Exhibit 10.12


 


SUBSCRIPTION AGREEMENT


 


Ordinary Shares


of


Puhui Wealth Investment Management Co.,
Ltd.


 


This subscription agreement (this “Subscription”)
is dated ___________, 2018, by and between the investor identified on the signature page hereto (the “Investor”)
and Puhui Wealth Investment Management Co., Ltd., a Cayman Islands company (the “Company”).
The parties agree as follows:


 


		1.	Subscription



 


Investor agrees to
buy and the Company agrees to sell and issue to Investor such number of shares (the “Shares”) of the Company’s
Ordinary Shares, par value $0.001 per share, as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase
Price”) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the Purchase
Price per Share as set forth on the signature page hereto.


 


The Shares are being
offered pursuant to a registration statement on Form F-1, File No. 333-225060 (the “Registration Statement”).
The Registration Statement was declared effective by the Securities and Exchange Commission (the “Commission”)
prior to issuance of any Shares and acceptance of Investor’s subscription. The prospectus (the “Prospectus”)
which forms a part of the Registration Statement, however, is subject to change. A final prospectus and/or prospectus supplement
will be delivered to the Investor as required by law.


 


The Shares are being
offered by Joseph Stone Capital, LLC (the “Underwriter”) as underwriter on a “best efforts, minimum/maximum”
basis pursuant to an underwriting agreement (the “Underwriting Agreement”). The completion of the purchase and
sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”)
to be specified by the Company and Underwriters in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth
in the Underwriting Agreement and the Registration Statement declared effective by the Commission, at the Closing (i) the Purchase
Price deposited by the Investor subsequent to the declaration of effectiveness of the Registration Statement by wire transfer or
ACH transfer of immediately available funds to the Company’s escrow accounts shall be released to the Company, and (ii) the
Company shall cause the Shares to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DWAC system
in accordance with the instructions set forth on the signature page attached hereto under the heading “DWAC Instructions,”
or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities
of The Depository Trust Company’s DWAC system, through the DRS or book-entry delivery of Shares on the
books and records of the transfer agent. If delivery is made by book entry on the books and records of the transfer agent,
the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof.


 


The Underwriter and
any participating broker dealers (the “Members”) shall confirm, via the Underwriting Agreement, selected dealer
agreement or master selected dealer agreement, as applicable, that it will comply with Exchange Act Rule 15c2-4. As per Exchange
Act Rule 15c2-4 and FINRA Notice to Members Rule 84-7 (the “Rule”), all checks that are accompanied by
a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business
day. With regards to monies being wired or sent via ACH transfer from an investor’s bank account, the Members shall request
the investors send their wires or ACH transfers by the business day immediately following the receipt of a completed subscription
document. In regards to monies being sent from an investor’s account held at the participating broker, the funds will be
“promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed
instructions by the investor to send funds to the escrow accounts. Absent unusual circumstances, funds in customer accounts will
be transmitted by noon of the next business day. In the event that the offering does not close for any reason prior to the
termination date set forth in the Registration Statement, all funds deposited in the escrow accounts will be returned to investors
promptly in accordance with the terms of the escrow agreements and applicable law.


 




     


     


    

  


		2.	Subscription Process.



 


To purchase our Shares
in this offering, investors must complete and sign a subscription agreement. Investors will be required to pay for their Shares
by wire, certified check or ACH transfer for the full purchase price of the Shares.  Continental Stock Transfer &
Trust Company (the “Escrow Agent”) shall serve as escrow agent for any payments made via wire, certified check or ACH
transfer.


 


Subscriptions will
be effective only upon our acceptance of the subscriptions, and we reserve the right to reject any subscriptions in whole or in
part. In compliance with Rule 15c2-4 under the Exchange Act, we and the Underwriter will instruct investors to deliver
all monies in the form of checks, wire transfers or ACH transfers to the escrow agent. Upon the
escrow agent’s receipt of such monies, they shall be credited to the escrow accounts. Pursuant to escrow agreements
among us, Underwriter and the Escrow Agent, the funds received in payment for the Shares purchased in this offering will be wired
to a non-interest bearing escrow account at the Escrow Agent, and held until the Escrow Agent determines that the amount in the
escrow account is equal to at least the minimum amount required to close this offering. Upon confirmation of receipt of the requested
minimum subscription amount, the escrow agent will release the funds in accordance with the written instructions provided by us
and Underwriter, indicating the date on which the Shares purchased in this offering are to be delivered to the investors
and the date the net proceeds are to be delivered to us.


 


		3.	Investor Representations.



 


a. Investor represents
that it has received (or otherwise had access to the electronic filing on the SEC website) the Prospectus prior to or in connection
with receipt of this Agreement.


 


b. Investor represents
that it understands and acknowledges that Investor's subscription for the Shares indicated on the Signature Page hereto may be
accepted or rejected in whole or in part by the Company, for any reason and in their sole and absolute discretion.


 


		4.	FINRA Rules 5130 and 5131



 


This rule states that
“restricted persons” are prohibited from participating in Syndicate or new issue offerings. Please review the following
definition of a “restricted person” on Schedule A prior to signing this form acknowledging you
do not fall into '“restricted person” status.


 


The undersigned hereby represents and warrants
as of the date set forth below that:


 


		i.	The undersigned is the holder of the account identified below or is authorized to represent the beneficial holders of the account;






		ii.	Neither the undersigned nor any beneficial holder of the account is a “restricted person” as that term is described
in FINRA Rule 5130 (described in Schedule A); and






		iii.	The undersigned understands FINRA. Rule 5130 and the account is eligible to purchase new issues in compliance with
such rule.



 


		5.	Miscellaneous



 


This Subscription Agreement
may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and shall
become effective when counterparts have been signed by each party and delivered to the other parties hereto, it being understood
that all parties need not sign the same counterpart. Execution may be made by delivery by facsimile or via electronic format.


 


All communications
hereunder, except as may be otherwise specifically provided herein, shall be in writing and shall be mailed, hand delivered, sent
by a recognized overnight courier service such as FedEx, or sent via facsimile and confirmed by letter, to the party to whom it
is addressed at the following addresses or such other address as such party may advise the other in writing:


 




     


     


    

  


To the Company: as set forth on the signature page
hereto.


 


To the Investor: as set forth on the signature page
hereto.


 


All notices hereunder shall be effective upon receipt
by the party to which it is addressed.


 


If the foregoing correctly
sets forth the parties’ agreement, please confirm this by signing and returning to the Company the duplicate copy of this
Subscription Agreement.


 


Please email back the
completed Subscription Agreement to Joseph Stone Capital, LLC; Attention: __________________________________ or fax to +1___________________.


 




     


     


    

  


[Signature Page to Investor Subscription
Agreement for Joseph Stone Capital, LLC]


 


If the foregoing correctly sets forth the
parties agreement, please confirm this by signing and returning to us the duplicate copy of this Subscription Agreement.


 


	 	
        Puhui Wealth Investment Management Co.,
        Ltd.

         

	Number of Shares:                                                             	By:	             	 
	 	 	 
	Purchase Price per Share: $[6.00] per share__________	Name:	 	 
	 	 	 
	Aggregate Purchase Price: $                                             	Title:	 	 
	 	 	 
	 	Address Notice:
	INVESTOR Name:                                                            	Puhui Wealth Investment Management Co., Ltd.
	 	
        Suite 1002, W3 Office Building

        Oriental Commerce Tower

        No. 1 Chang An Street, Dong Cheng District

        Beijing

        People’s Republic of China 10005

        Attn: Zei Ji, Chairman

	 	 	 


 


	Signature:	  	 	Address:	   
	 	 	 	 	 
	Signor Name:	 	 	 	 
	 	 	 	 	 
	Title:	 	 	Phone:	 
	 	 	 	 	 
	Date: 	 	 	SSN or EIN:	 


 


 ̈ Check
Method of Payment: Check enclosed______ or


 


 ̈ Please
wire $____________________from my account held at:________________________


 


Account Title:_______________________________; Account Number:_____________________


 


To the following instructions:


 


Continental Stock Transfer & Trust Company


ABA/Routing #                           


Swift #:                                         


Account #:                                   


Account Title:                                       as
Escrow Agent for Puhui Wealth Investment Management Co., Ltd.


Telephone No. +1                       


Fax No. +1                                   


 


	By:	 	 	Date:_______________ , 201__
	 	 	 	 
	Name:	 	 	 
	 	 	 	 
	Title:	 	 	 


 




     


     


    




 


Select method of delivery of Shares:


 


 ̈ ̈ DWAC DELIVERY


 


DWAC Instructions:


 


	 	1.	 
	 	 	Name of DTC Participant (broker dealer at which the account or accounts to be credited with the Shares are maintained)
	 	 	 
	 	2.	 
	 	 	DTC Participant Number
	 	 	 
	 	3.	 
	 	 	Name of Account at DTC Participant being credited with the Shares
	 	 	 
	 	4.	 
	 	 	Account Number of DTC Participant being credited with the Shares


 


 ̈ ̈ DRS Electronic
Book Entry Delivery Instructions:


 


Name in which Shares should be issued:_______________________________________


 


	Address:	 	 	Telephone No.:	 


 


                Please
email back the completed Subscription Agreement to Joseph Stone Capital, LLC; Attention: _______________________________ or fax
to +1                                                 .


 




     


     


    

  


SCHEDULE A


 


	 	a)	FINRA Member Firms or other Broker/Dealers


 





	 	b)	Broker-Dealer Personnel




  





	 	•	Any officer, director, General partner, associated person or employee of a member firm or any other Broker/dealer.
	 	 	 
	 	•	Any agent of a member firm or any other Broker/dealer that is engaged in the investment banking or securities business
	 	 	 
	 	•	Any immediate family member of a person specified above. Immediate family members include a person's parents, mother-in-law or father-in-law, spouse, brother or sister, brother-in-law or sister-in-law, son-in-law or daughter-in law, and children.




 





	 	i.	Person that materially supports or receives material support from the immediate family member.
	 	 	 
	 	ii.	Person employed by or associated with the member, or an affiliate of the member, selling the new issue to the immediate family member.
	 	 	 
	 	iii.	Person that has an ability to control the allocation of the new issue.


 


		c)	Finders and Fiduciaries. With respect to the security being offered, a finder or any person acting in a fiduciary capacity to the managing underwriter, including, but not limited to, attorneys, accountants, and financial consultants; and any immediate family members (or person(s) receiving material support or receives material support from the family member) of a person identified as a Finder or Fiduciary.


 


	 	d)	Portfolio Managers


 


	 	a.	Any person who has authority to buy or sell securities for a bank, savings and loan institution, insurance company, investment company, investment advisor, or collective investment account.
	 	 	 
	 	b.	Any immediate family member of a person specified under portfolio Managers that materially supports, or receives material support from such person.


 


	 	e)	Persons Owning a Broker/Dealer


 


	 	a.	Any person listed, or required to be listed, in Schedule A of a Form BD, except persons identified by ownership of less than 10%.
	 	 	 
	 	b.	Any person listed, or required to be listed, in Schedule B of a Form BD, except persons identified by ownership of less than 10%.
	 	 	 
	 	c.	Any person listed, or required to be listed, in Schedule C of a Form BD that meets the criteria of (e)(bullet point 1) or (e) (bullet point 2) above.
	 	 	 
	 	d.	Any person that directly or indirectly owns 10% or more of a public reporting company listed, or required to be listed, in Schedule B of a Form BD.
	 	 	 
	 
	e.	Any person that directly or indirectly owns 25% or more of a public reporting company listed, or required to be listed, in Schedule B of a Form BD.
	 	 	 
	 	f.	Any immediate family member of a person specified in (5) (bullet points 1-5) unless the person owning the Broker/dealer:


  


	 	i.	Does not materially support, or receive material support from the immediate family member.
	 	 	 
	 
	ii.	Is not an owner of the member, or an affiliate of the member, selling the new issue to the immediate family member.
	 	 	 
	 	iii.	Has no ability to control the allocation of the new issue.