Fanhua Shareholders Enter Landmark Agreement, Eyeing Merger with Puyi for Mutual Growth

FANHUA Inc. ("FANHUA" or "the Company") (NASDAQ:FANH), a leading independent financial services provider in China, today announced that certain of FANHUA's shareholders (collectively, "FANHUA Participating Shareholders"), entered into share exchange agreements with Puyi Inc. (NASDAQ:PUYI), a leading third party wealth management service provider in China. The FANHUA Participating Shareholders consist of Mr. Yinan Hu, co-chairman of the board of directors and chief executive officer of the Company, certain other executive officers of the Company, certain employees, and certain other shareholders.
 

Pursuant to the terms of the share exchange agreements, the parties have agreed to pursue a share exchange transaction (the "Transaction") where the FANHUA Participating Shareholders will exchange an aggregate of 568,226,628 ordinary shares of FANHUA beneficially owned by them for an aggregate of 284,113,314 newly issued ordinary shares of PUYI. The exchange ratio for the Transaction is 2 ordinary shares of FANHUA for every Puyi ordinary share. The Transaction is expected to close on December 29, 2023, subject to customary closing conditions.

As a result of the Transaction, the FANHUA Participating Shareholders will collectively own approximately 76.7% of PUYI's equity interests, and PUYI will, in turn, own approximately 50.1% of FANHUA's equity interests. The ultimate beneficial owners of FANHUA will remain unchanged, and FANHUA will continue to carry out its business operations as currently established.