders), Puyi shall the Company will within twenty ten (2010) days after receipt of any such request give written notice of the proposed registration, and any related qualification or compliance, registration to all other Fanhua PartiesHolders, and include in such registration all Registrable Shares Securities held by all such Fanhua Parties Holders who wish to participate in such registration and provide Puyi the Company with written requests for inclusion therein within fifteen seven (157) days after the receipt of ▇▇▇▇the Company’s notice; provided that no Holder who is subject to a lockup with respect to such Holder’s Registrable Securities shall have any right to have such Registrable Securities participate in such registration or offering except to the extent such lockup has expired or been waived. Thereupon, Puyi shall, at its expense, the Company shall effect such registration and all such qualifications and compliances as may be reasonably so requested and as would permit or facilitate the sale and distribution of all or such portion of such Fanhua Parties’ Holder’s or Major Shareholder’s Registrable Securities as are specified in such request, together with all or such portion of the Registrable Shares Securities of any other Fanhua Parties Holder joining in such request as are specified in a written request given within fifteen seven (157) days after receipt of such written notice from Puyi; (ii) Notwithstanding the foregoing, if Company; provided that the underwriter advises the Fanhua Parties in writing that marketing factors require a limitation of the number of shares to be underwritten (or, in the case such registration and offering shall not be underwritten, any other factor arises requiring such a limitation in the number of shares to be so registered), then there shall be included in such registration and underwriting to the extent necessary to satisfy such limitation the Registrable Shares held by the Fanhua Parties (pro rata to the respective number of Registrable Shares required by such Fanhua Parties to be included in the registration). (iii) Notwithstanding the foregoing, Puyi Company shall not be obligated to effect any such registration, qualification qualification, compliance or complianceoffering, pursuant to this Section 5.32.5, (i) if Form F-3 is not available for such offering by the Fanhua Partiesregistration or offering; (ii) if the Fanhua Parties, together with the holders of any other securities of Puyi entitled to inclusion in such registration, propose to sell Registrable Shares and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than One Million United States dollars ($1,000,000); (iii) if Puyi Company shall furnish to the Fanhua Parties requesting Major Shareholder a certificate signed by the President or CEO Chief Executive Officer of ▇▇▇▇ the Company stating that in the good faith judgment of the Board of Directors of Puyi it would be seriously detrimental to Puyi the Company or its shareholders for such Form F-3 registration statement or Shelf Takedown pursuant thereto to be effected at such time, in which event Puyi the Company shall have the right to defer the filing of the Form F-3 registration statement or Shelf Takedown for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Fanhua Parties Major Shareholder under this Section 5.32.5; provided, however, provided that Puyi the Company shall not utilize this right more than once in any twelve (12) month period; or (iviii) during the period starting with the date sixty (60) days prior to ▇▇▇▇the Company’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of Puyi the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that ▇▇▇▇ the Company is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that ▇▇▇▇the Company’s estimate of the date of filing such registration statement is made in good faith; . The Holders may use such Form F-3 to dispose of their Registrable Securities on a non-underwritten basis, and may utilize such Form F-3 on an underwritten basis if requested by Initiating Holders (v) in with any particular jurisdiction in which Puyi would such request being deemed to be required a demand pursuant to qualify Section 2.2 and subject to do business the limits and rules set forth therein, mutatis mutandis). If requested by any Holder or Major Shareholder, the Company shall promptly file with the SEC such post-effective amendments or supplements to execute any such Form F-3 as may be necessary to name such Holder or Major Shareholder therein as a general consent selling shareholder and otherwise permit such Holder or Major Shareholder to service of process in effecting such registration, qualification or compliance; or (vi) if Puyi has already effected one F-3 registration statement under this Section 5.3sell Registrable Securities thereunder.

Form F-3 Registration. (i) At any time during In the three (3) year period following event that the expiration of the Lock-up Period, in case Puyi Company shall receive from any Fanhua Party holding, in the aggregate, at least twenty percent (20%) of the Puyi Exchange Shares issued hereunder Investor a written request or requests that Puyi the Company effect a registration on Form F-3, F-3 and any related qualification or compliance, compliance with respect to all or a part of the Registrable SharesSecurities owned by the Investor, Puyi shall within twenty the Company shall: (20a) days after receipt of any such request promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Fanhua Parties, and include in such registration all Registrable Shares held by all such Fanhua Parties who wish to participate in such registration and provide Puyi with written requests for inclusion therein within fifteen the Investor; and (15b) days after the receipt of ▇▇▇▇’s notice. Thereupon, Puyi shall, at its expenseas soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Fanhua Parties’ the Investor’s Registrable Securities as are specified in such request, together with all or such portion of provided, however, that the Registrable Shares of any other Fanhua Parties joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from Puyi; (ii) Notwithstanding the foregoing, if the underwriter advises the Fanhua Parties in writing that marketing factors require a limitation of the number of shares to be underwritten (or, in the case such registration and offering shall not be underwritten, any other factor arises requiring such a limitation in the number of shares to be so registered), then there shall be included in such registration and underwriting to the extent necessary to satisfy such limitation the Registrable Shares held by the Fanhua Parties (pro rata to the respective number of Registrable Shares required by such Fanhua Parties to be included in the registration). (iii) Notwithstanding the foregoing, Puyi Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 5.3, 2.03: (i) if Form F-3 is not available for such offering by the Fanhua Parties; offering; (ii) if the Fanhua PartiesInvestor, together with the holders of any other securities of Puyi the Company entitled to inclusion in such registration, propose proposes to sell Registrable Shares Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than One Million United States dollars ($US$1,000,000); ; (iii) if Puyi the Company shall furnish to the Fanhua Parties Investor a certificate signed by the President Chief Executive Officer or CEO Chairman of ▇▇▇▇ the Board of the Company stating that in the good faith judgment of the Board of Directors of Puyi the Company, it would be seriously detrimental to Puyi or the Company and its shareholders for such Form F-3 registration statement to be effected at such time, in which event Puyi the Company shall have the right to defer the filing of the Form F-3 registration statement for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Fanhua Parties Investor under this Section 5.32.03; provided, however, that Puyi the Company shall not utilize this right more than once in any twelve (12) month periodperiod in relation to the Investor; provided, further, that the Company shall not register any securities for the account of itself or any other shareholder during such ninety (90) day period other than an Exempt Registration; or (iv) during the period starting with the date sixty (60) days prior to ▇▇▇▇’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of Puyi (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that ▇▇▇▇ is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that ▇▇▇▇’s estimate of the date of filing such registration statement is made in good faith; (v) in any particular jurisdiction in which Puyi the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or . (vic) if Puyi has already effected one F-3 Subject to the foregoing, the Company shall file a registration statement under covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Investor. Registrations effected pursuant to this Section 5.32.03 shall not be counted as requests for registration effected pursuant to Section 2.01. If the registration is for an underwritten offering, the provisions of Sections 2.01(c) and (d) shall apply.

Form F-3 Registration. (i) At any time during In case the three (3) year period following the expiration of the Lock-up Period, in case Puyi Company shall receive from the Holders of any Fanhua Party holdingRegistrable Securities (for purposes of this Section 1.4, in the aggregate, at least twenty percent (20%“Initiating Holders”) of the Puyi Exchange Shares issued hereunder a written request or requests that Puyi the Company effect a registration on Form F-3, F-3 and any related qualification or compliance, compliance with respect to the proposed resale from time to time on a delayed or continuous basis all or a part of the Registrable SharesSecurities owned by such Holder or Holders, Puyi shall within twenty the Company shall: (20a) days after receipt of any such request promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Fanhua PartiesHolders; and (b) use its best efforts to effect, and include in such registration all Registrable Shares held by all such Fanhua Parties who wish to participate in such registration and provide Puyi with written requests for inclusion therein within fifteen (15) days after the receipt of ▇▇▇▇’s notice. Thereuponas soon as practicable, Puyi shall, at its expense, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Fanhua PartiesHolders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Shares Securities of any other Fanhua Parties Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from Puyi; (ii) Notwithstanding the foregoingCompany, if provided, however, that the underwriter advises the Fanhua Parties in writing that marketing factors require a limitation of the number of shares to be underwritten (or, in the case such registration and offering shall not be underwritten, any other factor arises requiring such a limitation in the number of shares to be so registered), then there shall be included in such registration and underwriting to the extent necessary to satisfy such limitation the Registrable Shares held by the Fanhua Parties (pro rata to the respective number of Registrable Shares required by such Fanhua Parties to be included in the registration). (iii) Notwithstanding the foregoing, Puyi Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 5.3, 1.4: (i) if Form F-3 is not available for such offering by the Fanhua PartiesHolders; or (ii) if the Fanhua PartiesHolders, together with the holders of any other securities of Puyi the Company entitled to inclusion in such registration, propose to sell Registrable Shares Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than One Million United States dollars ($US$1,000,000); or (iii) if Puyi the Company shall furnish to the Fanhua Parties Holders requesting a registration statement pursuant to this Section 1.4 a certificate signed by the President Company’s Chief Executive Officer or CEO Chairman of ▇▇▇▇ the Board of Directors stating that that, in the good faith judgment of the Board of Directors of Puyi the Company, it would be seriously detrimental to Puyi or the Company and its shareholders for such Form F-3 registration statement to be effected at such time, in which event Puyi the Company shall have the right to defer the such filing of the Form F-3 registration statement for a period of not more than one hundred twenty ninety (12090) days after receipt of the request of the Fanhua Parties under this Section 5.3; providedInitiating Holders, however, provided that Puyi such right shall be exercised by the Company not utilize this right more than once in any twelve (12) month period; period and provided further that the Company shall not permit any other registration by the Company to be used for sale of any Ordinary Shares for the account of itself or any other shareholder during such ninety (iv90) during the day period starting with the date sixty (60) days prior to ▇▇▇▇’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of Puyi (other than a registration relating solely to the sale of securities in a Company share plan, a registration relating to a corporate reorganization or transaction under Rule 145 transaction or with respect of the Act, a registration on any form that does not include substantially the same information as would be required to an employee benefit plan), provided that ▇▇▇▇ is actively employing be included in good faith reasonable efforts to cause such a registration statement to become effective and covering the sale of the Registrable Securities, or a registration in which the only Ordinary Shares being registered are Ordinary Shares issuable upon conversion of debt securities that ▇▇▇▇’s estimate of are also being registered); or (iv) if the Company has, within the twelve (12) month period preceding the date of filing such registration statement is made in good faithrequest, already effected two (2) registrations on Form F-3 for the Holders pursuant to this Section 1.4; or (v) in any particular jurisdiction in which Puyi the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registrationregistration or qualification, qualification or complianceunless the Company is already subject to service in such jurisdiction and except as may be required under the Act; or or (vi) if Puyi has already effected during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of and ending on a date one F-3 hundred eighty (180) days following the effective date of a Company-initiated registration subject to Section 1.3 above, provided that the Company is actively pursuing such Company-initiated registration. (c) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4 and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section 1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2). (d) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request or requests of the Initiating Holders, provided that the Company may satisfy its obligations under this Section 5.31.4 by amending (to the extent permitted by applicable law) any registration statement on Form F-3 previously filed by the Company under the Act so that such registration statement (as amended) permits the disposition of all of the Registrable Securities so requested to be registered as contemplated by this Section 1.4. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Sections 1.2.

Form F-3 Registration. (i) At If the Company shall receive at any time during until the three (3) seven-year period following the expiration anniversary of the Lock-up Period, in case Puyi shall receive from any Fanhua Party holding, in the aggregate, at least twenty percent (20%) date of Closing of the Puyi Exchange Shares issued hereunder Securities Purchase Agreement a written request or requests from the Initiating Holders that Puyi effect the Company file a registration statement on Form F-3F-3 (or any successor form thereto) for a public offering of Registrable Securities, and any related qualification or compliance, with respect to Registrable Shares, Puyi shall within twenty the Company will: (20a) days after receipt of any such request promptly give written notice of the proposed registration, and any related qualification or compliance, registration to all other Fanhua Parties, and include in such registration all Registrable Shares held by all such Fanhua Parties who wish to participate in such registration and provide Puyi with written requests for inclusion therein within fifteen Holders; and (15b) days after the receipt of ▇▇▇▇’s notice. Thereupon, Puyi shall, at its expenseas soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Fanhua Parties’ Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Shares Securities of any other Fanhua Parties Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from Puyi; (ii) Notwithstanding the foregoingCompany; PROVIDED, if HOWEVER, that the underwriter advises the Fanhua Parties in writing that marketing factors require a limitation of the number of shares to be underwritten (or, in the case such registration and offering shall not be underwritten, any other factor arises requiring such a limitation in the number of shares to be so registered), then there shall be included in such registration and underwriting to the extent necessary to satisfy such limitation the Registrable Shares held by the Fanhua Parties (pro rata to the respective number of Registrable Shares required by such Fanhua Parties to be included in the registration). (iii) Notwithstanding the foregoing, Puyi Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 5.3, 1.4: (i) if Form F-3 is not available for such offering by the Fanhua PartiesHolders; (ii) if the Fanhua PartiesHolders, together with the holders of any other securities of Puyi the Company entitled to inclusion in such registration, propose to sell Registrable Shares Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ ' discounts or commissions) of less than One Million United States dollars ($1,000,000)1,500,000; (iii) if Puyi the Company shall furnish to the Fanhua Parties Holders a certificate signed by the President or CEO of ▇▇▇▇ the Company stating that in the good faith judgment of the Board of Directors of Puyi the Company, it would be seriously detrimental to Puyi or the Company and its shareholders stockholders for such Form F-3 registration statement Registration to be effected at such time, in which event Puyi the Company shall have the right to defer the filing of the Form F-3 registration statement for a period of not more than one hundred twenty (120) 120 days after receipt of the request of the Fanhua Parties Holder or Holders under this Section 5.31.4; providedPROVIDED, howeverHOWEVER, that Puyi the Company shall not utilize this right more than once in any twelve (12) month period; (iv) during if the Company has, within the twelve (12) month period starting with the date sixty (60) days prior to ▇▇▇▇’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of Puyi (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that ▇▇▇▇ is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that ▇▇▇▇’s estimate of preceding the date of filing such registration statement is made in good faithrequest, already effected two registrations on Form F-3 for the Holders pursuant to this Section 1.4; (v) in any particular jurisdiction in which Puyi the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (vi) if Puyi has already effected one F-3 during the period ending 90 days after the effective date of any registration statement under pertaining to Ordinary Shares of the Company (or such shorter period if such shorter period is acceptable to the underwriters of such offering). (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 5.31.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

Form F-3 Registration. (i) At any time during In case the three (3) year period following the expiration of the Lock-up Period, in case Puyi Company shall receive from any Fanhua Party holding, in the aggregate, Holders (including each of the Investors) of at least twenty percent (20%) 25% of the Puyi Exchange Shares issued hereunder Registrable Securities a written request or requests that Puyi the Company effect a registration on Form F-3, F-3 and any related qualification or compliance, compliance with respect to all or a part of the Registrable SharesSecurities owned by such Holder or Holders, Puyi shall within twenty the Company shall: (20a) days after receipt of any such request promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Fanhua PartiesHolders; and (b) use best efforts to effect, and include in such registration all Registrable Shares held by all such Fanhua Parties who wish to participate in such registration and provide Puyi with written requests for inclusion therein within fifteen (15) days after the receipt of ▇▇▇▇’s notice. Thereuponas soon as practicable, Puyi shall, at its expense, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Fanhua PartiesHolders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Shares Securities of any other Fanhua Parties Holders joining in such request as are specified in a written request given within fifteen (15) IS days after receipt of such written notice from Puyi; (ii) Notwithstanding the foregoingCompany, if provided, however, that the underwriter advises the Fanhua Parties in writing that marketing factors require a limitation of the number of shares to be underwritten (or, in the case such registration and offering shall not be underwritten, any other factor arises requiring such a limitation in the number of shares to be so registered), then there shall be included in such registration and underwriting to the extent necessary to satisfy such limitation the Registrable Shares held by the Fanhua Parties (pro rata to the respective number of Registrable Shares required by such Fanhua Parties to be included in the registration). (iii) Notwithstanding the foregoing, Puyi Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 5.3, Clause 21.3: (i) if Form F-3 is not available for such offering by the Fanhua Parties; Holders; (ii) if the Fanhua PartiesHolders, together with the holders of any other securities of Puyi the Company entitled to inclusion in such registration, propose to sell Registrable Shares Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than One Million United States dollars ($1,000,000); 3,000,000; (iii) if Puyi the Company shall furnish to the Fanhua Parties Holders a certificate signed by the President CEO or CEO Chairman of ▇▇▇▇ the Board stating that in the good faith judgment of the Board of Directors of Puyi the Company, it would be seriously detrimental to Puyi or the Company and its shareholders Shareholders for such Form F-3 registration statement Registration to be effected at such time, in which event Puyi the Company shall have the right to defer the filing of the Form F-3 registration statement for a period of not more than one hundred twenty (120) 90 days after receipt of the request of the Fanhua Parties Holder or Holders under this Section 5.3Clause 21.3; provided, however, that Puyi the Company shall not utilize utilise this right more than once in any twelve (12) month period; or (iv) during if the Company has, within the 12 month period starting with the date sixty (60) days prior to ▇▇▇▇’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of Puyi (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that ▇▇▇▇ is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that ▇▇▇▇’s estimate of preceding the date of filing such request, already effected two registrations on Form F-3 for the Holders pursuant to this Clause 21.3. (c) Subject to the foregoing, the Company shall file a registration statement is made in good faith; (v) in any particular jurisdiction in which Puyi would covering the Registrable Securities and other securities so requested to be required registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to qualify this Clause 21.3 shall not be counted as requests for registration effected pursuant to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or (vi) if Puyi has already effected one F-3 registration statement under this Section 5.3.Clause 21.1. Execution

Form F-3 Registration. (i) At any time during the three (3) year period following the expiration of the Lock-up Period, in In case Puyi ECI shall receive from any Fanhua Party holding, in the aggregate, at least twenty percent (20%Exercising Shareholder(s) of the Puyi Exchange Shares issued hereunder a written request or requests that Puyi ECI effect a registration on Form F-3, and any related qualification or compliance, with respect to Registrable SharesShares where the aggregate net proceeds from the sale of such Shares equals to at least Five Hundred Thousand United States dollars ($500,000), Puyi shall ECI will within twenty (20) days after receipt of any such request give written notice of the proposed registration, and any related qualification or compliance, to all the other Fanhua PartiesExercising Shareholder, and include in such registration all Registrable Shares held by all such Fanhua Parties who wish Exercising Shareholder if it wishes to participate in such registration and provide Puyi provides ECI with written requests for inclusion therein within fifteen (15) days after the receipt of ▇▇▇▇ECI’s notice. Thereupon, Puyi shall, at its expense, ECI shall effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Fanhua Parties’ Registrable Securities Exercising Shareholder’s Shares as are specified in such request, together with all or such portion of the Registrable Shares of any other Fanhua Parties Exercising Shareholder joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from Puyi; (ii) Notwithstanding the foregoingECI; provided, if the underwriter advises the Fanhua Parties in writing however, that marketing factors require a limitation of the number of shares to be underwritten (or, in the case such registration and offering shall not be underwritten, any other factor arises requiring such a limitation in the number of shares to be so registered), then there shall be included in such registration and underwriting to the extent necessary to satisfy such limitation the Registrable Shares held by the Fanhua Parties (pro rata to the respective number of Registrable Shares required by such Fanhua Parties to be included in the registration). (iii) Notwithstanding the foregoing, Puyi ECI shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 5.32, (i) if Form F-3 is not available for such offering by the Fanhua PartiesExercising Shareholders; (ii) if the Fanhua PartiesExercising Shareholders, together with the holders of any other securities of Puyi ECI entitled to inclusion in such registration, propose to sell Registrable Shares and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than One Million Five Hundred Thousand United States dollars ($1,000,000500,000); (iii) if Puyi ECI shall furnish to the Fanhua Parties Exercising Shareholders a certificate signed by the President or CEO General Manager of ▇▇▇▇ ECI stating that in the good faith judgment of the Board of Directors of Puyi ECI it would be seriously detrimental to Puyi ECI or its shareholders for such Form F-3 registration statement to be effected at such time, in which event Puyi ECI shall have the right to defer the filing of the Form F-3 registration statement for a period of not more than one hundred twenty (120) days after receipt of the request of the Fanhua Parties Exercising Shareholders under this Section 5.32; provided, however, that Puyi ECI shall not utilize this right more than once in any twelve (12) month period; (iv) if ECI has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form F-3 for the Exercising Shareholders pursuant to this Section 3.4; (v) during the period starting with the date sixty (60) days prior to ▇▇▇▇ECI’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of Puyi ECI (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that ▇▇▇▇ ECI is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that ▇▇▇▇ECI’s estimate of the date of filing such registration statement is made in good faith; or (vvi) in any particular jurisdiction in which Puyi ECI would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or . ECI shall not be required to effect more than three (vi3) if Puyi has already effected one F-3 registration statement registrations under this Section 5.32.

Form F-3 Registration. (i) At any time during The Company shall use its best efforts to qualify for registration on Form F-3. In case the three (3) year period following the expiration of the Lock-up Period, in case Puyi Company shall receive from any Fanhua Party holding, in the aggregate, at least Rights Holder or Rights Holders of not less than twenty percent (20%) of the Puyi Exchange Shares issued hereunder Registrable Securities then outstanding a written request or requests that Puyi the Company effect a registration on Form F-3, F-3 or any comparable or successor form and any related qualification or compliance, compliance with respect to all or a part of the Registrable SharesSecurities owned by such Rights Holder(s), Puyi shall within twenty the Company shall: (20a) days after receipt of any such request promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Fanhua PartiesRights Holders; and (b) use its best efforts to effect, and include in such registration all Registrable Shares held by all such Fanhua Parties who wish to participate in such registration and provide Puyi with written requests for inclusion therein within fifteen (15) days after the receipt of ▇▇▇▇’s notice. Thereuponas soon as practicable, Puyi shall, at its expense, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Fanhua PartiesRights Holder’s or Rights Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Shares Securities of any other Fanhua Parties Rights Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from Puyi; (ii) Notwithstanding the foregoingCompany; provided, if however, that the underwriter advises the Fanhua Parties in writing that marketing factors require a limitation of the number of shares to be underwritten (or, in the case such registration and offering shall not be underwritten, any other factor arises requiring such a limitation in the number of shares to be so registered), then there shall be included in such registration and underwriting to the extent necessary to satisfy such limitation the Registrable Shares held by the Fanhua Parties (pro rata to the respective number of Registrable Shares required by such Fanhua Parties to be included in the registration). (iii) Notwithstanding the foregoing, Puyi Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 5.3, 2.3: (i) if Form F-3 is not available for such offering by the Fanhua Parties; Rights Holders; (ii) if the Fanhua Parties, together with the holders of any other securities of Puyi entitled to inclusion in such registration, propose Rights Holders intend to sell Registrable Shares and such other securities (if any) Securities at an aggregate price to the public (net after the deduction of any underwriters’ discounts or commissions) of less than One Million United States dollars ($1,000,000); US$[500,000]; (iii) if Puyi the Company shall furnish to the Fanhua Parties Rights Holders a certificate signed by the President or CEO Chief Executive Officer of ▇▇▇▇ the Company stating that in the good faith judgment of the Board of Directors of Puyi the Company, it would be seriously detrimental to Puyi or the Company and its shareholders for such Form F-3 registration statement Registration to be effected at such time, in which event Puyi the Company shall have the right to defer the filing of the Form F-3 registration statement for a period of not more than one hundred twenty (120) days after receipt of the request of the Fanhua Parties right Holder(s) under this Section 5.32.3; provided, however, that Puyi the Company shall not utilize this right more than once in any twelve (12) -month period; provided further that during such one hundred twenty (iv) during 120)-day period, the period starting with the date sixty (60) days prior to ▇▇▇▇’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, Company shall not file any registration statement pertaining to securities the public offering of Puyi any Company Securities ; or (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan)iv) if, provided that ▇▇▇▇ is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that ▇▇▇▇’s estimate of within the 12-month period preceding the date of filing such registration statement is made in good faithrequest, the Company has already effected two (2) registrations on Form F-3 for the Rights Holders pursuant to this Section 2.3; or (v) in any particular jurisdiction in which Puyi would be required to qualify to do business or to execute during the period ending one hundred eighty (180) days after the effective date of a general consent to service of process in effecting such registration, qualification or compliance; or (vi) if Puyi has already effected one F-3 registration statement subject to Section 2.2; provided that the Rights Holders are entitled to join such registration in accordance with Section 2.2 hereof. (c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities as soon as practicable after receipt of the request or requests of the Rights Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.1 or 2.2, respectively. Subject to the Section 2.3(b), there shall be no limit on the number of times the Rights Holders may request registration of Registrable Securities under this Section 5.32.3.

Form F-3 Registration. (i) At any time during In case the three (3) year period following the expiration of the Lock-up Period, in case Puyi Company shall receive from any Fanhua Party holding, in the aggregate, at least twenty percent (20%) of the Puyi Exchange Shares issued hereunder Holder or Holders a written request or requests that Puyi the Company effect a registration on Form F-3, F-3 and any related qualification or compliance, compliance with respect to all or a part of the Registrable SharesSecurities owned by such Holder or Holders, Puyi shall within twenty the Company will: (20a) days after receipt of any such request promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Fanhua Parties, and include in such registration all Registrable Shares held by all such Fanhua Parties who wish to participate in such registration and provide Puyi with written requests for inclusion therein within fifteen Holders; and (15b) days after the receipt of ▇▇▇▇’s notice. Thereupon, Puyi shall, at its expenseas soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Fanhua Parties’ Holder's or Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Shares Securities of any other Fanhua Parties Holder or Holders joining in such request as are specified in a written request given within fifteen (15) 15 days after receipt of such written notice from Puyi; (ii) Notwithstanding the foregoingCompany; provided, if however, that the underwriter advises the Fanhua Parties in writing that marketing factors require a limitation of the number of shares to be underwritten (or, in the case such registration and offering shall not be underwritten, any other factor arises requiring such a limitation in the number of shares to be so registered), then there shall be included in such registration and underwriting to the extent necessary to satisfy such limitation the Registrable Shares held by the Fanhua Parties (pro rata to the respective number of Registrable Shares required by such Fanhua Parties to be included in the registration). (iii) Notwithstanding the foregoing, Puyi Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 5.3, section 1.12: (i) if Form F-3 is not available for such offering by the Fanhua PartiesHolders; (ii2) if the Fanhua Parties, together with the holders of any other securities of Puyi entitled to inclusion in such registration, Holders propose to sell Registrable Shares and such other securities (if any) Securities at an aggregate price to the public (net of any underwriters’ ' discounts or commissions) of less than One Million United States one million dollars ($1,000,000); (iii3) if Puyi the Company shall furnish to the Fanhua Parties Holders a certificate signed by the President or CEO of ▇▇▇▇ the Company stating that in the good faith judgment of the Board of Directors of Puyi the Company, it would be seriously detrimental to Puyi or the Company and its shareholders for such Form F-3 registration statement Registration to be effected at such time, in which event Puyi the Company shall have the right to defer the filing of the Form F-3 registration statement for a period of not more than one hundred twenty (120) days after receipt of the request of the Fanhua Parties Holder or Holders under this Section 5.31.12; provided, however, that Puyi the Company shall not utilize this right more than once in any twelve month period; (4) if the Company has, within the twelve (12) month period; (iv) during the period starting with the date sixty (60) days prior to ▇▇▇▇’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of Puyi (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that ▇▇▇▇ is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that ▇▇▇▇’s estimate of preceding the date of filing such registration statement is made in good faithrequest, already effected two registrations on Form F-3 for the Holders pursuant to this Section 1.12; or (v5) in any particular jurisdiction in which Puyi the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or . (vic) if Puyi has already effected one F-3 Subject to the foregoing, the Company shall file a registration statement under covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with a registration requested pursuant to Section 1.12, including (without limitation) all registration, filing, qualification, printer's and accounting fees and the reasonable fees and disbursements of counsel for the selling Holder or Holders and counsel for the Company, but excluding any underwriters' discounts or commissions associated with Registrable Securities, shall be borne by the Company. Registrations effected pursuant to this Section 5.31.12 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

Form F-3 Registration. (i) At any time during when the three (3) year period following Company is eligible to file a registration statement on Form F-3, the expiration Holders of Registrable Securities may require the Lock-up Period, in Company to file a registration statement on Form F-3. In case Puyi the Company shall receive from any Fanhua Party holding, in the aggregate, at least twenty percent (20%) Holders of the Puyi Exchange Shares issued hereunder Registrable Securities a written request or requests that Puyi the Company effect a registration on Form F-3, F-3 and any related qualification or compliance, compliance with respect to all or a part of the Registrable SharesSecurities owned by such Holder or Holders, Puyi shall within twenty the Company shall: (20a) days after receipt of any such request promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Fanhua PartiesHolders; (b) use its best efforts to effect, and include in such registration all Registrable Shares held by all such Fanhua Parties who wish to participate in such registration and provide Puyi with written requests for inclusion therein within fifteen (15) days after the receipt of ▇▇▇▇’s notice. Thereuponas soon as practicable, Puyi shall, at its expense, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Fanhua PartiesHolders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Shares Securities of any other Fanhua Parties Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from Puyi; (ii) Notwithstanding request, provided, however, that the foregoing, if the underwriter advises the Fanhua Parties in writing that marketing factors require a limitation of the number of shares to be underwritten (or, in the case such registration and offering shall not be underwritten, any other factor arises requiring such a limitation in the number of shares to be so registered), then there shall be included in such registration and underwriting to the extent necessary to satisfy such limitation the Registrable Shares held by the Fanhua Parties (pro rata to the respective number of Registrable Shares required by such Fanhua Parties to be included in the registration). (iii) Notwithstanding the foregoing, Puyi Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 5.3, 4: (i) if Form F-3 is not available for such offering by the Fanhua Parties; Holders; (ii) if the Fanhua Parties, together with the holders of any other securities of Puyi entitled to inclusion in such registration, Holders propose to sell Registrable Shares Securities and such other securities (if any) at an expected aggregate price to the public (net of any underwriters’ discounts or commissions) of less than One Million United States dollars ($1,000,000); US$2,500,000; (iii) if Puyi the Company shall furnish to the Fanhua Parties Holders a certificate signed by the President chief executive officer or CEO chairman of ▇▇▇▇ the board of the Company stating that in the good faith judgment of the Board board of Directors directors of Puyi the Company, it would be seriously detrimental to Puyi or the Company and its shareholders for such Form F-3 Registration to either become effective or remain effective for as long as such registration statement would be required to be effected at remain effective, because such timeaction would (A) materially interfere with a significant financing, in which event Puyi acquisition, corporate reorganization, or other similar transaction involving the Company; (B) require premature disclosure of any financing, material transaction or other material information that the Company has a bona fide business purpose for preserving as confidential; or (C) render the Company unable to comply with the requirements of the Securities Act or 1934 Act, then the Company shall have the right to defer the filing of the Form F-3 registration statement for a period of not more than one hundred twenty (120) 120 days after receipt of the request of the Fanhua Parties Holder or Holders under this Section 5.34; provided, however, that Puyi the Company shall not utilize this right more than once in any twelve (12) 12 month period; ; (iv) during if the Company has, within the 12 month period starting with the date sixty (60) days prior to ▇▇▇▇’s estimated date of filing of, and ending on the date six (6) months immediately following the effective date of, any registration statement pertaining to securities of Puyi (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that ▇▇▇▇ is actively employing in good faith reasonable efforts to cause such registration statement to become effective and that ▇▇▇▇’s estimate of preceding the date of filing such request, already effected one registration statement is made in good faithon Form F-3 for the Holders pursuant to this Section 4; or (v) in any particular jurisdiction in which Puyi the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or , unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act; (vic) if Puyi has already effected one F-3 subject to the foregoing, the Company shall file a registration statement under covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 5.34 shall not be counted as requests for registration effected pursuant to Sections 2.