Exhibit
4.19


 


English
Translations for Reference


 


SUPPLEMENTARY
AGREEMENT


 


Party
A: CISG Holdings Ltd., a limited liability company organized under the laws of British Virgin Islands.


 


Party
B: __________, a citizen of the People's Republic of China, with Entrepreneurial Sales Team number _________.


 


Party
C: [Fanhua Employees Holding Limited] [Treasure Chariot Limited] [Step Tall Limited], a limited liability company organized
under the laws of British Virgin Islands.


 


WHEREAS:


 


A
Loan Agreement (the “Original Agreement”) was entered into among Party A, Party B and Party C on July 1, 2018;


 


NOW
THEREFORE, Party A, Party B and Party C hereby enter into the Supplementary Agreement (the “Agreement’) on November
18, 2019 to amend certain terms of the Original Agreement as follows:


 


	1.	Party B agrees that:




 


		1.1	During
                                         the Performance Period, Party B shall not dispose of the Shares, including but not limited
                                         to the sale of the Shares on the open market, without prior written consent by Party
                                         A.



 


		1.2	If
                                         Party B's performance in 2021 is less than 70% (excluding 70%) of the committed performance
                                         target, or his/her full-time contractual relationship with Party A or its subsidiaries
                                         is terminated during the Performance Period, Party C shall have the right to dispose
                                         of the Shares under Party A’s instructions. The proceeds from the disposition of
                                         the Shares shall be used to repay the principal and interest of the loan stipulated in
                                         this Agreement. If the proceeds from the disposition of the Shares are insufficient to
                                         repay the principal and interest of the Loan stipulated in this Agreement in full, the
                                         outstanding loan balance shall be settled in accordance with Article 4 of this Agreement;
                                         if there is any remaining amount after repaying the principal and interest of the Loan,
                                         the remaining proceeds shall be used in the following order: i) to repay Party B his
                                         or her own capital contribution for purchasing the Shares; ii) to pay Party B the interests
                                         on his or her own contribution for purchasing the Shares at an interest rate of up to
                                         8% per annum; and iii) to pay the remainder to Party A.



 


		1.3	If
                                         Party B's performance in 2021 is at or above 70% of the committed performance target
                                         but is below 100% (excluding 100%), and the performance he or she achieves in 2022 and
                                         2023 is no less than the level achieved in 2021, after the Performance Period, the Shares
                                         will partially vest in proportion to the percentage of the performance targets achieved
                                         (i.e. the number of subscribed shares* 50%* performance completion rate) and the pledge
                                         on the Shares shall be immediately released. The disposition of the unvested Shares related
                                         to the unfulfilled performance targets (the number of subscribed shares* (1-50%* performance
                                         completion rate)) shall be implemented in accordance with the manners specified in Article
                                         1.2 of this Agreement.



 






     


     


    

 


		1.4	If
                                         Party B's performance in 2021 is at or above 70% of the committed performance target
                                         but is below 100% (excluding 100%), and the performance he or she achieves in 2022 and
                                         2023 is less than the level achieved in 2021, it shall be treated as failure to achieve
                                         the performance targets and actions shall be taken in accordance with Article 1.2 of
                                         this Agreement.



 


		1.5	If
                                         Party B reaches his or her performance goals, the Shares will fully vest and the pledge
                                         on the Shares shall be released immediately.



 


		1.6	During
                                         the Performance Period, if Party B elects to withdraw from the 521 Plan, becomes deceased
                                         or disappears, the disposition of the Shares and repayment of the principal and interests
                                         of the loan shall be implemented according to Article 1.2 of this Agreement.



 


	2.	The
                                         maturity date of the loan under this Agreement is December 31, 2023 and may be extended
                                         with the written consent of all the Parties. Party B may repay the principal and interest
                                         of the loan on or before the due date.



 


	3.	The
                                         Parties agree and acknowledge that Party B shall repay the principal and interest of
                                         loan in the following manner: Party B (or his or her heir(s)) shall first use the entitled
                                         shares (the value of the shares shall be calculated based on the closing price of (Fanhua’s)
                                         stock on the date when the loan principal and interests are fully paid, or the “Repayment
                                         Date”) to repay the principal and interests of the loan under the Original Agreement.
                                         The number of the vested Shares used to repay the loan principal and interests = (the
                                         principal and interests of the corresponding loan for Entitled Shares divided by the
                                         closing price of (Fanhua’s) stock on the Repayment Date.



 


	4.	All
                                         the Parties agree that when the loan is due, if the actions taken in accordance with
                                         the manners listed in Article 3 are not adequate to repay the principal and interests
                                         of the loan under the Original Agreement in full, settlement of the outstanding loan
                                         balance shall be negotiated and determined by all the Parties thereafter.



 


	5.	For
                                         the vested Shares whose pledge has been released, Party B can instruct Party C to dispose
                                         of such shares, including but not limited to selling on the open market; if such shares
                                         cannot be disposed of or sold on the open market, Party A has no obligation to repurchase
                                         the vested Shares. .



 


The
above amendments shall take effect immediately from the date of signing of this Agreement. This Agreement together with the document
and its appendix referenced hereto constitutes the full and complete agreement and replaces all previous commitments and agreements
related thereto. In the event of any discrepancy between the Original Agreement and the Agreement, the relevant provisions of
the Agreement shall prevail. All other provisions of the Original Agreement shall continue in full force and effect.


 


This
Supplementary Agreement is executed in three originals, with each of Party A, Party B and Party C holding one original. All originals
have the same legal effect.


 


[No
text below]


 




     


     


    

 


IN
WITNESS WHEREOF, all parties have entered into this Agreement as of the date first above written.


 


Party
A: CISG Holdings Ltd.


 


Chop:


 


Party
B: __________________________


 


Signature:_________________________


 


Party
C: [Fanhua Employees Holdings Limited][Treasure Chariot Limited][Treasure Chariot Limited]


  


Chop: