Phoenix Tree Holdings Ltd Form F-1 Filed 2019-10-28

Business AddressROOM 212, CHAO YANGSHOU FU,8 CHAO YANG MEN NEI ST,DONGCHENG DISTBEIJING F4 10001086-10-5717-6925

Mailing AddressROOM 212, CHAO YANGSHOU FU,8 CHAO YANG MEN NEI ST,DONGCHENG DISTBEIJING F4 100010

SECURITIES AND EXCHANGE COMMISSION

FORM F-1Registration statement for securities of certain foreign private issuers

Filing Date: 2019-10-28SEC Accession No. 0001047469-19-005933

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FILERPhoenix Tree Holdings LtdCIK:1785154| IRS No.: 000000000 | State of Incorp.:E9 | Fiscal Year End: 1231Type: F-1 | Act: 33 | File No.: 333-234354 | Film No.: 191173403SIC: 6513 Operators of apartment buildings

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Use these links to rapidly review the documentTABLE OF CONTENTSPHOENIX TREE HOLDINGS LIMITED INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTSTable of Contents

As filed with the Securities and Exchange Commission on October 28, 2019

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

Form F-1REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Phoenix Tree Holdings Limited(Exact name of Registrant as specified in its charter)

Cayman Islands

(State or Other Jurisdiction of

Incorporation or Organization)

7370

(Primary Standard Industrial

Classification Code Number)

Not Applicable

(I.R.S. Employer

Identification Number)

Room 212, Chao Yang Shou Fu

8 Chao Yang Men Nei Street

Dongcheng District, Beijing 100010

People's Republic of China

+86-10-5717-6925

(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)

Cogency Global Inc.

10 E. 40th Street, 10th Floor

New York, NY10016, United States

+1-212-947-7200

(Name, address, including zip code, and telephone number, including area code of agent for service)

Copies to:

Chris K.H. Lin, Esq.

Daniel Fertig, Esq.

Simpson Thacher & Bartlett LLP

35th Floor, ICBC Tower

3 Garden Road

Central, Hong Kong

+852-2514-7600

Benjamin Su, Esq.

Daying Zhang, Esq.

Latham & Watkins LLP

18th Floor, One Exchange Square

8 Connaught Place

Central, Hong Kong

+852-2912-2500

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check

the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the

Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration

statement number of the earlier effective registration statement for the same offering. o



If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration

statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ý

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use

the extended transition period for complying with any new or revised financial accounting standards� provided pursuant to Section 7(a)(2)(B) of the Securities Act. o

� The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards

Codification after April 5, 2012.

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities

to be Registered(1)

Proposed Maximum

Aggregate Offering

Price(2)(3)

Amount of

Registration Fee

Class A ordinary shares, par value US$0.00002 per share US$100,000,000 US$12,980.00

(1)American depositary shares, or ADSs, issuable upon deposit of the Class A ordinary shares registered hereby will be registered under a separate registration

statement on Form F-6 (Registration No. 333- ). Each ADS represents Class A ordinary shares.

(2)Includes (a) Class A ordinary shares represented by ADSs that may be purchased by the underwriters pursuant to their over-allotment option and (b) all Class A

ordinary shares represented by ADSs initially offered and sold outside the United States that may be resold from time to time in the United States either as part of

the distribution or within 40 days after the later of the effective date of this registration statement and the date the securities are first bona fide offered to the public.

(3)Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall

file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the

Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting

pursuant to such Section 8(a), may determine.



Table of ContentsThe information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until theregistration statement filed with the United States Securities and Exchange Commission is effective. This preliminaryprospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is notpermitted.

Subject to Completion. Dated , 2019.American Depositary Shares

Phoenix Tree Holdings LimitedRepresenting Class A Ordinary Shares

This is an initial public offering of American depositary shares, or ADSs, representing Class A ordinary shares of Phoenix TreeHoldings Limited.

We are offering ADSs. Each ADS represents Class A ordinary shares, US$0.00002 par value per share. We anticipatethe initial public offering price per ADS will be between US$ and US$ .

Prior to this offering, there has been no public market for the ADSs or our shares. We will apply to list the ADSs on the New Yorkstock Exchange, or the NYSE, under the symbol "DNK."

We are an "emerging growth company" under applicable United States federal securities laws and are eligible for reduced publiccompany reporting requirements.

See "Risk Factors" on page 22 to read about factors you should consider before buying the ADSs.Neither the United States Securities and Exchange Commission nor any other regulatory body has approved or

disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contraryis a criminal offense.

Per ADS Total

Initial public offering price US$ US$

Underwriting discounts and commissions(1) US$ US$

Proceeds, before expenses, to us US$ US$

(1)For additional information on underwriting compensation, see "Underwriting."

To the extent that the underwriters sell more than ADSs in this offering, the underwriters have a 30-day option to purchaseup to an aggregate of additional ADSs from us at the initial public offering price less the underwriting discounts andcommissions.

Upon the completion of this offering, our outstanding share capital will consist of Class A ordinary shares and Class B ordinaryshares. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights.Each Class A ordinary share is entitled to one vote; and each Class B ordinary share is entitled to twenty (20) votes and is convertibleinto one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinaryshares under any circumstances. Upon the completion of this offering, we will be a "controlled company" as defined under the NYSEListed Company Manual because Jing Gao, our co-founder, director and chief executive officer, will beneficially own all of our Class Bordinary shares representing % of the voting power of our total issued and outstanding shares immediately after the completion ofthis offering, assuming the underwriters do not exercise their option to purchase additional ADSs.

The underwriters expect to deliver the ADSs against payment in New York, New York on , 2019.

Citigroup Credit Suisse J.P. Morgan



Prospectus dated , 2019(in alphabetical order)



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No dealer, salesperson or other person is authorized to give any information or to represent as to anything not contained in thisprospectus or in any free writing prospectus we may authorize to be delivered or made available to you. You must not rely on anyunauthorized information or representations. This prospectus is an offer to sell, and we are seeking offers to buy, only the ADSs offeredhereby, and only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus iscurrent only as of its date, regardless of the time of delivery of this prospectus or any sale of the ADSs.

Neither we nor the underwriters have done anything that would permit this offering or the possession or distribution of thisprospectus or any filed free writing prospectus in any jurisdiction where other action for that purpose is required, other than in theUnited States. Persons outside the United States who come into possession of this prospectus or any free writing prospectus filed withthe United States Securities and Exchange Commission, or SEC, must inform themselves about, and observe any restrictions relating to,the offering of the ADSs and the distribution of this prospectus or any filed free writing prospectus outside of the United States.

Until , 2019 (the 25th day after the date of this prospectus), all dealers that buy, sell or trade ADSs, whether or notparticipating in this offering, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver aprospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

i

Prospectus Summary 1The Offering 14Summary Consolidated Financial and Operating Data 17Risk Factors 22Special Note Regarding Forward Looking Statements and Industry Data 68Use of Proceeds 70Dividend Policy 71Capitalization 72Dilution 74Enforcement of Civil Liabilities 76Our History and Corporate Structure 78Selected Consolidated Financial and Operating Data 81Management's Discussion and Analysis of Financial Condition and Results of Operations 86Industry Overview 111Business 116Regulations 143Management 154Principal Shareholders 166Related Party Transactions 170Description of Share Capital 171Description of American Depositary Shares 184Shares Eligible for Future Sale 196Taxation 198Underwriting 206Expenses Related to This Offering 217Legal Matters 218Experts 219Where You Can Find More Information 220Index to Consolidated Financial Statements F-1



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PROSPECTUS SUMMARYThis summary highlights selected information contained in greater detail elsewhere in this prospectus. This summary may

not contain all of the information that you should consider before investing in our ADSs. You should carefully read the entireprospectus, including "Risk Factors" and the financial statements, before making an investment decision. This prospectuscontains information from an industry report commissioned by us and prepared by iResearch Global Inc., or iResearch, anindependent industry research firm, to provide information regarding our industry and our market position in China. We refer tothis report, which was dated August 28, 2019, as the iResearch Report.Our Mission

Our mission is to help people live better.Our Business

We are redefining the residential rental market through technology. We started Danke in 2015 to provide young people withcomfortable yet affordable homes. Today, we are one of the largest co-living platforms in China with the fastest growth,according to iResearch. We established operations in 13 cities in China as of September 30, 2019 and have become a major playerin each of the 10 cities that we entered into prior to June 30, 2019. We grew the number of apartment units we operated from2,434 as of December 31, 2015 to 406,746 as of September 30, 2019, a 166-fold increase over less than four years.

Number of apartment units of Danke Apartment (in thousands)

(1)Increase over the three years and nine months from December 31, 2015 to September 30, 2019.

(2)CAGR over the three years from December 31, 2015 to December 31, 2018.

China's residential rental market is expected to nearly double its size from 2018 to reach RMB3.0 trillion in 2023. We see anenormous opportunity within this addressable market, one of the last conventional markets to be touched by technology. China'sresidential rental market is highly

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fragmented and inefficient, and one in which both individual property owners and renters suffer from numerous pain points. Weprovide solutions to both property owners and renters through our innovative "new rental" business model, which is defined bythe following features:

�� Centralization. We centrally operate the apartments sourced from property owners and rent them out to ourresidents.

�� Standardization. We standardize the design, renovation and furnishing of our apartment units, and provide high-quality, reliable one-stop services.

�� Online. Our entire business process is empowered by technology to enable seamless online experience for bothproperty owners and residents. We have had no physical storefront since inception.



(1)According to a survey conducted by iResearch of China's leading co-living platforms, including us and our peers.

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We operate two branded products, "Danke Apartment ( )" and "Dream Apartment ( )." DankeApartment has been the primary focus of our business since our inception in 2015. We source and lease apartments fromindividual property owners on a long-term basis, design, renovate and furnish such apartments in a standardized and stylishmanner, and rent them out to individual residents, either as private rooms within an apartment or an entire apartment. Leveragingour experience in operating Danke Apartment, we introduced Dream Apartment in November 2018 to target the large butunderserved blue-collar apartment segment. We lease entire buildings or floors in a building, transform them into dormitory-styleapartments, and rent them to corporate clients for employee accommodation. For all of our residents, we provide high-qualityone-stop services, including cleaning, repair and maintenance, WiFi as well as 24/7 resident support.

We run Danke like a data science company. As our founders are technology veterans, technology is deeply rooted in ourDNA. At the core of our technology system is our proprietary artificial intelligence decision engine, or "Danke Brain," whichmakes real-time and unbiased decisions based on data analytics to guide each step of our business operations and generatevaluable business intelligence. Danke Brain has self-learning capability. It is able to apply what it learns in existing cities andneighborhoods to new cities and neighborhoods, and improves from each transaction and interaction. It reduces our reliance onlocal expertise, enables higher efficiency and facilitates rapid expansion. Danke Brain is supported by our big data platform,which continually processes and structurizes a massive amount of data with over 100 dimensions. Connecting everythingtogether, our IT infrastructure digitizes our business operation and links all of our employees, property owners, residents andthird-party service providers.

Leveraging our robust technology capabilities, we are able to handle complicated and large-scale business operations. Forinstance, pricing decisions represent a core competency for a co-living platform, yet pricing is complex due to the heterogeneousnature of apartments, neighborhoods and cities. Our technology system enables us to make tens of thousands of pricing decisionseach day with approximately 95% accuracy rate of the estimated lease-out price, without the need to rely on the local expertise ofindividual agents. We also have strong capabilities to manage the dynamic supply chain through technology. We can effectivelymanage an extensive network of renovation contractors to simultaneously renovate 50,000 apartment units scattered in thousandsof neighborhoods across 13 cities and maintain consistent quality. We use proprietary technologies to achieve precise budgeting,accurate time estimate, and seamless workflow coordination across our supply chain.

Empowered by our data, technology and apartment network, we have created a vibrant and expanding ecosystem to connectand benefit property owners, residents and third-party service providers. Their interaction forms a virtuous cycle, while alsoproviding us with significant monetization opportunities.

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Our disruptive business model has enabled us to achieve unparalleled growth, operational excellence and customersatisfaction. We are particularly proud of the following achievements, where in each case we ranked the highest amongst ourpeers, according to iResearch:

(1)Growth over the three and a half years from December 31, 2015 to June 30, 2019. We achieved 166-fold increase in the number of apartment units we held

over the period between December 31, 2015 and September 30, 2019.

(2)As of June 30, 2019. Our occupancy rate was 87% as of September 30, 2019.

(3)Percentage of residents surveyed that would recommend our platforms to others, according to a survey conducted by iResearch in August 2019.

(4)For the first half of 2019; excluding residents who entered into leases with Aishangzu prior to our acquisition of Aishangzu. The renewal rate of our

residents exceeded 50% in each of 2017 and 2018. We improved our ranking among our peers in terms of such renewal rate from the third in 2017 to the

first in 2018 and the first half of 2019, according to iResearch. The renewal rate of our residents for the nine months ended September 30, 2019 was 52%.

(5)For the period between our inception and June 30, 2019; excluding property owners who entered into leases with Aishangzu prior to our acquisition of

Aishangzu. The renewal rate of our property owners for the period between our inception and September 30, 2019 was 79%.

We currently generate revenues primarily from rents and service fees. Our revenues increased by 307.3% fromRMB656.8 million in 2017 to RMB2,675.0 million (US$374.3 million) in 2018, and by 198.8% from RMB1,673.0 million in thenine months ended September 30, 2018 to RMB4,999.7 million (US$699.5 million) in the nine months ended September 30,2019.

We are just taking off. Our business model not only enables us to achieve strong performance, but also places us in a uniqueposition to capture the enormous potential of China's residential rental market.Our Market Opportunities

China's residential rental market size reached RMB1.8 trillion in 2018 and is expected to grow to RMB3.0 trillion in 2023,according to iResearch. The residential rental market size of China's tier 1 and tier 2 cities reached RMB1.2 trillion in total in2018 and is expected to grow to RMB2.0 trillion in 2023.

The growth in China's residential rental market is mainly driven by the following factors:�� Continued urbanization



�� High housing prices, particularly in tier 1 and tier 2 cities

�� Changes in young people's consumption habits and lifestyle

�� Favorable policies supporting the residential rental market

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Currently most of the residential rental properties in China are still owned and operated by individual property owners.Property owners and renters suffer from numerous pain points, as illustrated below:

As a result, there are massive opportunities for co-living platforms that centralize the leasing and operation of rentalproperties. In particular, affordability is the biggest issue for young renters today, particularly in tier 1 and tier 2 cities. In theconventional residential rental market, the smallest unit available for rent is often an entire apartment, as individual propertyowners are generally unable or otherwise unwilling to bear the burden and risk of renting out private rooms. Co-living platformsreduce the smallest unit available for rent to a private room, thereby providing an affordable alternative. For instance, Dankeenables renters to enjoy substantial savings by offering private rooms at less than half of the price of renting a studio or one-bedroom apartment in the same neighborhood in Beijing in the nine months ended September 30, 2019.

Average Monthly Rent in Beijing

(1)Average monthly rent for a studio or one-bedroom apartment in the six urban districts of Beijing, namely Haidian, Chaoyang, Dongcheng, Xicheng,

Fengtai and Shijingshan.

Property Owners Renters

� Upgrade costs � Affordability

� Maintenance burden � High search costs

� Inefficient rental process � Poor housing conditions

� Vacancy risk � Counterparty risk

� Renter credit risk � Lack of services



(2)Average monthly rent for Danke's private room with shared common space, such as living room, kitchen and bathroom, in the six urban districts of Beijing

mentioned above.

Source: iResearch

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Co-living platforms are rapidly gaining popularity in China, benefiting from the sharing economy, online consumption,consumption upgrade and increasing acceptance by property owners. Currently, properties operated by co-living platformsoffering standardized renovation, furnishing and services only accounted for approximately 2% of all residential rental propertiesin China as of December 31, 2018. In the United States and Japan, the percentage of renovated or serviced rental apartmentsoperated by institutions was around 57% and 80%, respectively. This presents an enormous growth potential for co-livingplatforms in China.

As co-living platforms achieve scale, they accumulate a large, captive pool of renters to whom value-added services can beprovided. Typical renters spend more than ten hours each day at home, and during their stay, they may demand a wide range ofservices including cleaning, repair and maintenance, laundry, relocation, food delivery, smart home and online insurance, amongothers. These services represented a nearly RMB2.4 trillion market in China in 2018, according to iResearch.

We see China's overall residential rental market as our total addressable market and residential rental market in tier 1 andtier 2 cities as our serviceable addressable market. We see the provision of value-added services to renters as an incrementalopportunity beyond that presented by the residential rental market.Our Ecosystem

We have created a vibrant ecosystem. Our data, technology and apartment network serve as the basis of our ecosystem,which bring in and connect the key stakeholders in our ecosystem � property owners, residents and third-party service providers.The interaction among these stakeholders forms a virtuous cycle which brings benefits to each one of them, while also allowingus to act as a demand

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aggregator and providing us with significant monetization opportunities. Our ecosystem continues to expand and attract moreparticipants as we scale up.

Our Value Propositions to Property Owners�� Hassle-free process. We act as a trustworthy, single point-of-contact. Property owners do not need to interact

with multiple agents and potential renters. We save them time and money in upgrading their properties andhandling trivial requests from residents. We also conduct regular maintenance of apartments and reduce damagerisks.

�� Stable returns. We sign long-term leases with property owners, which help them minimize vacancy risks andgenerate stable long-term income.

Our Value Propositions to Residents�� Affordability. We offer affordable rental options to our residents. We save them the trouble of subletting by

offering quality co-living apartment units.

�� Consistent quality. We renovate all of our apartment units with standardized design and quality, which relievesour residents from concerns about poor housing conditions.



�� Hassle-free process. We serve as a trustworthy, single point-of-contact for our residents. They do not need to dealwith multiple agents, property owners or other service providers.

�� Best-in-class services. Our in-house services team delivers one-stop services of high quality and to thesatisfaction of our residents.

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Our Value Propositions to Third-Party Service Providers�� Large monetization opportunities. We have a large number of well-educated young residents in our ecosystem

with long-term, high-frequency consumption demand, which provides third-party service providers withnumerous monetization opportunities.

�� Personalization and user stickiness. We are able to identify specific needs of our residents with our dataanalytics and help third-party service providers reach and acquire their target users with personalized services. Wealso create a feedback loop between residents and third-party service providers, and help build valuable customerrelationships with increased stickiness.

Our EconomicsWe aim to operate our business so that each new apartment unit is accretive to our long-term financial performance. After we

sign new leases with the property owners, we need to invest in renovating and furnishing the newly sourced apartment units,which generally takes 17-21 days before they are ready for renting to our residents. Before an apartment unit is filled, we incurleasing cost to the property owner in addition to initial investment, without generating revenues.

We fill our ready-to-move-in apartment units leveraging our sales and marketing efforts. After we rent out a unit, we startcollecting rents and service fees from our resident, generating a recurring stream of revenues and cash flows. At this point, the netcash flows shift from outgoing to incoming. As we generate revenues over each period after the apartment unit is filled, thecumulative incoming cashflow will allow us to recover our initial investment after a certain period of time and start realizingreturns from such apartment unit. We refer to the amount of time required to recover the initial capital investment for theapartment units sourced in a given period as payback period. It is calculated as the average cost for renovation and furnishing perunit for such period divided by the average rental spread for such period. From the first quarter of 2017 to the third quarter of2019, the payback period for the apartment units sourced in each quarter typically ranged between 12 to 20 months. As weexpand our scale, we will be able to improve our cost efficiency, further enhance our return and shorten our payback period.

We typically sign leases for four to six years with property owners to lock in favorable terms and asset exclusivity, and one-year leases with our residents. We are therefore able to lock in stable leasing cost over the terms of the leases with propertyowners and enjoy potential upside from rent increase on the resident side. In addition, as we introduce more value-added servicesto our residents, we will continue to increase the overall lifetime value of each of our apartment unit.

We intend to continue to deploy capital to grow and source new apartment units. Since we are currently in a rapid growthstage, we expect to continue to incur upfront investment for our newly sourced apartment units. As a higher percentage of ourapartment units pass their pay-back period over time, we believe that our profitability profile will continue to improve.

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Our StrengthsWe believe the following competitive strengths are key drivers of our success and set us apart from our competitors:

Our StrategiesWe intend to further grow our business and reinforce our leading market position by pursuing the following strategies:�� continue to enhance our technological capabilities;

�� further expand our scale;

�� expand and enhance our product and service offerings;

�� promote brand awareness and influence; and

�� strengthen and expand our ecosystem.

Our ChallengesOur business and successful execution of our strategies are subject to certain challenges, risks and uncertainties including:�� our limited operating history in a rapidly evolving market;

�� our ability to effectively execute our strategies, manage our growth and control our expenses;

�� our ability to obtain sufficient capital through financing or other sources on favorable terms in a timely manner;

�� our ability to maintain and expand our apartment network, retain existing residents and acquire new residents;



�� our ability to compete effectively in the industry we operate;

�� our ability to increase the strengths of our brand and reputation;

�� our ability to further improve the effectiveness of our technology system; and

�� our ability to maintain the quality and safety of our apartments.

In addition, we face risks and uncertainties related to our corporate structure and regulatory environment in China, including:�� regulatory risks related to the residential rental market in China;

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�� risks associated with our control over our consolidated variable interest entities, or consolidated VIEs, in China,which is based on contractual arrangements rather than equity ownership; and

�� changes in the political and economic policies of the PRC government.

We also face other risks and uncertainties that may materially affect our business, financial conditions, results of operationsand prospects. You should consider the risks discussed in "Risk Factors" and elsewhere in this prospectus before investing in ourADSs.Our History and Corporate Structure

We commenced our operations in China through Zi Wutong (Beijing) Asset Management Co., Ltd, or Zi Wutong, in January2015. In June 2015, we incorporated Phoenix Tree Holdings Limited under the laws of Cayman Islands, which became ourultimate holding company through a series of transactions. In March 2019, we acquired 100% equity interest in HangzhouAishang Danke Technology Co., Ltd., or Aishangzu, a residential rental apartment operator that primarily operated in Hangzhou,through our wholly-owned subsidiary, Qing Wutong Co., Ltd. We primarily operate our business through our subsidiaries,consolidated VIEs and their subsidiaries in China.

The following diagram illustrates our corporate structure with our principal subsidiaries and consolidated VIEs and theirsubsidiaries as of the date of this prospectus. Unless otherwise indicated, equity interests depicted in this diagram are held as to100%. The relationships between Xiaofangjian (Shanghai) Information Technology Co., Ltd., or Xiaofangjian, and each of ourconsolidated VIEs, namely Zi Wutong, and Yishui (Shanghai) Information Technology Co., Ltd., or Yishui, and theirshareholders, as illustrated in this diagram are governed by contractual arrangements and do not constitute equity ownership.

(1)Our co-founders, Jing Gao and Yan Cui, each holds 57% and 43% equity interest in Zi Wutong, respectively.

(2)Our co-founders, Jing Gao and Yan Cui, each holds 67% and 33% equity interest in Yishui, respectively.



(3)Qing Wutong holds, directly and indirectly, 70%, 60% and 51% of equity inetest in Xi'an Daoyi Tongxiang Enterprise Management Consulting Co., Ltd.,

Beijing Baijiaxiu Commerce Co., Ltd. and Hangzhou Jianxin Aishangzu Dwelling Service Co., Ltd., respectively.

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Our Corporate InformationOur principal executive offices are located at Room 212, Chao Yang Shou Fu, 8 Chao Yang Men Nei Street, Dongcheng

District, Beijing, People's Republic of China. Our telephone number at this address is +86-10-5717-6925. Our registered office inthe Cayman Islands is located at the offices of Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand CaymanKY1-1104, Cayman Islands. Investors should submit any inquiries to the address and telephone number of our principal executiveoffices set forth above.

Our main website is www.danke.com. The information contained on this website is not a part of this prospectus. Our agentfor service of process in the United States is Cogency Global Inc., located at 10 E. 40th Street, 10th Floor, New York, N.Y. 10016,United States.Implications of Being an Emerging Growth Company

As a company with less than US$1.07 billion in revenue for the last fiscal year, we qualify as an "emerging growthcompany" pursuant to the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company maytake advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies.These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of2002, or Section 404, related to the assessment of the effectiveness of the emerging growth company's internal control overfinancial reporting. The JOBS Act also provides that an emerging growth company does not need to comply with any new orrevised financial accounting standards until such date that a private company is otherwise required to comply with such new orrevised accounting standards. We have elected to take advantage of such exemptions.

We will remain an emerging growth company until the earliest of (a) the last day of our fiscal year during which we havetotal annual gross revenues of at least US$1.07 billion; (b) the last day of our fiscal year following the fifth anniversary of thecompletion of this offering; (c) the date on which we have, during the previous three year period, issued more than US$1.0 billionin non-convertible debt; or (d) the date on which we are deemed to be a "large accelerated filer" under the Securities ExchangeAct of 1934, as amended, or the Exchange Act, which would occur if the market value of our ADSs that are held by non-affiliatesexceeds US$700 million as of the last business day of our most recently completed second fiscal quarter. Once we cease to be anemerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above.Implications of Being a Foreign Private Issuer and a Controlled Company

We are a foreign private issuer within the meaning of the rules under the Exchange Act and, as such, we are permitted tofollow the corporate governance practices of our home country, the Cayman Islands, in lieu of the NYSE corporate governancestandards applicable to U.S. domestic companies. For example, we are not required to have a majority of the board consisting ofindependent directors nor have a compensation committee or a nominating and corporate governance committee consistingentirely of independent directors. We intend to continue to follow our home country's corporate governance practices as long aswe remain a foreign private issuer. As a result, you may not have the same protection afforded to shareholders of U.S. domesticcompanies that are subject to NYSE corporate governance requirements. As a foreign private issuer, we are also subject toreduced disclosure requirements and are exempt from certain provisions of the U.S. securities rules and regulations applicable toU.S. domestic issuers such as the rules regulating solicitation of proxies and certain insider reporting and short-swing profit rules.

Upon the completion of this offering, we will be a "controlled company" as defined under the NYSE Listed CompanyManual because Jing Gao, our co-founder, director and chief executive officer, will beneficially own all of our Class B ordinaryshares representing % of the voting power of our

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total issued and outstanding shares immediately after the completion of this offering, assuming the underwriters do not exercisetheir option to purchase additional ADSs. Under the NYSE Listed Company Manual, a "controlled company" may elect not tocomply with certain corporate governance requirements. Currently, we do not plan to utilize the "controlled company"exemptions with respect to our corporate governance practice after we complete this offering.Conventions That Apply to This Prospectus

Unless we indicate otherwise, references in this prospectus to:�� "accuracy rate" are to a percentage rate which equals one minus mean absolute percentage error, or MAPE.

MAPE is a statistical measure which represents the average percentage deviation of the estimated lease-out pricecalculated by Danke Brain from the actual lease-out price;

�� "ADSs" are to our American depositary shares, each of which represents Class A ordinary shares,and "ADRs" are to the American depositary receipts that evidence our ADSs;

�� "apartment unit" or "unit" are to our smallest rental unit, which could be an entire apartment or a private roomwith separate digital door lock within an apartment that we rent to individual residents under Danke Apartment;

�� "average cost for renovation and furnishing per unit" are to total renovation and furnishing cost for a given perioddivided by the net addition of apartment units opened in such period;

�� "average leasing cost per unit per month" are to leasing cost (i.e., the sum of rental cost and pre-opening expense)recorded in the period presented divided by total unit days (i.e., the simple sum of the number of days we operatedeach apartment unit during a particular period) in such period multiplied by the average number of days per month(assuming 30 days per month);

�� "average rental spread" are to the average revenues per rented-out unit per month less the average leasing cost perunit per month;

�� "average revenues per rented-out unit per month" are to the revenues recognized in the period presented dividedby rented-out unit days (i.e., the simple sum of the number of days we rented out each apartment unit during aparticular period) in such period multiplied by the average number of days per month (assuming 30 days permonth);

�� "CAGR" are to compound annual growth rate;

�� "co-living platform" are to an apartment rental platform operated by an institution that centralizes the leasing andoperating of apartments sourced from property owners, renovates and furnishes such apartments, rents them out



and provides services to renters;

�� "China" and the "PRC" are to the People's Republic of China, excluding, for the purposes of this prospectus only,Taiwan, the Hong Kong Special Administrative Region and the Macao Special Administrative Region;

�� "occupancy rate" are to the number of rented-out apartment units as a percentage of the number of openedapartment units as of a given date;

�� "opened apartment units" are to apartment units which have been renovated and furnished and have achievedready-to-move-in status;

�� "OEMs" are to original equipment manufacturers that we cooperate with to manufacture our self-designedfurniture;

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�� "online platform" are to our official website www.danke.com, our mobile apps and mini programs on Wechat,Alipay and Baidu;

�� "payback period" are to the amount of time required to recover the initial capital investment for the apartmentunits sourced in a given period. It is calculated as the average cost for renovation and furnishing per unit for suchperiod divided by the average rental spread for such period;

�� "pre-opening" are to the status of in-between the effective date of the lease with the property owner and the datewhen the relevant apartment units achieve ready-to-move-in status;

�� "renewal rate of our residents" are to the percentage of residents who choose to renew their lease with us or rentanother apartment unit from us after the expiration of the original lease;

�� "renewal rate of property owners" are to the percentage of property owners who choose to renew their lease withus after the expiration of the original lease;

�� "resident" are to an individual who stays in Danke Apartment or Dream Apartment;

�� "RMB" or "Renminbi" are to the legal currency of China;

�� "shares" or "ordinary shares" are to our ordinary shares, par value US$0.00002 per share;

�� "tier 1 and tier 2 cities" are to Beijing, Shanghai, Guangzhou, Shenzhen, Changchun, Changsha, Changzhou,Chengdu, Chongqing, Dalian, Dongguan, Foshan, Fuzhou, Guiyang, Ha'erbin, Hangzhou, Hefei, Jinan, Kunming,Nanjing, Nanchang, Nanning, Ningbo, Qingdao, Quanzhou, Shenyang, Shijiazhuang, Suzhou, Taiyuan ,Tianjin,Wenzhou, Wuhan, Wuxi, Xi'an, Xiamen, Zhengzhou and Zhuhai;

�� "US$," "U.S. dollars," or "dollars" are to the legal currency of the United States; and

�� "we," "us," "the Company," "our company," and "our" are to Phoenix Tree Holdings Limited, its subsidiaries andits consolidated VIEs and their respective subsidiaries, as the context requires.

Unless specifically indicated otherwise or unless the context otherwise requires, all references to our ordinary shares exclude(i) ordinary shares issuable upon the exercise of outstanding options with respect to our ordinary shares under our 2017 stockincentive plan and (ii) assumes that the underwriters will not exercise the over-allotment option to purchase additional ADSs.



This prospectus contains translations between Renminbi and U.S. dollars solely for the convenience of the reader. Thetranslations from Renminbi to U.S. dollars and from U.S. dollars to Renminbi in this prospectus were made at a rate ofRMB7.1477 to US$1.00, the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on September 30,2019. We make no representation that the Renminbi or U.S. dollar amounts referred to in this prospectus could have been orcould be converted into U.S. dollars or Renminbi, as the case may be, at any particular rate or at all.

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THE OFFERING

Price per ADSWe currently estimate that the initial publicoffering price will be between US$ andUS$ per ADS.

ADSs Offered by Us ADSs

ADSs Outstanding Immediately After ThisOffering

ADSs (or ADSs if the underwritersexercise in full the over-allotment option).

Ordinary Shares Outstanding Immediately AfterThis Offering

Class A ordinary sharesand Class B ordinary shares(or Class A ordinary sharesand Class B ordinary shares if theunderwriters exercise the over-allotment option infull), excluding (i) 178,022,914 Class A ordinaryshares issuable upon the exercise of outstandingoptions and 96,204,007 Class A ordinary sharesreserved for future issuance under our 2017 stockincentive plan as of the date of this prospectusand (ii) 230,000,000 Class A ordinary sharesreserved for future issuance under our 2019equity incentive plan, which will becomeeffective upon the completion of this offering.

The ADSsEach ADS represents Class A ordinaryshares.

The depositary or its nominee will be the holderof the Class A ordinary shares underlying theADSs and you will have the rights of an ADRholder as provided in the deposit agreementamong us, the depositary and all holders andbeneficial owners of ADSs issued thereunder.

You may surrender your ADSs to the depositaryto withdraw the Class A ordinary sharesunderlying your ADSs. The depositary willcharge you a fee for such exchange.

We may amend or terminate the depositagreement for any reason without your consent.Any amendment that imposes or increases fees orcharges or which materially prejudices anysubstantial existing right you have as an ADS



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holder will not become effective as to outstandingADSs until 30 days after notice of theamendment is given to ADS holders. If anamendment becomes effective, you will be boundby the deposit agreement as amended if youcontinue to hold your ADSs.

To better understand the terms of the ADSs, youshould carefully read the section in thisprospectus entitled "Description of AmericanDepositary Shares." We also encourage you toread the deposit agreement, which is an exhibit tothe registration statement that includes thisprospectus.



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Ordinary Shares

Our ordinary shares will be divided into Class Aordinary shares and Class B ordinary shares uponthe completion of this offering. In respect of allmatters subject to a shareholders' vote, eachClass A ordinary share is entitled to one vote, andeach Class B ordinary share is entitled to twentyvotes, voting together as one class. Each Class Bordinary share is convertible into one Class Aordinary share at any time by the holder thereof.Class A ordinary shares are not convertible intoClass B ordinary shares under any circumstances.Upon any transfer of Class B ordinary shares by aholder to any person or entity which is not anaffiliate of such holder, such Class B ordinaryshares shall be automatically converted into theequivalent number of Class A ordinary shares.See "Description of Share Capital" for moreinformation.

Over-Allotment Option

We have granted to the underwriters an option,exercisable for 30 days from the date of thisprospectus, to purchase up to an aggregateof additional ADSs at the initial publicoffering price less underwriting discounts andcommissions, solely for the purpose of coveringover-allotments.

Use of Proceeds

We estimate that we will receive net proceeds ofapproximately US$ million from thisoffering, or approximately US$ million ifthe underwriters exercise in full the over-allotment option, assuming an initial publicoffering price of US$ per ADS, the mid-point of the estimated range of the initial publicoffering price, after deducting underwritingdiscounts and commissions and estimatedoffering expenses payable by us. We anticipateusing the net proceeds of this offering for:

� expanding our scale, including sourcing andrenovating additional apartment units;

� enhancing our technological capabilities; and

� general corporate purposes, including brandingand marketing, and potential acquisitions and



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investments (although we are not currentlynegotiating any such acquisitions orinvestments).

See "Use of Proceeds" for more information.

Lock-up

[We, our officers and directors and our existingshareholders] have agreed with the underwritersnot to sell, transfer or dispose of any ADSs,ordinary shares or similar securities for a periodof 180 days after the date of this prospectus,subject to certain exceptions. See "SharesEligible for Future Sale" and "Underwriting."

Risk Factors

See "Risk Factors" and other informationincluded in this prospectus for a discussion of therisks relating to investing in our ADSs. Youshould carefully consider these risks beforedeciding to invest in our ADSs.



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The total number of ordinary shares that will be outstanding immediately after this offering will be Class A ordinaryshares and be Class B ordinary shares, which is based upon (i) the conversion and re-designation of all of the issued andoutstanding 1,448,506,852 preferred shares into 1,448,506,852 ordinary shares on a one-for-one-basis immediately prior to thecompletion of this offering; (ii) the creation of an additional 47,500,000,000 ordinary shares, to rank pari passu in all respectswith the existing ordinary shares, such that following such increase, the total number of authorized shares of our company is50,000,000,000; (iii) the reorganization and re-classification of 246,000,000 ordinary shares held by YIHAN HOLDINGSLIMITED into 246,000,000 Class B ordinary shares on a one-for-one-basis immediately prior to the completion of this offering;(iv) the reorganization and re-classification of all of the remaining ordinary shares (including the ordinary shares resulting fromthe conversion of the preferred shares) into 49,754,000,000 Class A ordinary shares on a one-for-one-basis immediately prior tothe completion of this offering; and (v) Class A ordinary shares issued in connection with this offering (assuming theunderwriters do not exercise their option to purchase additional ADSs), but excludes:

�� 178,022,914 Class A ordinary shares issuable upon the exercise of outstanding share options under our 2017 stockincentive plan;

�� 96,204,007 Class A ordinary shares reserved for future issuance under our 2017 stock incentive plan; and

�� 230,000,000 Class A ordinary shares reserved for future issuance under our 2019 equity incentive plan, which willbecome effective upon the completion of this offering.

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Listing

We have applied to list our ADSs on the NYSE.Our ordinary shares will not be listed on anyexchange or quoted for trading on any over-the-counter trading system.

NYSE Trading Symbol DNK.

Payment and settlement

The underwriters expect to deliver the ADSsagainst payment on , 2019, through thefacilities of the Depository Trust Company, orDTC.

Depositary Citibank, N.A.



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SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATAThe following summary consolidated statements of comprehensive loss data and summary consolidated statements of cash

flows data for the years ended December 31, 2017 and 2018 and summary consolidated balance sheets data as of December 31,2017 and 2018 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. Ourconsolidated financial statements are prepared and presented in accordance with accounting principles generally accepted in theUnited States of America, or U.S. GAAP. The following summary consolidated statements of comprehensive loss data andsummary consolidated statements of cash flows data for the nine months ended September 30, 2018 and 2019 and summaryconsolidated balance sheets data as of September 30, 2019 have been derived from our unaudited condensed consolidatedfinancial statements included elsewhere in this prospectus and have been prepared on the same basis as our consolidated financialstatements.

Our historical results are not necessarily indicative of results to be expected for any future period. The following summaryconsolidated financial data for the periods and as of the dates indicated are qualified by reference to, and should be read inconjunction with, our consolidated financial statements and related notes and the information under "Management's Discussionand Analysis of Financial Condition and Results of Operations," both of which are included elsewhere in this prospectus.Summary Consolidated Statements of Comprehensive Loss Data

Year Ended December 31, Nine Months Ended September 30,

2017 2018 2018 2019

RMB RMB US$ RMB RMB US$

(in thousands, except for share and per share data)

SummaryConsolidatedStatements ofComprehensiveLoss Data:

Revenues 656,782 2,675,031 374,251 1,673,002 4,999,740 699,489Operating

expenses:Rental cost (511,697) (2,171,755) (303,840) (1,300,709) (4,450,199) (622,606)Depreciation and

amortization(98,984) (373,231) (52,217) (227,339) (790,357) (110,575)

Other operatingexpenses

(46,456) (295,141) (41,292) (187,436) (552,859) (77,348)

Pre-opening expense (62,119) (270,399) (37,830) (181,292) (186,344) (26,070)Sales and marketing

expenses(80,991) (471,026) (65,899) (287,881) (793,722) (111,046)

General andadministrativeexpenses

(49,960) (203,847) (28,519) (129,307) (395,766) (55,370)

Technology andproductdevelopmentexpenses

(25,194) (110,954) (15,523) (71,281) (143,601) (20,091)

Operating loss (218,619) (1,221,322) (170,869) (712,243) (2,313,108) (323,617)Interest expenses (55,013) (163,357) (22,854) (101,906) (252,981) (35,393)



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Loss before incometaxes

(271,636) (1,369,637) (191,618) (812,884) (2,518,387) (352,336)

Income tax benefit(expense)

112 (112) (16) (112) 2,167 303

Net loss (271,524) (1,369,749) (191,634) (812,996) (2,516,220) (352,033)

Net loss per share�Basic and diluted (2.55) (7.95) (1.11) (4.89) (11.40) (1.60)Weighted average

number of sharesoutstanding usedin computing netloss per share�Basic and diluted 111,848,958 185,677,083 185,677,083 176,692,708 242,698,917 242,698,917



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Summary Consolidated Balance Sheets Data

Summary Consolidated Statements of Cash Flows Data

Non-GAAP Financial MeasuresWe use EBITDA, adjusted EBITDA and adjusted net loss, each a non-GAAP financial measure, in evaluating our operating

results and for financial and operational decision-making purposes. We believe that these measures help us identify underlyingtrends in our business that could otherwise be distorted by the effect of certain expenses and income that we include in net loss.We believe that these measures provide useful information about our operating results, enhance the overall understanding of ourpast performance and future prospects, and allow for greater visibility with respect to key metrics used by our management in itsfinancial and operational decision-making.

EBITDA represents net loss before depreciation and amortization, interest expenses, interest income, and income tax benefit(expense).

Adjusted EBITDA represents EBITDA before share-based compensation and incentives for apartment sourcing. Adjustednet loss represents net loss before share-based compensation and incentives for apartment sourcing. Incentives for apartment

As of December 31,

2017 2018 As of September 30, 2019

RMB RMB US$ RMB US$

(in thousands)

Summary Consolidated Balance SheetsData:

Total current assets 473,884 3,155,228 441,433 2,974,428 416,135Total non-current assets 660,862 2,674,383 374,159 4,700,004 657,556Total assets 1,134,746 5,829,611 815,592 7,674,432 1,073,691Total current liabilities 1,160,879 4,582,077 641,055 7,434,964 1,040,189Total non-current liabilities 199,601 234,185 32,764 226,489 31,687Total liabilities 1,360,480 4,816,262 673,819 7,661,453 1,071,876Total mezzanine equity 140,661 2,859,632 400,077 4,758,577 665,749Total shareholders' deficit (366,395) (1,846,283) (258,304) (4,745,598) (663,934)

Year Ended December 31,Nine Months Ended

September 30,

2017 2018 2018 2019


(in thousands)

Summary Consolidated CashFlows Data:

Net cash used in operatingactivities

(114,578) (1,164,248) (162,884) (697,813) (1,629,289) (227,945)

Net cash used in investing activities (489,282) (1,324,021) (185,237) (502,153) (1,668,826) (233,478)Net cash provided by financing

activities822,440 4,692,659 656,527 2,151,819 3,081,858 431,168

Net increase (decrease) in cash andrestricted cash

212,470 2,251,532 315,001 1,023,885 (167,746) (23,468)

Cash and restricted cash at thebeginning of the period

1,532 214,002 29,940 214,002 2,465,534 344,941

Cash and restricted cash at the endof the period

214,002 2,465,534 344,941 1,237,887 2,297,788 321,473



sourcing consist of commissions and lead generation fees related to apartment sourcing. We pay commissions and lead generationfees upfront

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when the relevant apartment is sourced and amortize such cost on a straight-line basis over the term of the lease with the propertyowner, which is generally four to six years. Share-based compensation represents compensation expenses in connection with therestricted shares granted to our co-founders. Share-based compensation used in the calculation of the adjusted EBITDA andadjusted net loss represents compensation expenses in connection with the issuance of restricted shares to our co-founders. It doesnot, however, include the share-based compensation in connection with the repurchase in cash in January 2019 of the shareoptions previously granted to certain employees.

The presentation of the non-GAAP financial measures is not intended to be considered in isolation or as a substitute for thefinancial information prepared and presented in accordance with U.S. GAAP. We present the non-GAAP financial measuresbecause they are used by our management to evaluate operating performance and formulate business plans. We believe that thenon-GAAP financial measures help identify underlying trends in our business, provide further information about our results ofoperations, and enhance the overall understanding of our past performance and future prospects.

The non-GAAP financial measures are not defined under U.S. GAAP and are not presented in accordance with U.S. GAAP.The non-GAAP financial measures have limitations as analytical tools. Our non-GAAP financial measures do not reflect all itemsof income and expense that affect our operations and do not represent the residual cash flow available for discretionaryexpenditures. Further, the non-GAAP measures may differ from the non-GAAP information used by other companies, includingpeer companies, and therefore their comparability may be limited. We compensate for these limitations by reconciling the non-GAAP financial measures to the nearest U.S. GAAP performance measure, both of which should be considered when evaluatingperformance. We encourage investors and others to review our financial information in its entirety and not rely on a singlefinancial measure.

The table below sets forth a reconciliation of the non-GAAP financial measures for the periods indicated:

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Year Ended

December 31,

Nine Months Ended

September 30,

2017 2018 2018 2019


(in thousands)

Net Loss (271,524) (1,369,749) (191,634) (812,996) (2,516,220) (352,033)Add:

Depreciation and amortization 98,984 373,231 52,217 227,339 790,357 110,575Interest expenses 55,013 163,357 22,854 101,906 252,981 35,393Income tax expense/(benefit) (112) 112 16 112 (2,167) (303)

Subtract:Interest income 831 20,226 2,830 6,449 47,702 6,674

EBITDA (118,470) (853,275) (119,377) (490,088) (1,522,751) (213,042)

Add:Incentives for apartment sourcing 7,655 31,077 4,348 18,536 57,303 8,017Share-based compensation 8,569 5,808 813 4,393 4,511 631

Adjusted EBITDA (102,246) (816,390) (114,216) (467,159) (1,460,937) (204,394)



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Key Operating MetricsWe regularly review a number of key operating metrics to evaluate our business and measure our performance, which are set

forth in the table below.

Year Ended

December 31,

Nine Months Ended

September 30,

2017 2018 2018 2019


(in thousands)

Net Loss (271,524) (1,369,749) (191,634) (812,996) (2,516,220) (352,033)Add:

Incentives for apartment sourcing 7,655 31,077 4,348 18,536 57,303 8,017Share-based compensation 8,569 5,808 813 4,393 4,511 631

Adjusted Net Loss (255,300) (1,332,864) (186,473) (790,067) (2,454,406) (343,385)

As of December 31, As of September 30,

2016 2017 2018 2018 2019

Number of cities in which we operated 3 6 9 9 13

Number of apartment units we operated:Pre-opening apartment units(1) 633 3,510 27,007 11,235 14,835Opened apartment units(2) 12,866 48,671 209,413 152,809 391,911

Total 13,499 52,181 236,420 164,044 406,746

Number of apartment units we operated:Beijing, Shanghai and Shenzhen 13,499 46,472 152,630 114,518 213,866Other cities 0 5,709 83,790 49,526 192,880

Total 13,499 52,181 236,420 164,044 406,746

(1)Represent apartment units that are within the pre-opening period.

(2)Represent apartment units that achieve ready-to-move-in status, including those rented out and to be rented out.

Year Ended

Nine Months

Ended

September 30,

2017 2018 2018 2019

(in RMB)

Average revenues per rented-out unit per month(1) 2,439 2,352 2,408 2,155Average leasing cost per unit per month(2) 1,718 1,637 1,656 1,564



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(1)Represents the revenues recognized in the period presented divided by rented-out unit days (i.e., the simple sum of the number of days we

rented out each apartment unit during a particular period) in such period multiplied by the average number of days per month (assuming

30 days per month).



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(2)Represents leasing cost (i.e., the sum of rental cost and pre-opening expense) recorded in the period presented divided by total unit days

(i.e., the simple sum of the number of days we operated each apartment unit during a particular period) in such period multiplied by the

average number of days per month (assuming 30 days per month).

As of

December 31,

As of

September 30,

2017 2018 2018 2019

Occupancy rate(1) 85.8% 76.9% 82.9% 86.9%(1)

Represents the aggregate number of rented-out apartment units as a percentage of the number of opened apartment units as of a given date.

As of December 31,As of

September 30,

2017 2018 2019

Revenue Backlog (in RMB thousands)(1)(2) 749,377 2,365,982 5,478,881(1)

Represents total rents, service fees and utility charges to be recognized as our revenues under our leases with residents and corporate

clients existing as of the date specified, assuming all of these leases will be performed to the end of their terms and not renewed.

(2)The continuous increase in revenue backlog from 2017 to 2018 and further to the nine months ended September 30, 2019 was primarily

driven by the rapid expansion of our apartment network.



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RISK FACTORSAn investment in our ADSs involves significant risks. You should consider carefully all of the information in this prospectus,

including the risks and uncertainties described below, before making an investment in our ADSs. Any of the following risks could have amaterial and adverse effect on our business, financial condition and results of operations. Additional risks and uncertainties notcurrently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, prospects,financial condition, results of operations, cash flows and ability to pay dividends, and you may lose all or part of your investment.Risks Related to Our Business and IndustryWe have a limited operating history in a rapidly evolving market, which makes it difficult to evaluate our results of operations andfuture prospects. In particular, our historical growth may not be indicative of our future growth.

We commenced operations in January 2015 and have a limited operating history. We operate in China's residential rental market,which is a rapidly evolving market, and have experienced rapid growth. Our total revenues increased significantly by 307.3% fromRMB656.8 million in 2017 to RMB2,675.0 million (US$374.3 million) in 2018, and increased by 198.8% from RMB1,673.0 million inthe nine months ended September 30, 2018 to RMB4,999.7 million (US$699.5 million) in the nine months ended September 30, 2019.The number of apartment units we operated increased from 2,434 as of December 31, 2015 to 236,420 as of December 31, 2018,representing a CAGR of 359.7%. This number further increased to 406,746 as of September 30, 2019. However, our strong historicalgrowth rates may not be indicative of our future growth, and we may not be able to generate similar growth rates in future periods. Ourgrowth rates may decline for a number of possible reasons, some of which are beyond our control, including decreasing disposableincome, increasing competition, declining growth of China's residential rental market, the emergence of alternative business models,changes in rules, regulations, government policies or general economic conditions. In addition, we operate under an innovative "newrental" business model, which may not develop as we expect. It is difficult to evaluate our prospects, as we may not have sufficientexperience in addressing the risks to which companies operating in rapidly evolving markets may be exposed. If our growth ratedeclines, investors' perceptions of our business and prospects may be materially and adversely affected and the market price of theADSs could decline.If we fail to effectively execute our strategies, manage our growth or control our expenses, our business, results of operations,financial condition and prospects could be harmed.

Our business growth depends on our ability to effectively execute our expansion strategies and increase the number of apartmentunits we operate. There can be no assurance that we will be able to source more apartments from additional property owners to expandour apartment network in our existing cities and new cities, or that the existing property owners will renew their leases with us at theexpiration of the lease terms. Failure to maintain or expand our apartment network would restrict our growth, and materially andadversely affect our business, results of operations and financial condition.

Our ability to retain existing residents and attract new residents in a cost-effective and timely manner is also critical to our growthas we generate revenues primarily from the rents and service fees we charge our residents. Our existing residents may not continue tolease our apartment units if we fail to provide satisfactory residential experience. We may also lose our existing residents due to reasonsbeyond our control, such as changes in our residents' personal or financial condition or lower rents offered by our competitors orindividual property owners. In addition, we may not be successful in attracting new residents if we fail to provide attractive apartmentunits at reasonable prices or expand our service offerings to meeting their evolving needs. If we fail to maintain or expand our resident

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Table of Contentsbase, our business, results of operations and financial condition would be materially and adversely affected.

In addition, our rapid growth will place significant demand on our management, operational and financial resources. We expect ourcosts and expenses to continue to increase in the future as we increase the number of apartments we operate, serve more propertyowners and residents, upgrade our renovation and furnishing solutions and provide new services. In addition, our operating expenses,such as our labor-related expenses and sales and marketing expenses, have grown rapidly as we expanded our business, and we expectto continue to incur increasing operating expenses to support our anticipated future growth. To manage our growth and expansion, wealso plan to continue to invest in our technology infrastructure to further increase our operational efficiency. We will also need to furtherexpand, train, manage and motivate our workforce and manage our relationships with stakeholders in our ecosystem, including propertyowners, residents and third-party service providers. All of these endeavors involve risks and will require substantial management effortsand skills and significant additional expenditures. Our further expansion may divert our management, operational, technological andfinancial resources from our existing business operations, or we may fail to implement our growth strategies, which could adverselyaffect our business, results of operations, financial condition and prospects.We have incurred net loss and negative cash flow from operating activities in the past, and we may continue to experience losses andnegative cash flow from operating activities in the future.

We incurred net losses of RMB271.5 million, RMB1,369.7 million (US$191.6 million) and RMB2,516.2 million(US$352.0 million) in 2017, 2018 and the nine months ended September 30, 2019, respectively. We had negative cash flow fromoperating activities of RMB114.6 million, RMB1,164.2 million (US$162.9 million) and RMB1,629.3 million (US$227.9 million) in thesame periods respectively. We cannot assure you that we will be able to generate net profits or positive cash flow from operatingactivities in the future. Our ability to achieve and maintain profitability and generate positive cash flow from operating activities willdepend in large part on our ability to, among other things, expand our apartment network, increase the number of our residents, maintainhealthy occupancy rate and optimize our cost structure. We may not be able to achieve any of the above. We intend to continue to investheavily for the foreseeable future in expanding our apartment network, improving the quality of our apartments, expanding our serviceofferings and developing our technology system to support our growth. These expenditures might make it difficult for us to achieveprofitability or generate positive cash flow from operating activities, and we cannot predict whether we will be able to do so in the nearterm or at all. We also expect to incur additional sales and marketing expenses and general and administrative expenses as we grow. Ouroperating expenses and other expenses may be greater than we anticipate, and our investments to make our business and our operationsmore efficient may not be successful. We may be unable to achieve profitability and may face challenges in managing our cash flows.Our business requires significant capital to expand our apartment network and renovate and furnish our apartments. Inability toobtain capital through financing or other sources on favorable terms in a timely manner or at all would materially and adverselyaffect our business, results of operations, financial condition and growth prospects.

We need significant capital to make continued investments in various aspects of our business operations in order to remaincompetitive. We generally incur substantial upfront capital outlay before we start to generate revenues on the relevant apartments. Thisincludes capital outlay for sourcing and leasing apartments from property owners and renovation and furnishing of the apartments asnecessary to make them suitable for lease-out to residents. We also incur ongoing expenditures in repair, maintenance, cleaning andother services, including but not limited to repair or replacement of

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Table of Contentsfurniture, fixtures and appliances and making other leasehold improvements. If we are unable to obtain capital through financing orother sources on favorable terms and in a timely manner, we may be unable to expand as planned or maintain consistent quality of ourapartments. As a result, we may lose market share to our competitors and our occupancy rates may decline, which would materially andadversely affect our business, results of operations, financial condition and growth prospects.

Currently, significant sources of our capital include upfront payment from financial institutions in connection with rent financingand advance from our residents. As of December 31, 2017, 2018 and September 30, 2019, we had upfront payment from financialinstitutions of RMB937.6 million, RMB2,127.0 million (US$297.6 million) and RMB3,105.7 million (US$434.5 million), respectively,and advance from our residents of RMB105.7 million, RMB279.5 million (US$39.1 million) and RMB794.3 million(US$111.1 million), respectively. We will need to return the upfront payment for the remaining lease terms to the financial institutionsor relevant residents, as applicable, in the event of early termination of the leases or defaults by the residents on loan repayment. In2017, 2018 and the nine months ended September 30, 2019, the total amount of upfront payment that we returned to financialinstitutions in the event of early termination of the leases or defaults by the residents on loan repayment was RMB436.6 million,RMB1,757.1 million (US$245.8 million) and RMB1,759.4 million (US$246.1 million), respectively. We were able to re-rent therelevant apartment units and generate working capital in a relatively short time frame, thus minimizing adverse impact on our liquidity.However, if we are required to return a significant portion of the upfront payment within a short time period, there will be constraints onour working capital and we may need to seek alternative sources of capital, which may not be available.

There can be no assurance that we will be able to obtain capital through financing or other sources on favorable terms in a timelymanner, or at all. We may be unable to obtain debt financing if we cannot reach agreement on financing terms with banks or due toreasons beyond our control, such as economic recession or tightening of credit market. If debt financing is not available, we may need toraise additional funds through issuance of equity securities, in which case the ownership interests of our shareholders could besignificantly diluted, and the newly issued securities may have rights, preferences or privileges senior to those of existing shareholders.The lease term with property owners is longer than the lease term with residents and corporate clients, which subjects us to risk offluctuations in market rent and vacancy risk, and could adversely affect our business, financial condition and results of operations.

The long-term nature of our leases with our property owners and the relatively shorter terms of our leases with our residents orcorporate clients, may subject us to certain risks. For Danke Apartment, we generally enter into four- to six-year leases with propertyowners and one-year leases with residents. For Dream Apartment, we typically sign leases on a ten-year term with property owners andleases on one- or two-year term with corporate clients. Due to the mismatch between the lease terms with property owners, on the onehand, and residents or corporate clients, on the other hand, our revenues may be materially and adversely affected if a decline in marketrental rates renders us unable to rent out our apartments to our residents or corporate clients at rental rates higher than what we pay tothe property owners. Additionally, since the lease terms of our residents and corporate clients are shorter than those of the propertyowners, we may be subject to vacancy risk if our residents or corporate clients do not renew their leases or if we fail to find newresidents or corporate clients to cover the remainder of the lease terms of our leases with the property owners. We may also need toincur sales and marketing expenses to acquire succeeding residents or corporate clients.

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Table of ContentsSome of our apartments employ the N+1 model, which may be viewed as not in compliant with existing regulations and may violatenew laws, regulations or policies.

Pursuant to the Administrative Measures on Leasing of Commodity Housing, or the Administrative Measures, issued by theMinistry of Housing and Urban-Rural Development, or MOHURD, a residential rental unit for lease shall not be smaller than anindividual room under the original design. In the event of non-compliance, competent government authorities may force the relevantperson to restore the property to its original condition and may impose a fine ranging from RMB5,000 to RMB30,000 for any suchviolation. In addition, according to the Real Estate Brokerage Management Methods, real estate brokerage entities and brokers areprohibited from modifying the structure of residential rental properties for leasing purpose. Competent government authorities mayimpose a fine of RMB30,000 on the real estate brokerage entities and RMB10,000 on the real estate brokers for any such violation andmay force the relevant entity or broker to restore the property to its original condition.

We convert some of the apartment units we operate from living rooms, which is known as the "N+1 model." Although we takemeasures to make sure that such apartment units comply with the requirements for the minimum per capita floor area imposed by therelevant local governments, it is uncertain whether the Administrative Measures or the Real Estate Brokerage Management Methods canbe interpreted as prohibiting the N+1 model. In 2017, the Ministry of Commerce proposed the Administrative Regulations on HouseLeasing and Sale (Consultation Draft), or the Consultation Draft, which provides that living rooms can be partitioned for leasingpurposes as long as certain requirements are met. However, such Consultation Draft has not been adopted yet. Due to the ambiguity ofthe relevant provisions under the Administrative Measures and the Real Estate Brokerage Management Methods and lack of clearguidance from MOHURD, local governments may have different interpretations of these provisions. We cannot assure you that anysuch local government will not interpret these provisions in a manner that renders our N+1 model non-compliant. For instance, we werefined for operating some apartment units under the N+1 model and requested to restore such apartment units to original conditions bythe local government authorities in Beijing. In addition, local governments in the cities where we operate or may operate in the futuremay issue new rules that prohibit or restrict our N+1 model. If we were deemed to have violated laws, regulations and policiesprohibiting the N+1 model, we might be subject to penalties and might be required to restore the non-compliant apartment units tooriginal conditions and relocate the residents staying in such apartment units. We might even need to adjust our business model, whichwould have a material and adverse effect on our business, results of operations, financial condition and growth prospects.The residential rental market is highly competitive, and we face competition in several major aspects of our business. If we fail tocompete successfully against our current or future competitors, our business, results of operations, financial condition and prospectsmay be materially and adversely affected.

We face strong competition in our business. Our competitors include, among others, (i) other co-living platforms, (ii) traditionalreal estate agents, (iii) real estate developers that rent out their own properties and (iv) hotel and serviced apartment operators. With theinflux of new entrants and the expansion of current participants, we expect competition in our industry to continue and intensify, whichcould harm our ability to increase revenues and attain or sustain profitability. The aspects of our business where we face competitioninclude competition in acquiring and retaining property owners and residents, provision of attractive apartments and services, andadvertising and marketing activities. Some of our competitors have more resources and longer operating history or are better capitalizedthan us. Our competitors may successfully attract residents with cheaper apartments in more convenient locations, better incentives,amenities and value-added services, which could adversely affect our ability to obtain quality residents and rent out our apartment unitson terms that are favorable to us. In

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Table of Contentsaddition, our competitors may have better access to property owner and resident information, which helps them identify and acquirequality apartment and residents more quickly.

Competition may result in fewer apartments available to us, higher rental rates to be paid by us to property owners, and difficultiesin acquiring and retaining residents. We may be required to spend additional resources to further enhance our brand recognition andpromote our services, and such additional spending could adversely affect our profitability. Furthermore, if we are involved in disputeswith any of our competitors that result in negative publicity to us, such disputes, regardless of their veracity or outcome, may harm ourreputation or brand image.We are highly dependent on our technology system. Our technology system may contain undetected errors or ineffective algorithm,or may experience unexpected system failure, interruption, inadequacy, security breaches or cyber-attacks. Our reputation, businessand results of operations may be materially harmed by service disruptions or by our failure to timely and effectively upgrade and ourexisting technology and infrastructure.

Our business relies heavily on our technology system, including our proprietary artificial intelligence decision engine�DankeBrain, our big data platform and IT infrastructure, which work seamlessly together as the backbone of our business. We are highlydependent on the ability of such technology system to process and manage immense amounts of data and make decisions to guide eachstep of our operational process. Our technology system may contain undetected error or bugs or ineffective algorithm, which may resultin inaccurate estimate or decisions and thus materially and adversely affect our business, financial condition and results of operations.For example, we rely on Danke Brain to estimate rental price for our residents, renovation cost and the deal terms we offer to propertyowners. If Danke Brain makes any mistake in making such estimate and calculations, we may offer pricing terms that are less favorableto us or incur unnecessary cost, which would have a negative impact on our results of operations and financial condition. In addition, wederive valuable insights from Danke Brain in planning our city-level and neighborhood-level expansion. Any inaccurate analytics byDanke Brain could result in failures of our expansion strategies.

We have benefited from the fact that the type of proprietary technology system equivalent to which we employ has not been widelyavailable to our competitors. If our technology becomes widely available to our current or future competitors for any reason, ouroperating results may be adversely affected. Also, any adoption or development of similar or more advanced technologies by ourcompetitors may require that we devote substantial resources to the development of more advanced technology to remain competitive.Additionally, to keep pace with changing technologies and residents demands, we should correctly interpret and address market trendsand enhance the features and functionality of our technology system in response to these trends, which may lead to significant researchand development costs. We may be unable to accurately determine the needs of our residents or the trends in the residential rentalmarket or to design and implement the appropriate features and functionality of our technology in a timely and cost-effective manner,which could result in decreased demand for our products and services and a corresponding decrease in our revenues. We may not beable to keep up with rapid changes of technology, develop new technology, realize a return on amounts invested in developing newtechnologies or remain competitive in the future.

Our technology infrastructure may encounter disruptions or other outages caused by problems or defects in our technology system,such as malfunctions in software or network overload. Our technology infrastructure may be vulnerable to damage or interruptioncaused by telecommunication failures, power loss, human error or other accidents. Despite of any precautionary measures we may take,the occurrence of unanticipated problems that affect our technology infrastructure could result in interruptions in the availability of ourservices. It may be difficult for us to respond to such interruptions in a timely manner, or at all. Such interruptions would damage ourreputation, reduce our future revenues, harm our future profits, subject us to regulatory scrutiny and cause our customers to seekalternative solutions. Furthermore, our physical infrastructure is also vulnerable to damages from

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Table of Contentsfires, floods, earthquakes and other natural disasters, power loss and telecommunication failures. Any network interruption orinadequacy that causes interruptions to our operations, or failure to maintain the network and server or solve such problems in a timelymanner, could reduce our customer satisfaction, which in turn could adversely affect our reputation, business and financial condition.Our failure to maintain the quality and safety of our apartments could damage our brand image and negatively affect our results ofoperations.

Under the relevant PRC laws, regulations and technical standards, we are required to ensure that our apartments meet certainenvironmental standards, including the air quality and environmental protection standards for preventing the indoor environmentalhazards generated by construction materials and decorative building materials. We may also be required to comply with various fire,health, life-safety and similar laws and regulations. We may be subject to civil liabilities or administrative penalties for our failure tocomply with environmental, construction, fire or other laws or regulations. In addition, under the PRC laws, if the leased residentialproperty imposes a threat to the safety or health of the resident, the resident is entitled to terminate the lease at any time. Although wehave taken measures to avoid environmental and fire hazards, including testing air quality after renovation and taking fire precautionmeasures, we cannot assure you that our residents will not raise any health or safety claims. In addition, we cannot assure you thatfuture laws, ordinances or regulations will not impose more stringent environmental or fire safety requirement or that the currentenvironmental condition of our apartments will not be affected by the activities of residents, existing conditions of the land, operationsin the vicinity of the apartments or the activities of unrelated third parties.

Moreover, although we have taken measures to protect the safety of our residents, including installing each apartment unit withdigital door lock and conducting background check of our residents before signing leases with them, there could still be safety incidents,particularly in apartments in which the private rooms are rented to different residents. Personal injuries or property losses suffered byour residents or other disputes between our residents or between our residents and other third-parties could expose us to legal liability,harm our reputation, result in resident attrition and adversely affect our business and results of operations.Our business is dependent on the strengths of our brand and reputation. If we fail to maintain or enhance our brand and reputationas a result of our actions or the actions of third parties, or if we incur excessive expenses in this effort, our business, results ofoperations and prospects may be materially and adversely affected.

Our business and financial performance depends on the strength and the market acceptance of our brand. We have established astrong brand name and reputation in China. Any loss of trust in our products and services could harm the value of our brand, whichcould materially reduce our revenues and profitability. From time to time, we organize marketing campaigns and work with mediapartners to promote our brand and our products and service offerings, which may cause us to substantially increase our marketingexpenditures. We cannot assure you, however, that these activities will be successful or that we will be able to achieve the promotionaleffect we expect.

Our brand and reputation are vulnerable to many threats that can be difficult or impossible to control, and costly or impossible toremediate. Regulatory inquiries or investigations, lawsuits and other claims in the ordinary course of our business, perceptions ofconflicts of interest, complaints made by our residents and market rumors, among other things, could substantially damage ourreputation, even if they are baseless or fully addressed. For instance, to protect the safety of our residents, we conduct background checkof potential residents who seek to rent our apartment units and may refuse to rent our apartment units to certain potential residents,which may lead to potential disputes or complaints, and may in turn harm our brand and reputation. Our brand and reputation could alsobe harmed by

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Table of Contentsthe unauthorized, illegal or immoral conduct of our employees, dispatched workers or third-party service providers we collaborate with.

In addition, any negative media publicity about our platform or our industry in general may also negatively impact our brand andreputation. If we are unable to maintain our reputation, enhance our brand recognition or promote our product and service offerings, orif we incur excessive expenses in this effort, our business and growth prospects may be materially and adversely affected.Early termination or breach of the leases by a significant number of property owners may negatively affect our business, financialcondition and results of operations.

Property owners may terminate the lease agreements with us before the end of their terms for various reasons. If the lease with aproperty owner is terminated before expiration or if a property owner breaches the lease, making the apartment no longer available, wewould have to terminate our lease with the relevant resident or corporate client. For Danke Apartment, we will need to return thebalance of the upfront payment to such resident or to the financial institution that provide rent financing to such resident, as the casemay be, which would negatively affect our cash flow. Alternatively, we would facilitate the resident to relocate to our other apartmentunit. In either way, we may incur additional costs and expenses and may cause resident dissatisfaction. In addition, although our leasesgenerally provide that property owners shall pay a penalty to both us and our residents or corporate clients for early termination and alsocompensate us for pro rata renovation cost, the penalty and compensation may not be sufficient to cover our loss or may be lowered ifthe court deems the penalty prescribed under our lease agreements to be unfair. There can be no assurance that we are able to receivefair compensation for our losses, and our business, results of operations and financial condition would be materially and adverselyaffected if a significant number of our property owners seek early terminations.If our residents or corporate clients seek early termination of their leases or fail to meet their obligations under their leases, ourbusiness, results of operations and financial condition may be materially and adversely affected.

Our residents or corporate clients may seek early termination of their leases or fail to meet their obligations in connection with theleases. For example, residents or corporate clients may default on rental payments or residents may default on repayment of rentalinstallment loans. If a resident defaults on his/her payment obligations and fails to cure the default within the applicable grace period,we may terminate the lease and repossess the apartment pursuant to the lease and relevant PRC laws. We also need to return prepaidrents to the relevant resident or financial institution, as applicable, which might have negative impact on our cash flow. Similarly, if acorporate client defaults on its rental payment and fails to cure the default within the applicable grace period, we have the right toterminate the lease and repossess the apartment. In the event of lease breach or early termination, we may not be able to find a newresident or corporate client to fill the vacancy in a timely manner, under the same terms or at all, and the security deposit or penalty ofthe defaulting resident or corporate client may not be sufficient to cover our losses for the period in between the leases. Our business,results of operations and financial condition would be adversely affected if a significant number of our residents or corporate clientsseek early termination nor fail to meet their obligations in connection with the lease.

In addition, residents may use our apartments for illegal purposes or engage in illegal activities in our apartments, damage or makeunauthorized structural changes to our apartments, refuse to leave the apartments upon default or termination of the lease, disturb nearbyresidents with noise, trash, odors or eyesores, sublet our apartments in violation of our lease or permit unauthorized persons to live inour apartments. Although we have the right to terminate the leases under such circumstances and the residents are responsible fordamages caused by their wrongful conduct, we may still suffer

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Table of Contentsfrom negative impact on our business and reputation. Damage to our apartments may delay re-leasing, necessitate expensive repairs orimpair the rental income of the apartments resulting in a lower than expected rate of return.We may face challenges regarding our cooperation with financial institutions in offering rent financing.

We cooperate with licensed financial institutions which offer rent financing to certain of our residents. Under such arrangement, thefinancial institutions perform credit assessment on the residents who opt for rent financing, and if approved, will enter into financingagreements with these residents. To ensure proper use of the funds, the financial institutions will make upfront payment to us and theresidents should repay the loan to the financial institutions in monthly installments pursuant to the financing agreements. Under ourarrangements with certain financial institutions, we are obligated to transfer part of the funds to a separate escrow account at suchfinancial institutions. In the event of an early termination of a resident's lease or a resident's default on repayment of monthlyinstallments, we would be required to return the upfront payment for the remaining lease term to the relevant financial institution, whichwould cause a cash outflow and a reduction in our working capital. We cannot fully predict when and how many of our residents willearly terminate their leases or default on the loan repayment, which makes our cash outflow unpredictable. In the event of a substantialnumber of early terminations or defaults, we may face cash flow shortage and our business operations and financial condition would benegatively affected.

We utilize the upfront payment from the financial institutions to support our expansion. We cannot assure you that the rentfinancing arrangement will not be challenged by the competent governmental authorities. We currently work with a limited number offinancial institutions and we cannot assure you that such financial institutions will continue to cooperate with us on commerciallyfavorable terms, or at all, or that existing or potential financial institutions will be able to sufficiently meet the rent financing needs ofour residents. If new laws, regulations or rules are enacted to restrict or prohibit such arrangement, or if any financial institutiondiscontinues the cooperation with us, for example, as a result of its disqualification from engaging in financing business or default by alarge number of residents, we may need to find alternative sources of capital or seek alternative business arrangement. Failure to do socould materially and adversely affect our business, financial condition and growth prospects.

We pay interest on rent financing to the relevant financial institutions. Such arrangement may place a heavy strain on our financialresources and subject us to risks associated with an increase in interest rate if the number of residents who opt for rent financingincrease significantly as we expand our resident base. If we cease such arrangement due to a significant increase in interest rate or forother reasons, potential residents may be unwilling to bear the interest expenses and may be less willing to rent our apartment units,which could in turn negatively impact our business and results of operations.Our expansion into new markets may present increased risk.

We plan to enter new cities which we believe have strong growth potential, such as cities with vibrant economic growth, net inflowof migrants and favorable local polices on residential rental market. However, entering new markets may expose us to a variety of risks,and we may not be able to operate successfully in new markets. These risks include, among others:

�� inability to accurately evaluate local residential rental conditions and local economies;

�� inability to replicate our operation capability in the new markets;

�� lack of relevant prospective resident data relating to the new markets;

�� lack of brand recognition in new markets;

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Table of Contents�� existing competitor in these markets, who may already be existing market leaders;

�� inability to hire and retain key personnel in new markets;

�� lack of familiarity with local governmental policies; and

�� inability to achieve desirable financial results.

Failure to succeed in new market may hamper our growth. Also, since expansion into new market requires significant initial capitaloutlay, failure to achieve targeted return in the new market could materially and adversely affect our financial condition and results ofoperations.We may engage in business practices that violate PRC laws and regulations and we may fail to obtain or maintain licenses andpermits necessary to conduct our operations. If we are deemed to have violated any PRC laws and regulations or if we fail to obtainor maintain the necessary licenses and permits, our business, financial condition and results of operations would be materially andadversely affected.

Our business is subject to various compliance and operational requirements under the PRC laws and regulations, some of which areambiguous and constantly changing. We may not be in full compliance with all of the applicable laws, regulations and otherrequirements. If we are deemed to have violated any PRC laws and regulations, we may be required to modify or even cease the non-compliant practice. We may also be subject to administrative penalties, including the confiscation of illegal revenue, fines andsuspension of business operations, which may have a material and adverse impact on our business, financial condition and results ofoperations, as well as our reputation.

For example, we have not withheld income taxes on behalf of the property owners for the rents we paid to them, which may bedeemed as in violation of Individual Income Tax Law and Law on the Administration of Tax Collection. We may be subject to fines forsuch violation and may be required to take corrective measures.

Moreover, two of our entities, one that engages in construction design and the other that engages in subcontracting business, havenot obtained design permit, construction enterprise qualification or safety production permit, as required by the relevant PRC laws andregulations. We are in the process of applying for such permits and qualifications. Failure to do so in a timely manner may subject us tofines or we may be required by the relevant authority to take remedial action within a specified period of time or cease our constructionprojects, which could cause a material and adverse impact on our business, financial condition and results of operations.Failure to maintain the quality of the services that we provide to our residents could harm our brand and reputation, reduce residentsatisfaction and cause resident attrition.

We provide one-stop services to our residents, including cleaning, repair and maintenance, WiFi and 24/7 resident hotline. We alsoplan to expand our service offerings to include additional value-added services, such as IoT smart home, moving services, financial andinsurance services, new retail and other local services. The quality of our services is one important factor that attracts our residents. Ifwe or our third-party service providers fail to maintain the quality of the services we provide or fail to timely respond to residents'request and offer fast and effective solutions, our residents may become dissatisfied with us, which in turn may result in residentattrition.We may be subject to significant costs and reputational harm if our employees, dispatched workers or third-party service providerscommit any misconduct or violate any laws or regulations during the course of our operations.

We have a large number of employees, dispatched workers or third-party service providers that are involved in our daily operationsand serve our residents. Although we have implemented policies and

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Table of Contentsprocedures to govern their conducts, there can be no assurance that they will not commit any misconduct or violate any laws orregulations during the course of our operations. For instance, they may make misrepresentations to our residents when renting out ourapartment units, cause personal injuries or property losses to our residents when performing cleaning or maintenance services insidetheir apartment units, or breach our data policy. Any such incident may subject us to disputes or legal proceedings, result in negativepublicity and cause reputational harm to us.Any negative publicity, including false rumors, about us, our business, our operations, our management, our business partners orthe residential rental market in general, may materially and adversely affect our reputation, business, results of operations andgrowth prospects.

We have from time to time received negative publicity, including negative internet and blog postings and news reportings ontraditional media about our company, our business, our management or our services. Certain of such negative publicity may be the resultof malicious harassment or unfair competition acts by third parties. We may even be subject to government or regulatory investigationas a result of such third-party conduct and may be required to spend significant time and incur substantial costs to defend ourselvesagainst such third-party conduct, and we may not be able to conclusively refute each of the allegations within a reasonable period oftime, or at all. Our brand and reputation may be materially and adversely affected as a result of any negative publicity, which in turnmay cause us to lose market share, property owners, residents, corporate clients and third-party business partners. In addition, negativepublicity about residential rental market or co-living platforms in general may also materially and adversely harm customer confidencein us.We depend on third parties for different aspects of our business and the services that we offer, including but not limited to strategicpartners, financial institutions, third-party service providers and third-party payment companies. Our business, results of operations,financial condition and reputation may be materially and adversely affected if the third parties do not continue to maintain theirrelationship with us, or fail to provide services or products according to the terms of our contracts or otherwise below standard.

We currently cooperate and rely on a number of business partners in our daily operations. For instance, we cooperate with third-party service providers which provide cleaning and maintenance services, renovation partners which renovate our apartments, licensedfinancial institutions which provide rent financing to our residents, and commercial banks and third-party payment companies whichprocess rental payments for us. Pursuing, establishing and maintaining relationships with our business partners requires significant timeand resources. If we cannot successfully pursue, establish or maintain relationships with our business partners, our business operationsmay be adversely affected. In addition, our agreements with our business partners generally do not prohibit them from working with ourcompetitors or offering competing services. Our competitors may be more effective in providing incentives to our business partners,which may cause our business partners to favor business relationship with them over their relationship with us and devote moreresources toward our competitors. Moreover, our business partners may devote more resources to support their own competingbusinesses, which may compete with our business and adversely affect our business relationship with these business partners.Furthermore, if our business partners fail to perform their obligations under our agreements with them, we may have disagreements ordisputes with them or suspend or terminate our business relationship, which could adversely affect our business operations and brandimage. If our relationship with any of our existing business partners is suspended or terminated, we may not be able to find replacementbusiness partners in a timely and cost-effective manner or at all, which could negatively impact our business, financial condition andresults of operations.

Our business partners may be subject to regulatory penalties or punishments because of their regulatory compliance failures or maybe infringing upon other parties' legal rights, which may, directly

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Table of Contentsor indirectly, disrupt our business. Although we conduct review of legal formalities and certifications before entering into contractualrelationships with third parties, and take measures to reduce the risks that we may be exposed to in case of any non-compliance by thirdparties, we cannot be certain whether such third party has violated any regulatory requirements or infringed or will infringe any otherparties' legal rights. We cannot rule out the possibility of incurring liabilities or suffering losses due to any non-compliance by thirdparties. We cannot assure you that we will be able to identify irregularities or non-compliance in the business practices of third partieswe conduct business with, or that such irregularities or non-compliance will be corrected in a prompt and proper manner. Any legalliabilities and regulatory actions affecting third parties involved in our business may affect our business activities and reputation, andmay in turn affect our business, results of operations and financial condition.

In addition, we cannot guarantee that all the service providers will always adhere to our standards for quality of services, or thatour residents' experience with such third-party service providers will always be positive. Any poor performance of third parties involvedin our business could have a material and adverse effect on our ability to retain and acquire residents.We may not be able to effectively control the timing, quality and costs relating to the renovation and furnishing of our apartments,which may adversely affect our business, results of operations and financial condition.

Our success depends on our ability to quickly renovate, furnish and rent out apartments with high quality and in a cost-effectiveand efficient manner. Nearly all of our apartments require some level of renovation when we lease them from property owners. We areexposed to risks inherent in apartment renovation and furnishing, including but not limited to, potential cost overruns, increases in laborand materials costs, delays in renovation work, and poor workmanship. Potential supply chain interruptions, such as failure of ourOEMs to timely manufacture our self-designed furniture or failure of our suppliers to deliver raw materials, furniture or appliances ontime, may also delay our progress and increase our costs. If we fail to complete renovation and furnishing within our schedule or if ourtiming and cost estimation for renovation and furnishing prove to be materially inaccurate, our business, results of operations, financialcondition and growth prospects would be materially and adversely affected. In addition, if we fail to control the quality of renovationand lead to any potential complaints from, or damages to, our residents, we could be exposed to material liability and be heldresponsible for damages, fines or penalties, and our reputation may suffer.Any accidents, injuries, diseases or death in our rental apartments may adversely affect our reputation and subject us to liabilities.

While we endeavor to provide our residents with high quality and safe living conditions, there are inherent risks of accidents orinjuries in our apartments. One or more accidents or injuries such as fire accident, injury or death due to any criminal behavior, slip andfall, or suicide in any of our apartments could subject us to disputes or legal proceedings, adversely affect our reputation, decrease ouroverall occupancy rate and increase our costs for taking additional measures to further improve the effectiveness of our safetyprecautions.

In addition, if any fire accident occurs in any of our apartments that do not possess fire safety inspection certificate or if anyincident occurs in apartments where the actual use and the designated land use are inconsistent, there could be substantial negativepublicity, and may even trigger large-scale government actions that impact all of our apartments, which in turn will have a materialadverse impact on our business, results of operations and financial condition.

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Table of ContentsMoreover, a substantial majority of the furniture in our apartments are designed by us and manufactured by OEMs that we

cooperate with. Any personal injuries or other accidents caused by quality issues of our furniture may subject us to potential lawsuitsand liabilities.Our business is susceptible to changes in China's national and regional economic conditions and real estate market, particularlyresidential rental market.

Our business depends substantially on conditions of China's real estate market, particularly the residential rental market. Demandfor residential rental properties in China has grown steadily in recent years, primarily driven by favorable trends in residential rentalmarket, including increase in rural-to-urban migration resulting from continued urbanization, high residential property prices in tier 1and tier 2 cities, changes in the consumption habits of young people who tend to prefer renting over purchasing properties, consumptionupgrade leading to demand for better living experience and services, and favorable government policies supporting the growth ofresidential rental market. However, there is no assurance that such favorable trend could sustain. Any severe or prolonged slowdown inChina's economy, any slowdown or discontinuation of urbanization in our target markets, or any changes in government policies thatrestrain the development of residential rental market may materially and adversely affect our business, financial condition and results ofoperations. Economic downturn in China at large or in the cities we operate in could also result in a reduction of available apartmentswe could source from as fewer people may purchase properties for investment purpose or some property owners may have to sell theirproperties for liquidity. In addition, in the event of recession, our potential residents or existing residents may choose cheaper rentaloptions due to budget constraint, or we may have to reduce our rent to prevent resident attrition, which may result in our rent expenseexceeding our revenues and would adversely affect our business, financial condition and results of operations.

Moreover, the geographic concentration of our business operation may subject us to heightened risks in the event of adversechanges in regional economic condition or real estate market. For instance, the apartment units we operated in our top 3 cities, Beijing,Shanghai and Hangzhou, accounted for approximately 56.4% of the total number of apartment units we operated as of September 30,2019. If any of these cities undergoes recession in general economic condition or real estate market, we may be unable to maintain ourcurrent operations in such cities, which may materially and adversely affect our business, results of operations and financial condition.New laws, regulations and policies may be promulgated to strengthen the regulation on residential rental market, which mayadversely affect our business, results of operations, financial condition and growth prospect.

PRC laws, regulations and policies concerning residential rental market are developing and evolving. Although we have beentaking measures to comply with the laws, regulations and policies that are applicable to our business operations, PRC legislature orgovernment authorities may promulgate new laws and regulations in the future that may impose more stringent requirements on us. Wecannot assure you that our practice would not be deemed to violate any new PRC laws, regulations or policies, or that we are able tocomply with any new PRC laws, regulations or policies without unreasonable efforts or expenses, which could materially and adverselyaffect our business, results of operations and financial condition.

For instance, if PRC legislature or regulators promulgate or adopt new laws, regulations and policies imposing requirements on theminimum number of days between completion of renovation and renting out our apartments, we might be forced to keep our apartmentsvacant for a longer period of time, which may adversely affect our results of operations.

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Table of ContentsIn addition, government agencies may adopt policies intending to control rent levels, which may adversely affect our revenues and

profitability. Moreover, we impose an automatic lock-out of our residents through digital door locks in the event of rent delinquency forseven days or more. Although we believe that such policy does not violate any PRC laws or regulations, new laws or regulations may beenacted that impose restrictions on tenant eviction, which may adversely affect our business.Our leasehold interest may be defective and our legal right to lease certain properties may be challenged, which could causesignificant disruption to our business.

Under the PRC laws and regulations, all leases are required to be registered with the local authorities. Although failure to do sodoes not in itself invalidate the leases, lessees may not be able to defend these leases against bona fide third parties and may also beexposed to potential fines if they fail to rectify such non-compliance within the prescribed time frame after receiving notice from therelevant PRC government authorities. Most of our leases, including leases with property owners, residents and corporate clients as wellas leases for our offices and warehouses, have not been registered as required, which may expose us to potential fines ranging fromRMB1,000 to RMB10,000 for each unregistered lease, at the discretion of the relevant authority. In the event that any fine is imposed onus for our failure to register our leases, we may not be able to recover such losses from the contract counterparties. Some of our rightsunder the unregistered leases may also be subordinated to the rights of other interested third parties.

Moreover, certain of our apartments have defects on the land use rights. Under the PRC laws, land shall be used strictly in line withthe approved usage of the land unless the land alteration registration procedures are completed. If any land is illegally used beyond theapproved usage, the land administrative departments of the PRC government at and above the county level may force the propertyowner to complete the land alteration registration procedures within a time limit. Certain of our apartments are currently premised onthe rural collectively-owned land, not on the land with a construction usage for dwelling house, which is in contravention of theaforesaid legal requirements. As a result, the property owners of such apartments may be forced to go through the required procedures,which may cause interruptions to our business operations and negatively affect our results of operations. In addition, some propertyowners of these apartments have not obtained ownership certificates and therefore our legal right to rent out such apartments may bechallenged.

Any challenge to our legal rights to rent out the apartment units we operate, if successful, could impair the operations of suchapartments. We are also subject to the risk of potential disputes with property owners or third parties who claim their rights to orinterests in the apartment we operate. Such disputes, whether resolved in our favor or not, may divert management's attention, harm ourreputation or otherwise disrupt our business.Our business generates, obtains and processes a large amount of data, which subjects us to governmental regulations and otherlegal obligations and risks related to privacy, information security, use of data and data protection. Any improper use or disclosureof such data by us, our employees or our business partners, or theft by third-parties, could subject us to significant reputational,financial, legal and operational consequences.

Information security risks have generally increased in recent years due to the rise in new technologies and the increasedsophistication and activities of perpetrators of cyberattacks. In the ordinary course of our business we acquire and store sensitive data,including our intellectual properties, our proprietary business information and personally identifiable information, such as names,identification card numbers, contacts and electronic signatures, of property owners, residents, employees and third-party serviceproviders. The secure processing and maintenance of such information is critical to our operations and business strategy. Our propertyowners, residents,

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Table of Contentsemployees and third-party service providers expect that we will adequately protect their personal information.

We are also required by applicable laws to keep strictly confidential the personal information that we collect and to take adequatesecurity measures to safeguard the information we collect. Despite our security measures, our information technology and infrastructuremay be vulnerable to attacks by computer hackers or breached due to employee error, malfeasance or other unauthorized access ordisruptions. Any such breach could compromise our networks and the information stored therein could be accessed, publicly disclosed,misused, lost or stolen. Because the techniques used by computer programmers who may attempt to penetrate and sabotage ourproprietary internal and third-party data change frequently and may not be recognized until launched against a target, we may be unableto anticipate these techniques. Security and privacy concerns have become an important legislative and rule making focus in China. Anyunauthorized access, disclosure, misuse or other loss of information could result in legal claims or proceedings, liability under laws thatprotect the privacy of personal information, regulatory penalties, disruption to our operations and the services we provide to customersor damage our reputation, any of which could adversely affect our results of operations, reputation and competitive position.Our success depends on the continuing efforts of our key management and experienced and capable personnel as well as our abilityto recruit new talents. If we fail to hire, train, retain or motivate our staff, our business may suffer.

Our future success is significantly dependent upon the continued service of our key management as well as experienced andcapable personnel generally. Our key management have been crucial to the development of our culture and strategic direction. If we losethe services of any member of key management, we may not be able to locate suitable or qualified replacements, and may incuradditional expenses to recruit and train new staff, which could severely disrupt our business and growth. If any of our key managementjoins a competitor or forms a competing business, we may lose customers, know-how and key professionals and staff members. Ourmanagement has entered into employment agreements and confidentiality and non-competition agreements with us. However, if anydispute arises between any of our management member and us, we may have to incur substantial costs and expenses in order to enforcesuch agreements in China or we may be unable to enforce them at all.

Our rapid growth also requires us to hire and retain a wide range of talents who can adapt to a dynamic, competitive andchallenging business environment and are capable of helping us develop online and offline capabilities. We will need to continue toattract and retain experienced and capable personnel at all levels as we expand our business and operations. Competition for talent in theindustries in which we operate is intense, and we may need to offer a more attractive compensation and other benefits package,including share-based compensation, to attract and retain them. Even if we were to offer higher compensation and other benefits, thereis no assurance that these individuals will choose to join or continue to work for us. Any failure to attract, retain or motivate keymanagement and experienced and capable personnel could severely disrupt our business and growth.Our financial condition and results of operations may fluctuate significantly due to seasonality, and our quarterly financial resultsmay not fully reflect the underlying performance of our business.

Our quarterly operating results have fluctuated in the past and will fluctuate in the future due to seasonality. We generally rent out ahigher number of apartment units during the graduation season when college students start to look for off-campus rental apartments. Wetypically experience a lower level of rental around lunar year-end when a large number of migrants return to their hometowns tocelebrate the Chinese New Year. It generally picks up after the Chinese New Year when these migrants return to work. As a result ofthese factors, our revenues may vary from quarter to quarter and our quarterly results may not be comparable to the correspondingperiods of prior years, and you may not

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Table of Contentsbe able to predict our annual results of operations based on a quarter-to-quarter comparison of our results of operations. The quarterlyfluctuations in our revenues and results of operations could result in volatility and cause the price of our ADSs to fall. As our revenuesgrow, these seasonal fluctuations may become more pronounced. Given our limited operating history and the rapidly evolving marketsin which we compete, our historical operating results may not be useful to you in predicting our future operating results.We may be unable to conduct our sales and marketing activities cost-effectively.

We have incurred significant expenses on a variety of sales and marketing efforts designed to expand our resident base and enhanceour brand recognition, including payroll expenses to our sales team, advertising expenses and expenses for organizing marketingcampaigns. We incurred RMB81.0 million, RMB471.0 million (US$65.9 million) and RMB793.7 million (US$111.0 million) in salesand marketing expenses in the years ended December 31, 2017 and 2018 and in the nine months ended September 30, 2019,representing 12.3%, 17.6% and 15.9%, respectively, of our revenues in the corresponding periods. We may not be able to conduct oursales and marketing activities cost-effectively, and our sales and marketing activities may not be well received and may not result in thelevels of brand recognition and resident increases that we anticipate. We may also need to explore new sales and marketing methods,which may lead to significantly higher sales and marketing expenses and may not yield satisfactory results. Failure to refine our existingsales and marketing approaches or to introduce new sales and marketing approaches in a cost-effective manner could negatively affectour revenues and profitability.Our failure to protect our intellectual property rights or prevent unauthorized use of our intellectual property could materially andadversely affect our revenues and harm our competitive position.

We rely primarily on a combination of copyright, trade secret, trademark and anti-unfair competition laws and contractual rights toestablish and protect our intellectual property rights. We cannot assure you that the steps we have taken or will take in the future toprotect our intellectual property will prove to be sufficient. For example, although we require our employees to enter into confidentialityagreements in order to protect our proprietary information, these agreements might not effectively prevent disclosure of our tradesecrets, know-how or other proprietary information and might not provide an adequate remedy in the event of unauthorized disclosureof such confidential information. In addition, others may independently discover trade secrets and proprietary information, and in suchcases we could not assert any trade secret rights against such parties. Implementation of intellectual property-related laws in China hashistorically been lacking, primarily due to ambiguity in the PRC laws and enforcement difficulties. Accordingly, intellectual propertyrights and confidentiality protection in China may not be as effective as in the United States or other countries. Current or potentialcompetitors may use our intellectual property without our authorization in the development of products and services that aresubstantially equivalent or superior to ours, which could reduce demand for our solutions and services, adversely affect our revenuesand harm our competitive position. Even if we were to discover evidence of infringement or misappropriation, our recourse against suchcompetitors may be limited or could require us to pursue litigation, which could involve substantial costs and diversion of management'sattention from the operation of our business.We may be subject to intellectual property infringement or misappropriation claims, which could be time-consuming and costly todefend and, if determined adversely against us, could materially impact our business.

We cannot be certain that our services, technology system, information provided on our online platform do not or will not infringepatents, copyrights or other intellectual property rights held by third parties. From time to time, we may be subject to legal proceedingsand claims alleging

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Table of Contentsinfringement of patents, trademarks or copyrights, or misappropriation of creative ideas or formats, or other infringement of proprietaryintellectual property rights. The validity, enforceability and scope of intellectual property rights protection in internet-related industries,particularly in China, are uncertain and still evolving. For example, as we face increasing competition and litigation is frequently used toresolve disputes in China, we face a higher risk of being the subject of intellectual property infringement claims and legal proceedings.Any such proceeding could result in significant costs to us and divert our management's time and attention from the operation of ourbusiness, as well as potentially adversely impact our reputation, even if we are ultimately absolved of all liability.Our insurance coverage may not be sufficient, which could expose us to significant costs and business disruption.

We believe we maintain insurance policies in line with industry standards. However, insurance companies in China currently do notoffer as extensive an array of insurance products as are offered by insurance companies in more developed economies. As such, we maynot be able insure certain risks related to our assets or business even if we desire to. Although we maintain property insurance coveringapartment units we operate, we do not maintain property insurance covering our equipment and other property that are essential to ourbusiness operation, business interruption insurance, key-man life insurance or litigation insurance. In addition, although we maintainpersonal injury insurance that covers personal injuries of our renters caused by certain types of accidents in a majority of ourapartments, such insurance may not be sufficient to cover all types of accidents that may occur or cover all possible losses. Anyuninsured occurrence of business disruption, litigation, accidents or natural disaster, or significant damages to our uninsured equipmentor facilities could have a material and adverse effect on our results of operations. Our current insurance coverage may not be sufficientto prevent us from any loss and there is no certainty that we will be able to successfully claim our losses under our current insurancepolicy on a timely basis, or at all. If we incur any loss that is not covered by our insurance policies, or the compensated amount issignificantly less than our actual loss, our business, financial condition and results of operations could be materially and adverselyaffected.Our operations depend on the performance of the internet infrastructure and telecommunications networks in China.

Almost all access to the internet in China is maintained through state-owned telecommunication operators under the administrativecontrol and regulatory supervision of the Ministry of Industry and Information Technology, or the MIIT. Our IT infrastructure iscurrently deployed, and our data is currently maintained through a customized cloud computing system. Our servers are housed at third-party data centers. Such service provider may have limited access to alternative networks or services in the event of disruptions, failuresor other problems with China's internet infrastructure or the fixed telecommunications networks provided by telecommunication serviceproviders. With the expansion of our business, we may be required to upgrade our technology and infrastructure to keep up with theincreasing number and variety of transactions on our platform. There can be no assurance that our internet infrastructure and the fixedtelecommunications networks in China will be able to support the demands associated with the continued growth in internet usage.We, our directors and our management may be involved in legal or administrative proceedings or commercial disputes, which couldhave a material adverse effect on our business, financial condition and results of operations.

We, our directors and our management may be subject to claims and various legal and administrative proceedings, and hencepenalties as well, that may arise in the ordinary course of business. In addition, agreements entered into by us sometimes includeindemnification provisions which may subject us to costs and damages in the event of a claim against an indemnified third party. Wemay be subject to various intellectual property infringement or misappropriation claims, see "�We may be subject to intellectualproperty infringement or misappropriation claims, which could be time-consuming and costly to defend and, if determined adverselyagainst us, could materially impact our business"

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Table of ContentsRegardless of the merit of particular claims, legal and administrative proceedings, litigations, injunctions and governmental

investigations against us, our directors and management may be expensive, time-consuming or disruptive to our operations anddistracting to management. In recognition of these considerations, we may enter into agreements or other arrangements to settlelitigation and resolve such disputes. No assurance can be given that such agreements can be obtained on acceptable terms or thatlitigation will not occur. These agreements may also significantly increase our operating expenses.

In addition, new legal or administrative proceedings and claims may arise in the future and the current legal or administrativeproceedings and claims we face are subject to inherent uncertainties. If one or more legal or administrative matters were resolvedagainst us or an indemnified third party for amounts in excess of our management's expectations or certain injunctions are granted toprevent us from using certain technologies in our solutions, our business and financial conditions could be materially and adverselyaffected. Further, such an outcome could result in significant compensatory, punitive monetary damages, disgorgement of revenue orprofits, remedial corporate measures, injunctive relief or specific performance against us that could materially and adversely affect ourfinancial condition and operating results.If we fail to remediate our material weakness and implement and maintain an effective system of internal controls over financialreporting, we may be unable to accurately report our results of operations, meet our reporting obligations or prevent fraud.

Prior to this offering, we have been a private company with limited accounting personnel and other resources with which to addressour internal control over financial reporting. In connection with the audits of our consolidated financial statements included in thisprospectus, we and our independent registered public accounting firm identified one material weakness in our internal control overfinancial reporting. As defined in the standards established by the U.S. Public Company Accounting Oversight Board, a "materialweakness" is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonablepossibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

The material weakness that has been identified relates to insufficient accounting personnel with appropriate U.S. GAAP knowledgefor accounting of complex transactions, presentation and disclosure of financial statements in accordance with U.S. GAAP and SECreporting requirements. The material weakness, if not remediated timely, may lead to material misstatements in our consolidatedfinancial statements in the future. Neither we nor our independent registered public accounting firm undertook a comprehensiveassessment of our internal control for purposes of identifying and reporting material weaknesses and other control deficiencies in ourinternal control over financial reporting. Had we performed a formal assessment of our internal control over financial reporting or hadour independent registered public accounting firm performed an audit of our internal control over financial reporting, additionaldeficiencies may have been identified.

Following the identification of the material weakness and other significant control deficiencies, we have taken measures and planto continue to take measures to remediate these deficiencies. See "Management's Discussion and Analysis of Financial Condition andResults of Operations�Internal Control Over Financial Reporting." However, the implementation of these measures may not fullyaddress these deficiencies in our internal control over financial reporting. Our failure to correct these deficiencies or our failure todiscover and address any other deficiencies could result in inaccuracies in our financial statements and impair our ability to comply withapplicable financial reporting requirements and related regulatory filings on a timely basis. Moreover, ineffective internal control overfinancial reporting could significantly hinder our ability to prevent fraud.

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Table of ContentsUpon the completion of this offering, we will become subject to the Sarbanes-Oxley Act of 2002. The Sarbanes-Oxley Act

requires, among other things, that we maintain effective disclosure controls and procedures and internal controls over financialreporting. Commencing with our fiscal year ending December 31, 2020, we must perform system and process evaluation and testing ofour internal controls over financial reporting to allow management to report on the effectiveness of our internal controls over financialreporting in our Form 20-F filing for that year, as required by Section 404 of the Sarbanes-Oxley Act. In addition, once we cease to bean "emerging growth company" as the term is defined in the JOBS Act, our independent registered public accounting firm must attest toand report on the effectiveness of our internal control over financial reporting. Our management may conclude that our internal controlover financial reporting is not effective. Moreover, even if our management concludes that our internal control over financial reportingis effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report that isqualified if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated orreviewed, or if it interprets the relevant requirements differently from us. This will require that we incur substantial additionalprofessional fees and internal costs to expand our accounting and finance functions and that we expend significant management efforts.

Prior to this offering, we were a private company with limited accounting personnel and other resources with which to address ourinternal controls and procedures, and we were never required to test our internal controls within a specified period, and, as a result, wemay experience difficulty in meeting these reporting requirements in a timely manner. Our management has not completed anassessment of the effectiveness of our internal control over financial reporting and our independent registered public accounting firmhas not conducted an audit of our internal control over financial reporting.

In addition, our internal controls over financial reporting will not prevent or detect all errors or fraud. A control system, no matterhow well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met.Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatementsdue to error or fraud will not occur or that all control issues and instances of fraud will be detected.

If we are not able to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner, or if we areunable to maintain proper and effective internal controls, we may not be able to produce timely and accurate financial statements. If thatwere to happen, the market price of the ADSs could decline and we could be subject to sanctions or investigations by the NYSE, theSEC or other regulatory authorities.Our failure to fully comply with PRC labor-related laws may expose us to potential penalties.

Companies operating in China are required to participate in mandatory employee social security schemes that are organized bymunicipal and provincial governments, including pension insurance, unemployment insurance, childbirth insurance, work-related injuryinsurance, medical insurance and housing provident funds. Such schemes have not been implemented consistently by the localgovernments in China given the different levels of economic development in different locations, but generally require us to makecontributions to employee social security plans at specified percentages of the salaries, bonuses and certain allowances of ouremployees, up to a maximum amount specified by the local government from time to time. In the past, we did not make fullcontributions to social insurance and housing provident funds for some of our employees. Our failure to make full contributions tosocial insurance and to comply with applicable PRC labor-related laws regarding housing funds may subject us to late paymentpenalties and other fines or labor disputes, and we could be required to make up the contributions for these plans, which may adverselyaffect our financial condition and results of operations.

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Table of ContentsAccording to applicable PRC laws and regulations, employers must open social insurance registration accounts and housing

provident fund accounts and pay social insurance and housing provident funds for employees. Some of our subsidiaries or consolidatedaffiliated entities have not opened social insurance registration accounts or housing provident fund accounts, and engage third-partyhuman resources agencies to pay social insurance and housing provident funds for some of their employees. We may be subject topenalties imposed by the local social insurance authorities and the local housing provident fund management centers for failing todischarge our obligations in relation to payment of social insurance and housing provident funds as an employer.

In addition, the use of employees of third-party labor dispatch agencies, who are known in China as "dispatched workers," ismainly regulated by the Interim Provisions on Labor Dispatching, which was promulgated by the Ministry of Human Resources andSocial Security in January 2014. It provides that an employer may use dispatched workers only for temporary, auxiliary or substitutepositions, and shall strictly control the number of workers under labor dispatching arrangements. The number of dispatched workersused by an employer shall not exceed 10% of the total number of its employees. As of the date of this prospectus, the number of ourdispatched workers as a percentage of our total number of employees exceeds such threshold. If the governmental authorities find us tobe in violation of the relevant employment regulations, we may be subject to penalties and be required to reduce the number ofdispatched workers. As a result, we may incur significant costs to find replacement for dispatched workers and experience disruptions inour operations. Furthermore, there can be no assurance that we will be able to find suitable employees to replace the dispatchedworkers. If we fail to comply within the time period specified by the labor authority, we may be subject to a penalty ranging fromRMB5,000 to RMB10,000 per dispatched worker exceeding the 10% threshold.We face risks related to catastrophic weather, natural disasters, potential climate change, health epidemics and other outbreaks,which could significantly disrupt our operations.

We are vulnerable to catastrophic weather, natural disasters and other calamities. Some of our apartments are located in areas thatmay experience catastrophic weather and other natural events from time to time, including earthquakes mudslides, fires, typhoons,tornadoes, floods, snow, ice storms, or other severe inclement weather. We may also experience power loss or telecommunicationsfailures. Such events may cause physical damage to our apartments, injure our residents and result in negative publicity about us, whichmay in turn cause a decrease in demand for our apartments in these areas. Additionally, the accidental death or injury of our residentsdue to fire, natural disasters or other hazards could have a material and adverse effect on our business and results of operations. Ourinsurance coverage may not cover all losses associated with such events, which could have an adverse effect on our financial conditionand results of operations. Furthermore, such events may give rise to server interruptions, breakdowns, system failures or internetfailures, which could cause the loss or corruption of data or malfunctions of software or hardware as well as adversely affect our abilityto provide our services.

We may experience break-ins, war, riots, terrorist attacks or similar events. Actual or threatened such events and other acts ofviolence or war could have a material and adverse effect on our business and operating results. Attacks that directly impact one or moreof the properties under our management could significantly affect our ability to operate those properties and thereby impair our ability toachieve our expected results. In addition, the adverse effects that such violent acts and threats of future attacks could have on theChinese economy could similarly have an adverse effect on our financial condition and results of operations.

Our business could also be adversely affected by the effects of Ebola virus disease, H1N1 flu, H7N9 flu, avian flu, Severe AcuteRespiratory Syndrome, or SARS, or other epidemics. Our business operations could be disrupted if any of our employees is suspected ofhaving Ebola virus disease, H1N1 flu, H7N9 flu, avian flu, SARS or another contagious disease or condition, since it could require

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Table of Contentsour employees to be quarantined and/or our offices to be disinfected. In addition, our results of operations could be adversely affected tothe extent that any of these epidemics harms the Chinese economy in general.Our use of certain leased properties for our warehouses and office could be challenged by third parties or governmental authorities,which may cause interruptions to our business operations.

Certain lessors of our leased warehouses and offices in China have not provided us with their property ownership certificates orany other documentation proving their right to lease those properties to us. If any of our lessors are not the owners of the properties andthey have not obtained consents from the owners or their lessors or permits from the relevant governmental authorities to lease suchproperties to us, our lease arrangements with such lessors could be invalid. If any of our leases are invalid, we may have to vacate theproperties and seek alternative office and warehouse locations, or we may have to renegotiate the leases with the owners or other partieswho have the right to lease the properties, and the terms of the new leases may be less favorable to us. This may cause interruptions toour business operations or financial losses. Although we may seek damages from such lessors, such damages may not fully cover theactual losses we suffer.Our revenue backlog may not be indicative of our future revenues.

Our revenue backlog as of a given date represents total rents, service fees and utility charges to be recognized as our revenuesunder our leases with residents and corporate clients existing as of the date specified, assuming all of these leases will be performed tothe end of their terms and not renewed. However, as we, our residents or corporate clients may terminate the lease by paying an earlytermination fee, we cannot assure you that all of our existing leases will be performed to the end of their terms. Any early termination orrenegotiation of our existing leases or any default on our existing leases will affect expected revenues reflected in our revenue backlog.Our revenue backlog is not necessarily indicative of future earnings or revenues and we may not ultimately realize our revenue backlog.We will recognize a substantial amount of share-based compensation expense upon the completion of this offering, which will have asignificant impact on our results of operations.

Pursuant to our 2017 stock inventive plan, as amended and restated, we may grant options to purchase no more than 274,226,921of our ordinary shares. As of the date of this prospectus, we have outstanding options with respect to 178,022,914 ordinary shares thathave been granted to our employees and directors under the 2017 stock inventive plan. We are required to account for share optionsgranted to our employees, directors and consultants in accordance with Codification of Accounting Standards, or ASC 718,"Compensation�Stock Compensation." We are required to classify share options granted to our employees, directors as equity awardsand recognize share-based compensation expense based on the fair value of such share options, with the share-based compensationexpense recognized over the period in which the recipient is required to provide service in exchange for the equity award. Because theexercisability of the share options granted by us is conditional upon completion of this offering, we have not recognized share-basedcompensation expense relating to these share options granted by us yet.

As a result, upon the completion of this offering, we expect to begin to recognize a substantial amount of share-basedcompensation expense, and we expect the recognition of such share-based compensation expenses to have a significant impact on ourresults of operations in the fiscal quarter in which this offering is completed. As of September 30, 2019, the total unrecognizedcompensation costs associated with share options granted to employees amounted to RMB1,276.5 million (US$178.6 million).Moreover, if additional share options or other equity incentives are granted to our employees, directors or consultants in the future, wewill incur additional share-based compensation

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Table of Contentsexpense and our results of operations will be further adversely affected. For further information on our equity incentive plans andinformation on our recognition of related expenses, please see "Management's Discussion and Analysis of Financial Condition andResults of Operations�Critical Accounting Policies, Judgments and Estimates�Share-Based Compensation" and "Management�EquityIncentive Plans."

In addition, we granted in aggregate 281,290,000 restricted shares to the two entities controlled by our co-founders respectivelypursuant to a restricted share agreement. We recognized share-based compensation expenses in relation to the restricted shares in anamount of RMB8.6 million, RMB5.8million (US$812.6 thousand) and RMB4.5 million (US$631.1 thousand) for the years endedDecember 31, 2017, 2018 and the nine months ended September 30, 2019, respectively.Risks Relating to Our Corporate StructureWe rely on contractual arrangements with our consolidated VIEs and their respective shareholders to operate our business, whichmay not be as effective as direct ownership in providing operational control and otherwise have a material adverse effect as to ourbusiness, results of operations and financial condition.

We rely on contractual arrangements with our consolidated VIEs and their shareholders to operate our business. For a descriptionof these contractual arrangements, see "Our History and Corporate Structure�Contractual Arrangements with Consolidated VIEs andTheir Shareholders." These contractual arrangements may not be as effective as direct ownership in providing us with control over ourconsolidated VIEs. If our consolidated VIEs or their shareholders fail to perform their respective obligations under these contractualarrangements, we only have indirect recourse to the assets held by our consolidated VIEs and we may have to incur substantial costs andexpend significant resources to enforce such arrangements in reliance on legal remedies under PRC law. These remedies may not alwaysbe effective, particularly in light of uncertainties in the PRC legal system. Furthermore, in connection with litigation, arbitration or otherjudicial or dispute resolution proceedings involving shareholders of our consolidated VIEs, assets under the name of such share holder,including the equity interest in our consolidated VIEs, may be put under court custody. As a consequence, we cannot be certain that theequity interest in our consolidated VIEs will be disposed pursuant to our contractual arrangement with their shareholders.

All of these contractual arrangements are governed by PRC law and provide for the resolution of disputes through arbitration in thePRC. Accordingly, these contracts would be interpreted in accordance with PRC laws and any disputes would be resolved in accordancewith PRC legal procedures. The legal environment in the PRC is not as developed as in other jurisdictions, such as the U.S. As a result,uncertainties in the PRC legal system could limit our ability to enforce these contractual arrangements. In the event that we are unable toenforce these contractual arrangements, or if we suffer significant time delays or other obstacles in the process of enforcing thesecontractual arrangements, it would be very difficult to exert effective control over our consolidated VIEs, and our ability to conduct ourbusiness and our results of operations and financial condition may be materially and adversely affected. See "�Risks Relating to DoingBusiness in China�There are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations."Any failure by our consolidated VIEs or their respective shareholders to perform their obligations under our contractualarrangements with them would have a material adverse effect on our business, results of operations and financial condition.

We, through one of our subsidiaries and a wholly foreign-owned enterprise in the PRC, have entered into a series of contractualarrangements with our consolidated VIEs and their shareholders. For a description of these contractual arrangements, see "Our Historyand Corporate Structure�Contractual Arrangements with Consolidated VIEs and Their Shareholders." If our consolidated VIEs

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Table of Contentsor their shareholders fail to perform their respective obligations under these contractual arrangements, we may incur substantial costsand expend additional resources to enforce such arrangements. We may also have to rely on legal remedies under PRC laws, includingseeking specific performance or injunctive relief, and claiming damages, which we cannot assure you will be effective under PRC laws.For example, if the shareholders of our consolidated VIEs were to refuse to transfer their equity interests in the consolidated VIEs to usor our designee when we exercise the call option pursuant to these contractual arrangements, or if they were otherwise to act in bad faithtoward us, then we may have to take legal actions to compel them to perform their contractual obligations.

All the agreements under our contractual arrangements are governed by PRC laws and provide for the resolution of disputesthrough arbitration in China. Accordingly, these contracts would be interpreted in accordance with PRC laws and any disputes would beresolved in accordance with PRC legal procedures. The legal system in the PRC is not as developed as in some other jurisdictions, suchas the U.S. As a result, uncertainties in the PRC legal system could limit our ability to enforce these contractual arrangements. See"�Risks Related to Doing Business in China�There are uncertainties regarding the interpretation and enforcement of PRC laws, rulesand regulations." Meanwhile, there are very few precedents and little formal guidance as to how contractual arrangements in the contextof a VIE should be interpreted or enforced under PRC laws. There remain significant uncertainties regarding the ultimate outcome ofsuch arbitration should legal action become necessary. In addition, under PRC laws, rulings by arbitrators are final and parties cannotappeal arbitration results in court unless such rulings are revoked or determined unenforceable by a competent court. If the losing partiesfail to carry out the arbitration awards within a prescribed time limit, the prevailing parties may only enforce the arbitration awards inPRC courts through arbitration award recognition proceedings, which would require additional expenses and delay. In the event that weare unable to enforce these contractual arrangements, or if we suffer significant delay or other obstacles in the process of enforcing thesecontractual arrangements, we may not be able to exert effective control over our consolidated VIEs and relevant rights and licenses heldby it which we require in order to operate our business, and our ability to conduct our business may be negatively affected.The shareholders of our consolidated VIEs may have potential conflicts of interest with us, which may materially and adverselyaffect our business, results of operations and financial condition.

The interests of the shareholders of our consolidated VIEs in their capacities as such shareholders may differ from the interests ofour company as a whole, as what is in the best interests of our consolidated VIEs, including matters such as whether to distributedividends or to make other distributions to fund our offshore requirement, may not be in the best interests of our company. There can beno assurance that when conflicts of interest arise, any or all of these individuals will act in the best interests of our company or thoseconflicts of interest will be resolved in our favor. In addition, these individuals may breach or cause our consolidated VIEs and theirsubsidiaries to breach or refuse to renew the existing contractual arrangements with us.

Currently, we do not have arrangements to address potential conflicts of interest the shareholders of our consolidated VIEs mayencounter, on one hand, and as a beneficial owner of our company, on the other hand. We, however, could, at all times, exercise our calloptions under the exclusive call option agreements to cause them to transfer all of their equity interest in our consolidated VIEs to us ora person or persons designated by us as permitted by the then applicable PRC laws. In addition, if such conflicts of interest arise, wecould also, in the capacity of attorney-in-fact of the then existing shareholders of our consolidated VIEs as provided under the power ofattorney agreements, directly appoint new directors of our consolidated VIEs. We rely on the shareholders of our consolidated VIEs tocomply with PRC laws and regulations, which protect contracts and provide that directors and executive officers owe a duty of loyaltyto our company and require them to avoid conflicts of interest and not to take advantage of their positions for personal gains, and thelaws of the Cayman Islands,

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Table of Contentswhich provide that directors have a duty of care and a duty of loyalty to act honestly in good faith with a view to our best interests.However, the legal frameworks of the PRC and the Cayman Islands do not provide guidance on resolving conflicts in the event of aconflict with another corporate governance regime. If we cannot resolve any conflicts of interest or disputes between us and theshareholders of our consolidated VIEs, we would have to rely on legal proceedings, which could result in disruption of our business andsubject us to substantial uncertainty as to the outcome of any such legal proceedings.If the PRC government deems that the contractual arrangements in relation to our consolidated VIEs do not comply with PRCregulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existingregulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.

The PRC government regulates telecommunications-related businesses through strict business licensing requirements and othergovernment regulations. These laws and regulations also include limitations on foreign ownership of PRC companies that engage intelecommunications-related businesses. Specifically, foreign investors are not allowed to own more than a 50% equity interest in anyPRC company engaging in value-added telecommunications businesses. The primary foreign investor must also have experience and agood track record in providing value-added telecommunications services, or VATS, overseas.

Because we are an exempted company incorporated in the Cayman Islands, we are classified as a foreign enterprise under PRClaws and regulations, and our wholly foreign-owned enterprise in the PRC is a foreign-invested enterprise, or FIE. Accordingly, none ofthese subsidiaries are eligible to operate VATS business in China. We conduct our VATS business in the PRC through one of ourconsolidated VIEs. Xiaofangjian, one of our PRC subsidiaries has entered into a series of contractual arrangements with ourconsolidated VIEs and their shareholders, which enable us to (i) exercise effective control over the consolidated VIEs, (ii) receivesubstantially all of the economic benefits of the consolidated VIEs and (iii) have an exclusive option to purchase all or part of the equityinterest in the consolidated VIEs when and to the extent permitted by PRC law. As a result of these contractual arrangements, we havecontrol over and are the primary beneficiary of the consolidated VIEs and hence consolidate their financial results as our consolidatedVIEs under U.S. GAAP. For a description of these contractual arrangements, see "Our History and Corporate Structure�ContractualArrangements with Consolidated VIEs and Their Shareholders."

If our corporate structure and contractual arrangements are deemed by the MIIT or the MOFCOM or other regulators havingcompetent authority to be illegal, either in whole or in part, we may lose control of our consolidated VIEs and have to modify suchstructure to comply with regulatory requirements. However, there can be no assurance that we can achieve this without materialdisruption to our VATS business. Further, if our corporate structure and contractual arrangements are found to be in violation of anyexisting or future PRC laws or regulations, the relevant regulatory authorities would have broad discretion in dealing with suchviolations, including:

�� revoking our business and operating licenses;

�� levying fines on us;

�� confiscating any of our income that they deem to be obtained through illegal operations;

�� shutting down our services;

�� discontinuing or restricting our operations in the PRC;

�� imposing conditions or requirements with which we may not be able to comply;



�� requiring us to change our corporate structure and contractual arrangements;

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Table of Contents�� restricting or prohibiting our use of the proceeds from overseas offering to finance our consolidated VIEs, business and

operations; and

�� taking other regulatory or enforcement actions that could be harmful to our business.

Furthermore, if future PRC laws, administrative regulations or provisions mandate further actions to be taken by companies withrespect to existing contractual arrangements, we may face substantial uncertainties as to whether we can complete such actions in atimely manner, or at all. Failure to take timely and appropriate measures to cope with any of these or similar regulatory compliancechallenges could materially and adversely affect our current corporate structure and business operations.Our corporate actions are significantly influenced by our co-founder, director and chief executive officer, Jing Gao, who has theability to exert significant influence over important corporate matters that require approval of shareholders, which may deprive youof an opportunity to receive a premium for your ADSs and materially reduce the value of your investment.

Immediately prior to the completion of this offering, our outstanding share capital will be re-designated into Class A ordinaryshares and Class B ordinary shares. Each Class A ordinary share is entitled to one vote and each Class B ordinary share is entitled totwenty (20) votes at general meetings of our shareholders. Immediately after the completion of this offering, Jing Gao, our co-founder,director and chief executive officer, will beneficially own all of our Class B ordinary shares representing % of the voting power ofour total issued and outstanding shares, assuming the underwriters do not exercise their option to purchase additional ADSs. As a resultof the concentration of ownership, Jing Gao will have considerable influence over corporate matters such as mergers, acquisitions,consolidations, the sale of all or substantially all of our assets, reorganization, restructuring, liquidation and other significant corporateactions. This concentration of ownership and the protective provisions in our post-offering amended and restated memorandum andarticles of association, which will become effective upon the completion of this offering, may discourage, delay or prevent a change incontrol of our company, which could have the dual effect of depriving our shareholders of an opportunity to receive a premium for theirshares as part of a sale of our company and reducing the price of the ADSs. In addition, in the event that we issue additional Class Bordinary shares after completion of this offering, it will cause further dilution to the voting power of our Class A ordinary shareholders.As a result of the foregoing, the value of your investment could be materially reduced.Our current corporate structure and business operations may be affected by the newly enacted PRC Foreign Investment Law.

On March 15, 2019, the National People's Congress approved the Foreign Investment Law, which will take effect on January 1,2020 and replace three existing laws regulating foreign investment in China, namely, the Wholly Foreign-Invested Enterprise Law of thePRC, the Sino-Foreign Cooperative Joint Venture Enterprise Law of the PRC and the Sino-Foreign Equity Joint Venture Enterprise Lawof the PRC, together with their implementation rules and ancillary regulations. Since it is relatively new, uncertainties exist in relation toits interpretation and implementation. The Foreign Investment Law does not explicitly classify whether variable interest entities that arecontrolled through contractual arrangements would be deemed as foreign invested enterprises if they are ultimately "controlled" byforeign investors. However, it has a catch-all provision under definition of "foreign investment" that includes investments made byforeign investors in the PRC through other means as provided by laws, administrative regulations or the State Council. Therefore it stillleaves leeway for future laws, administrative regulations or provisions of the State Council to provide for contractual arrangements as aform of foreign investment. Therefore, there can be no assurance that our control over our consolidated VIEs through contractualarrangements will not be deemed as foreign investment in the future.

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Table of ContentsThe Foreign Investment Law grants national treatment to foreign-invested entities, except for those foreign-invested entities that

operate in industries specified as either "restricted" or "prohibited" from foreign investment in a "negative list" that is yet to bepublished. It is unclear whether the "negative list" to be published will differ from the current Special Administrative Measures forMarket Access of Foreign Investment (Negative List). If our control over our consolidated VIEs through contractual arrangements aredeemed as foreign investment in the future, and any business of our consolidated VIEs is "restricted" or "prohibited" from foreigninvestment under the "negative list" effective at the time, we may be deemed to be in violation of the Foreign Investment Law, thecontractual arrangements that allow us to have control over our consolidated VIEs may be deemed as invalid and illegal, and we may berequired to unwind such contractual arrangements and/or restructure our business operations, any of which may have a material adverseeffect on our business operation.

Furthermore, if future laws, administrative regulations or provisions mandate further actions to be taken by companies with respectto existing contractual arrangements, we may face substantial uncertainties as to whether we can complete such actions in a timelymanner, or at all. Failure to take timely and appropriate measures to cope with any of these or similar regulatory compliance challengescould materially and adversely affect our current corporate structure and business operations.Contractual arrangements in relation to our consolidated VIEs may be subject to scrutiny by the PRC tax authorities and they maydetermine that our consolidated VIEs owes additional taxes, which could negatively affect our results of operations and financialcondition and the value of your investment.

Under applicable PRC laws and regulations, arrangements and transactions among related parties may be subject to audit orchallenge by the PRC tax authorities. The PRC enterprise income tax law requires every enterprise in China to submit its annualenterprise income tax return together with a report on transactions with its related parties to the relevant tax authorities. The taxauthorities may impose reasonable adjustments on taxation if they have identified any related party transactions that are inconsistentwith arm's length principles. We may face material and adverse tax consequences if the PRC tax authorities determine that thecontractual arrangements among our wholly-owned PRC subsidiary, our consolidated VIEs and their shareholders were not entered intoon an arm's length basis in such a way as to result in an impermissible reduction in taxes under applicable PRC laws, regulations andrules, and adjust their income in the form of a transfer pricing adjustment. A transfer pricing adjustment could, among other things,result in a reduction of expense deductions recorded by our wholly-owned PRC subsidiary or consolidated VIEs for PRC tax purposes,which could in turn increase their tax liabilities without reducing their tax expenses. In addition, if our wholly-owned PRC subsidiaryrequests the shareholders of our consolidated VIEs to transfer their equity interests in our consolidated VIEs at nominal value pursuantto these contractual arrangements, such transfer could be viewed as a gift and subject the relevant subsidiary to PRC income tax.Furthermore, the PRC tax authorities may impose late payment fees and other penalties on our PRC subsidiary and consolidated VIEsfor adjusted but unpaid taxes according to applicable regulations. Our financial position could be materially and adversely affected if thetax liabilities of our PRC subsidiary and consolidated VIEs increase, or if they are required to pay late payment fees and other penalties.We may lose the ability to use and enjoy assets held by our consolidated VIEs that are material to the operation of our business if theentity goes bankrupt or becomes subject to a dissolution or liquidation proceeding.

Our consolidated VIEs hold a substantial portion of our assets. Under the contractual arrangements, our consolidated VIEs may notand their shareholders may not cause it to, in any manner, sell, transfer, mortgage or dispose of its assets or its legal or beneficialinterests in the business without our prior consent. However, in the event that the shareholders of our consolidated VIEs breach thesecontractual arrangements and voluntarily liquidate our consolidated VIEs, or our

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Table of Contentsconsolidated VIEs declares bankruptcy and all or part of its assets become subject to liens or rights of third-party creditors, or areotherwise disposed of without our consent, we may be unable to continue some or all of our business activities, which could materiallyand adversely affect our business, results of operations and financial condition. If our consolidated VIEs undergoes a voluntary orinvoluntary liquidation proceeding, independent third-party creditors may claim rights to some or all of these assets, thereby hinderingour ability to operate our business, which could materially and adversely affect our business, results of operations and financialcondition.Risks Relating to Doing Business in ChinaChanges in the political and economic policies of the PRC government may materially and adversely affect our business, results ofoperations and financial condition and may result in our inability to sustain our growth and expansion strategies.

All of our operations are conducted in the PRC and all of our revenues are sourced from the PRC. Accordingly, our business,results of operations and financial condition are affected to a significant extent by economic, political and legal developments in thePRC.

The PRC economy differs from the economies of most developed countries in many respects, including the extent of governmentinvolvement, level of development, growth rate, control of foreign exchange and allocation of resources. Although the PRC governmenthas implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership ofproductive assets, and the establishment of improved corporate governance in business enterprises, a substantial portion of productiveassets in China is still owned by the government. In addition, the PRC government continues to play a significant role in regulatingindustry development by imposing industrial policies. The PRC government also exercises significant control over China's economicgrowth by allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policy, regulatingfinancial services and institutions and providing preferential treatment to particular industries or companies.

While the PRC economy has experienced significant growth in the past decades, growth has been uneven, both geographically andamong various sectors of the economy, and the rate of growth has been slowing since 2012. Any adverse changes in economicconditions in China, in the policies of the PRC government or in the laws and regulations in China could have a material and adverseeffect on the overall economic growth of China. Such developments could adversely affect our business and operating results, lead toreduction in demand for our services and adversely affect our competitive position. The PRC government has implemented variousmeasures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall PRCeconomy, but may also have a negative effect on us. Our business, results of operations and financial condition could be materially andadversely affected by government control over capital investments or changes in tax regulations that are applicable to us. In addition, thePRC government has implemented in the past certain measures to control the pace of economic growth. These measures may causedecreased economic activity, which in turn could lead to a reduction in demand for our services and consequently have a materialadverse effect on our business, results of operations and financial condition.There are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations.

All of our operations are conducted in the PRC, and are governed by PRC laws, rules and regulations. Our PRC subsidiaries andconsolidated VIEs are subject to laws, rules and regulations applicable to foreign investment in China. The PRC legal system is a civillaw system based on written statutes. Unlike the common law system, prior court decisions may be cited for reference but have limitedprecedential value.

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Table of ContentsIn 1979, the PRC government began to promulgate a comprehensive system of laws, rules and regulations governing economic

matters in general. The overall effect of legislation over the past four decades has significantly enhanced the protections afforded tovarious forms of foreign investment in China. However, China has not developed a fully integrated legal system, and recently enactedlaws, rules and regulations may not sufficiently cover all aspects of economic activities in China or may be subject to significant degreesof interpretation by PRC regulatory agencies. In particular, because these laws, rules and regulations are relatively new, and because ofthe limited number of published decisions and the nonbinding nature of such decisions, and because the laws, rules and regulationsoften give the relevant regulator significant discretion in how to enforce them, the interpretation and enforcement of these laws, rulesand regulations involve uncertainties and can be inconsistent and unpredictable. In addition, the PRC legal system is based in part ongovernment policies and internal rules, some of which are not published on a timely basis or at all, and which may have a retroactiveeffect. As a result, we may not be aware of our violation of these policies and rules until after the occurrence of the violation.

Any administrative and court proceedings in China may be protracted, resulting in substantial costs and diversion of resources andmanagement attention. Since PRC administrative and court authorities have significant discretion in interpreting and implementingstatutory and contractual terms, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level oflegal protection we enjoy than in more developed legal systems. These uncertainties may impede our ability to enforce the contracts wehave entered into and could materially and adversely affect our business, results of operations and financial condition.The approval of the China Securities Regulatory Commission, or the CSRC, may be required in connection with this offering undera PRC regulation. The regulation also establishes more complex procedures for acquisitions conducted by foreign investors thatcould make it more difficult for us to grow through acquisitions.

On August 8, 2006, six PRC regulatory agencies, including the MOFCOM, the State-Owned Assets Supervision andAdministration Commission, or the SASAC, the State Administration of Taxation, the SAIC, the CSRC, and the State Administration ofForeign Exchange, or the SAFE, jointly adopted the Regulations on Mergers and Acquisitions of Domestic Enterprises by ForeignInvestors, or the M&A Rules, which came into effect on September 8, 2006 and were amended on June 22, 2009. The M&A Rulesinclude, among other things, provisions that purport to require that an offshore special purpose vehicle that is controlled by PRCdomestic companies or individuals and that has been formed for the purpose of an overseas listing of securities through acquisitions ofPRC domestic companies or assets to obtain the approval of the CSRC prior to the listing and trading of such special purpose vehicle'ssecurities on an overseas stock exchange. On September 21, 2006, the CSRC published on its official website procedures regarding itsapproval of overseas listings by special purpose vehicles. However, substantial uncertainty remains regarding the scope andapplicability of the M&A Rules to offshore special purpose vehicles.

While the application of the M&A Rules remains unclear, we believe, based on the advice of our PRC legal counsel, Haiwen &Partners, that the CSRC approval is not required in the context of this offering because (i) our wholly-owned PRC subsidiaries wereincorporated as foreign-invested enterprises by means of foreign direct investments rather than by merger with or acquisition of anyPRC domestic companies as defined under the M&A Rules and (ii) there is no statutory provision that clearly classifies the contractualarrangement among our Xiaofangjian (Shanghai) Information Technology Co., Ltd., or Xiaofangjian and our consolidated VIEs andtheir shareholders as transactions regulated by the M&A Rules. There can be no assurance that the relevant PRC government agencies,including the CSRC, would reach the same conclusion as our PRC legal counsel. If the CSRC or other PRC regulatory bodysubsequently determines that we need to obtain the CSRC's approval for this

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Table of Contentsoffering or if the CSRC or any other PRC government authorities promulgates any interpretation or implements rules before our listingthat would require us to obtain CSRC or other governmental approvals for this offering, we may face adverse actions or sanctions by theCSRC or other PRC regulatory agencies. In any such event, these regulatory agencies may impose fines and penalties on our operationsin China, limit our operating privileges in China, delay or restrict the repatriation of the proceeds from this offering into the PRC or takeother actions that could have a material adverse effect on our business, results of operations, financial condition as well as our ability tocomplete this offering. The CSRC or other PRC regulatory agencies may also take actions requiring us, or making it advisable for us, tohalt this offering before settlement and delivery of the ADSs offered by this prospectus. Consequently, if you engage in market tradingor other activities in anticipation of and prior to settlement and delivery, you do so at the risk that such settlement and delivery may notoccur. In addition, if the CSRC or other regulatory agencies later promulgate new rules or explanations requiring us to obtain theirapprovals for this offering, we may be unable to obtain waivers of such approval requirements. Any uncertainties and/or negativepublicity regarding such approval requirements could have a material adverse effect on the trading price of our ADSs.

These regulations also established additional procedures and requirements that are expected to make merger and acquisitionactivities in China by foreign investors more time-consuming and complex. For example, the M&A rules require that the MOFCOM benotified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise if (i) anyimportant industry is concerned, (ii) such transaction involves factors that have or may have impact on the national economic security,or (iii) such transaction will lead to a change in control of a domestic enterprise which holds a famous trademark or PRC time-honoredbrand. The approval from the MOFCOM shall be obtained in circumstances where overseas companies established or controlled byPRC enterprises or residents acquire affiliated domestic companies. Mergers, acquisitions or contractual arrangements that allow onemarket player to take control of or to exert decisive impact on another market player must also be notified in advance to the MOFCOMwhen the threshold under the Provisions on Thresholds for Prior Notification of Concentrations of Undertakings, or the PriorNotification Rules, issued by the State Council in August 2008 is triggered. In addition, the security review rules issued by theMOFCOM that became effective in September 2011 specify that mergers and acquisitions by foreign investors that raise "nationaldefense and security" concerns and mergers and acquisitions through which foreign investors may acquire de facto control overdomestic enterprises that raise "national security" concerns are subject to strict review by the MOFCOM, and the rules prohibit anyactivities attempting to bypass a security review, including by structuring the transaction through a proxy or contractual controlarrangement. We may grow our business in part by acquiring other companies operating in our industry. Complying with therequirements of the new regulations to complete such transactions could be time-consuming, and any required approval processes,including approval from the MOFCOM, may delay or inhibit our ability to complete such transactions, which could affect our ability toexpand our business or maintain our market share. See "Regulations�M&A Rules and Overseas Listings."PRC regulations relating to investments in offshore companies by PRC residents may subject our PRC-resident beneficial owners orour PRC subsidiaries to liability or penalties, limit our ability to inject capital into our PRC subsidiaries or limit our PRCsubsidiaries' ability to increase their registered capital or distribute profits.

The SAFE promulgated the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents' OffshoreInvestment and Financing and Roundtrip Investment through Special Purpose Vehicles, or SAFE Circular 37, on July 4, 2014, whichreplaced the former circular commonly known as "SAFE Circular 75" promulgated by the SAFE on October 21, 2005. SAFE Circular37 requires PRC residents to register with local branches of the SAFE in connection with their direct establishment or indirect control ofan offshore entity, for the purpose of overseas investment and

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Table of Contentsfinancing, with such PRC residents' legally owned assets or equity interests in domestic enterprises or offshore assets or interests,referred to in SAFE Circular 37 as a "special purpose vehicle." Pursuant to SAFE Circular 37, "control" refers to the act through whicha PRC resident obtains the right to carry out business operation of, to gain proceeds from or to make decisions on a special purposevehicle by means of, among others, shareholding entrustment arrangement. SAFE Circular 37 further requires amendment to theregistration in the event of any significant changes with respect to the special purpose vehicle, such as increase or decrease of capitalcontributed by PRC individuals, share transfer or exchange, merger, division or other material event. According to the Notice on FurtherSimplifying and Improving Policies for the Foreign Exchange Administration of Direct Investment released on February 13, 2015 bythe SAFE, local banks will examine and handle foreign exchange registration for overseas direct investment, including the initialforeign exchange registration and amendment registration, under SAFE Circular 37 from June 1, 2015.

If our shareholders who are PRC residents or entities do not complete their registration with the local SAFE, NDRC or MOCbranches, our PRC subsidiaries may be prohibited from distributing their profits and proceeds from any reduction in capital, sharetransfer or liquidation to us, and we may be restricted in our ability to contribute additional capital to our PRC subsidiaries. In addition,our shareholders may be required to suspend or stop the investment and complete the registration within a specified time, and may bewarned or prosecuted for criminal liability if a crime is constituted. Moreover, failure to comply with the SAFE registration describedabove could result in liability under PRC laws for evasion of applicable foreign exchange restrictions.

We have notified all PRC residents or entities who directly or indirectly hold shares in our Cayman Islands holding company andwho are known to us as being PRC residents or entities to complete the foreign exchange registrations or outbound investment filings.Nevertheless, we may not be aware of the identities of all of our beneficial owners who are PRC residents or entities. We do not havecontrol over our beneficial owners and there can be no assurance that all of our PRC-resident or PRC-entities beneficial owners willcomply with SAFE registration or outbound investment filings requirements, and there is no assurance that the registration under SAFE,NDRC or MOC regulations will be completed in a timely manner, or will be completed at all. The failure of our beneficial owners whoare PRC residents or entities to register or amend their foreign exchange registrations or outbound investment filings in a timely manner,or the failure of future beneficial owners of our company who are PRC residents or entities to comply with the registration proceduresset forth in SAFE, NDRC or MOC regulations, may subject such beneficial owners or our PRC subsidiaries to fines and legal sanctions.Failure to register or comply with relevant requirements may also limit our ability to contribute additional capital to our PRCsubsidiaries and limit our PRC subsidiaries' ability to distribute dividends to our company. These risks may have a material adverseeffect on our business, results of operations and financial condition.Any failure to comply with PRC regulations regarding our employee share incentive plans may subject the PRC plan participants orus to fines and other legal or administrative sanctions.

Pursuant to SAFE Circular 37, PRC residents who participate in share incentive plans in overseas non-publicly-listed companiesdue to their position as director, senior management or employees of the PRC subsidiaries of the overseas companies may submitapplications to SAFE or its local branches for the foreign exchange registration with respect to offshore special purpose companies. Ourdirectors, executive officers and other employees who are PRC residents and who have been granted options may follow SAFE Circular37 to apply for the foreign exchange registration before our company becomes an overseas listed company. After our company becomesan overseas listed company upon completion of this offering, we and our directors, executive officers and other employees who are PRCresidents and who have been granted options will be subject to the Notice on Issues Concerning the Foreign Exchange Administrationfor Domestic Individuals Participating in Stock Incentive Plan of Overseas

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Table of ContentsPublicly Listed Company, issued by SAFE in February 2012, according to which, employees, directors, supervisors and othermanagement members participating in any stock incentive plan of an overseas publicly listed company who are PRC residents arerequired to register with SAFE through a domestic qualified agent, which could be a PRC subsidiary of such overseas listed company,and complete certain other procedures. We will make efforts to comply with these requirements upon completion of our initial publicoffering. However, there can be no assurance that they can successfully register with SAFE in full compliance with the rules. Failure tocomplete the SAFE registrations may subject them to fines and legal sanctions and may also limit the ability to make payment under ourshare incentive plan or receive dividends or sales proceeds related thereto, or our ability to contribute additional capital into our wholly-foreign owned enterprise in China and limit our wholly-foreign owned enterprise's ability to distribute dividends to us. We also faceregulatory uncertainties that could restrict our ability to adopt additional share incentive plan for our directors and employees underPRC law.

The State Administration of Taxation has issued certain circulars concerning employee share options and restricted shares. Underthese circulars, our employees working in China who exercise share options or are granted restricted shares will be subject to PRCindividual income tax. Our PRC subsidiaries have obligations to file documents related to employee share options or restricted shareswith relevant tax authorities and to withhold individual income taxes of those employees who exercise their share options. If ouremployees fail to pay or we fail to withhold their income taxes according to relevant laws and regulations, we may face sanctionsimposed by the tax authorities or other PRC governmental authorities.We rely to a significant extent on dividends and other distributions on equity paid by our principal operating subsidiaries to fundoffshore cash and financing requirements. Any limitation on the ability of our PRC operating subsidiaries to make payments to uscould have a material adverse effect on our ability to conduct our business.

We are a holding company and rely to a significant extent on dividends and other distributions on equity paid by our PRCsubsidiaries and on remittances from the consolidated VIEs, for our offshore cash and financing requirements, including the fundsnecessary to pay dividends and other cash distributions to our shareholders, fund inter-company loans, service any debt we may incuroutside of China and pay our expenses. When our PRC subsidiaries or the consolidated VIEs incur additional debt, the instrumentsgoverning the debt may restrict their ability to pay dividends or make other distributions or remittances to us. Furthermore, the laws,rules and regulations applicable to our PRC subsidiaries and certain other subsidiaries permit payments of dividends only out of theirretained earnings, if any, determined in accordance with applicable accounting standards and regulations.

Under PRC laws, rules and regulations, each of our subsidiaries and our consolidated VIEs incorporated in China is required to setaside at least 10% of its net income each year to fund certain statutory reserves until the cumulative amount of such reserves reaches50% of its registered capital. These reserves, together with the registered capital, are not distributable as cash dividends. As a result ofthese laws, rules and regulations, our subsidiaries and consolidated VIEs incorporated in China are restricted in their ability to transfer aportion of their respective net assets to their shareholders as dividends, loans or advances. In addition, registered share capital andcapital reserve accounts are also restricted from withdrawal in the PRC, up to the amount of net assets held in each operating subsidiary.

Limitations on the ability of our consolidated VIEs to make remittance to the wholly-foreign owned enterprise and on the ability ofour PRC subsidiaries to pay dividends to us could limit our ability to access cash generated by the operations of those entities, includingto make investments or acquisitions that could be beneficial to our businesses, pay dividends to our shareholders or otherwise fund andconduct our business.

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Table of ContentsWe may be treated as a resident enterprise for PRC tax purposes under the PRC Enterprise Income Tax Law, and we may thereforebe subject to PRC income tax on our global income.

Under the PRC Enterprise Income Tax Law and its implementing rules, enterprises established under the laws of jurisdictionsoutside of China with "de facto management bodies" located in China may be considered PRC tax resident enterprises for tax purposesand may be subject to the PRC enterprise income tax at the rate of 25% on their global income. "De facto management body" refers to amanaging body that exercises substantive and overall management and control over the production and business, personnel, accountingbooks and assets of an enterprise. The State Administration of Taxation issued the Notice Regarding the Determination of Chinese-Controlled Offshore-Incorporated Enterprises as PRC Tax Resident Enterprises on the Basis of De Facto Management Bodies, orCircular 82, on April 22, 2009. Circular 82 provides certain specific criteria for determining whether the "de facto management body" ofa Chinese-controlled offshore-incorporated enterprise is located in China. Although Circular 82 only applies to offshore enterprisescontrolled by PRC enterprises, not those controlled by foreign enterprises or individuals, the determining criteria set forth in Circular 82may reflect the State Administration of Taxation's general position on how the "de facto management body" test should be applied indetermining the tax resident status of offshore enterprises, regardless of whether they are controlled by PRC enterprises. If we were tobe considered a PRC resident enterprise, we would be subject to PRC enterprise income tax at the rate of 25% on our global income. Insuch case, our profitability and cash flow may be materially reduced as a result of our global income being taxed under the EnterpriseIncome Tax Law. We believe that none of our entities outside of China is a PRC resident enterprise for PRC tax purposes. However, thetax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to theinterpretation of the term "de facto management body."Dividends payable to our foreign investors and gains on the sale of our ADSs or ordinary shares by our foreign investors maybecome subject to PRC tax.

Under the Enterprise Income Tax Law and its implementation regulations issued by the State Council, a 10% PRC withholding taxis applicable to dividends payable to investors that are non-resident enterprises, which do not have an establishment or place of businessin the PRC or which have such establishment or place of business but the dividends are not effectively connected with suchestablishment or place of business, to the extent such dividends are derived from sources within the PRC. Similarly, any gain realized onthe transfer of ADSs or ordinary shares by such investors is also subject to PRC tax at a current rate of 10%, subject to any reduction orexemption set forth in applicable tax treaties or under applicable tax arrangements between jurisdictions, if such gain is regarded asincome derived from sources within the PRC. If we are deemed a PRC resident enterprise, dividends paid on our ordinary shares orADSs, and any gain realized from the transfer of our ordinary shares or ADSs, would be treated as income derived from sources withinthe PRC and would as a result be subject to PRC taxation. Furthermore, if we are deemed a PRC resident enterprise, dividends payableto individual investors who are non-PRC residents and any gain realized on the transfer of ADSs or ordinary shares by such investorsmay be subject to PRC tax at a current rate of 20%, subject to any reduction or exemption set forth in applicable tax treaties or underapplicable tax arrangements between jurisdictions. If we or any of our subsidiaries established outside China are considered a PRCresident enterprise, it is unclear whether holders of our ADSs or ordinary shares would be able to claim the benefit of income taxtreaties or agreements entered into between China and other countries or areas. If dividends payable to our non-PRC investors, or gainsfrom the transfer of our ADSs or ordinary shares by such investors, are deemed as income derived from sources within the PRC andthus are subject to PRC tax, the value of your investment in our ADSs or ordinary shares may decline significantly.

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Table of ContentsWe and our shareholders face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises or otherassets attributed to a Chinese establishment of a non-Chinese company, or immovable properties located in China owned by non-Chinese companies.

On February 3, 2015, the State Administration of Taxation issued the Bulletin on Issues of Enterprise Income Tax on IndirectTransfers of Assets by Non-PRC Resident Enterprises, or Bulletin 7, which partially replaced and supplemented previous rules underthe Notice on Strengthening Administration of Enterprise Income Tax for Share Transfers by Non-PRC Resident Enterprises, or SATCircular 698, issued by the State Administration of Taxation, on December 10, 2009. Pursuant to this Bulletin 7, an "indirect transfer" ofassets, including equity interests in a PRC resident enterprise, by non-PRC resident enterprises may be re-characterized and treated as adirect transfer of PRC taxable assets, if such arrangement does not have a reasonable commercial purpose and was established for thepurpose of avoiding payment of PRC enterprise income tax. As a result, gains derived from such indirect transfer may be subject toPRC enterprise income tax. According to Bulletin 7, "PRC taxable assets" include assets attributed to an establishment in China,immovable properties located in China, and equity investments in PRC resident enterprises, in respect of which gains from their transferby a direct holder, being a non-PRC resident enterprise, would be subject to PRC enterprise income taxes. When determining whetherthere is a "reasonable commercial purpose" of the transaction arrangement, features to be taken into consideration include: whether themain value of the equity interest of the relevant offshore enterprise derives from PRC taxable assets; whether the assets of the relevantoffshore enterprise mainly consists of direct or indirect investment in China or if its income mainly derives from China; whether theoffshore enterprise and its subsidiaries directly or indirectly holding PRC taxable assets have real commercial nature which is evidencedby their actual function and risk exposure; the duration of existence of the business model and organizational structure; the replicabilityof the transaction by direct transfer of PRC taxable assets; and the tax situation of such indirect transfer and applicable tax treaties orsimilar arrangements. In respect of an indirect offshore transfer of assets of a PRC establishment, the resulting gain is to be includedwith the enterprise income tax filing of the PRC establishment or place of business being transferred, and would consequently be subjectto PRC enterprise income tax at a rate of 25%. Where the underlying transfer relates to the immovable properties located in China or toequity investments in a PRC resident enterprise, which is not related to a PRC establishment or place of business of a non-residententerprise, a PRC enterprise income tax of 10% would apply, subject to available preferential tax treatment under applicable tax treatiesor similar arrangements, and the party who is obligated to make the transfer payments has the withholding obligation. Where the payorfails to withhold any or sufficient tax, the transferor is required to declare and pay such tax to the tax authority by itself within thestatutory time limit. Late payment of applicable tax will subject the transferor to default interest. Bulletin 7 does not apply to incomederived by a non-resident enterprise from indirect transfer of taxable assets in PRC through buying and selling the equity securities ofthe same listed overseas enterprise on the open market. On October 17, 2017, the State Administration of Taxation promulgated theAnnouncement of the State Administration of Taxation on Issues Concerning the Withholding of Non-resident Enterprise Income Tax atSource ("SAT Circular 37"), which became effective on December 1, 2017, and SAT Circular 698 then was repealed with effect fromDecember 1, 2017. SAT Circular 37, among other things, simplified procedures of withholding and payment of income tax levied onnon-resident enterprises.

We face uncertainties as to the reporting and other implications of certain past and future transactions where PRC taxable assets areinvolved, such as offshore restructuring, sale of the shares in our offshore subsidiaries or investments. Our company may be subject tofiling obligations or taxed if our company is transferor in such transactions, and may be subject to withholding obligations if ourcompany is transferee in such transactions under Bulletin 7 and SAT Circular 37. For transfer of shares in our company by investors thatare non-PRC resident enterprises, our PRC subsidiaries may be requested to assist in the filing under Bulletin 7 and SAT Circular 37. Asa result, we may be required

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Table of Contentsto expend valuable resources to comply with Bulletin 7 and SAT Circular 37 or to request the relevant transferors from whom wepurchase taxable assets to comply with these circulars, or to establish that our company should not be taxed under these circulars, whichmay have a material adverse effect on our results of operations and financial condition.We are subject to restrictions on currency exchange.

All of our revenues is denominated in Renminbi. The Renminbi is currently convertible under the "current account," whichincludes dividends, trade and service-related foreign exchange transactions, but not under the "capital account," which includes foreigndirect investment and loans, including loans we may secure from our onshore subsidiaries or consolidated VIEs. Currently, certain ofour PRC subsidiaries may purchase foreign currency for settlement of "current account transactions," including payment of dividends tous, without the approval of the SAFE by complying with certain procedural requirements. However, the relevant PRC governmentalauthorities may limit or eliminate our ability to purchase foreign currencies in the future for current account transactions. Foreignexchange transactions under the capital account remain subject to limitations and require approvals from, or registration with, the SAFEand other relevant PRC governmental authorities. Since a significant amount of our future revenues and cash flow will be denominatedin Renminbi, any existing and future restrictions on currency exchange may limit our ability to utilize cash generated in Renminbi tofund our business activities outside of the PRC or pay dividends in foreign currencies to our shareholders, including holders of ourADSs, and may limit our ability to obtain foreign currency through debt or equity financing for our onshore subsidiaries andconsolidated VIEs.PRC regulation of loans to, and direct investment in, PRC entities by offshore holding companies and governmental control ofcurrency conversion may restrict or prevent us from using the proceeds of this offering to make loans to our PRC subsidiaries andour consolidated VIEs, or to make additional capital contributions to our PRC subsidiaries.

In utilizing the proceeds of this offering, we, as an offshore holding company, are permitted under PRC laws and regulations toprovide funding to our PRC subsidiaries, which is treated as a foreign-invested enterprise under PRC laws, through loans or capitalcontributions. However, loans by us to our PRC subsidiaries to finance its activities cannot exceed statutory limits and must beregistered with the local counterpart of SAFE and capital contributions to our PRC subsidiaries are subject to the requirement of makingnecessary filings in the Foreign Investment Comprehensive Management Information System, and registration with other governmentalauthorities in China.

SAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming the Administration of ForeignExchange Settlement of Capital of Foreign-invested Enterprises, or Circular 19, effective on June 1, 2015, in replacement of theCircular on the Relevant Operating Issues Concerning the Improvement of the Administration of the Payment and Settlement of ForeignCurrency Capital of Foreign-Invested Enterprises, or SAFE Circular 142, the Notice from the State Administration of Foreign Exchangeon Relevant Issues Concerning Strengthening the Administration of Foreign Exchange Businesses, or Circular 59, and the Circular onFurther Clarification and Regulation of the Issues Concerning the Administration of Certain Capital Account Foreign ExchangeBusinesses, or Circular 45. According to Circular 19, the flow and use of the Renminbi capital converted from foreign currency-denominated registered capital of a foreign-invested company is regulated such that Renminbi capital may not be used for the issuanceof Renminbi entrusted loans, the repayment of inter-enterprise loans or the repayment of banks loans that have been transferred to athird party. Although Circular 19 allows Renminbi capital converted from foreign currency-denominated registered capital of a foreign-invested enterprise to be used for equity investments within the PRC, it also reiterates the principle that Renminbi converted from theforeign currency-denominated capital of a foreign-invested company may not be directly or indirectly used for purposes

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Table of Contentsbeyond its business scope. Thus, it is unclear whether SAFE will permit such capital to be used for equity investments in the PRC inactual practice. SAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming and Standardizing theForeign Exchange Settlement Management Policy of Capital Account, or Circular 16, effective on June 9, 2016, which reiterates someof the rules set forth in Circular 19, but changes the prohibition against using Renminbi capital converted from foreign currency-denominated registered capital of a foreign-invested company to issue Renminbi entrusted loans to a prohibition against using suchcapital to issue loans to non-associated enterprises. Violations of SAFE Circular 19 and Circular 16 could result in administrativepenalties. Circular 19 and Circular 16 may significantly limit our ability to transfer any foreign currency we hold, including the netproceeds from this offering, to our PRC subsidiaries, which may adversely affect our liquidity and our ability to fund and expand ourbusiness in the PRC.

Due to the restrictions imposed on loans in foreign currencies extended to any PRC domestic companies, we are not likely to makesuch loans to our consolidated VIEs and their subsidiaries, each a PRC domestic company. Meanwhile, we are not likely to finance theactivities of our consolidated VIEs and their subsidiaries by means of capital contributions given the restrictions on foreign investmentin the businesses that are currently conducted by our consolidated VIEs and their subsidiaries.

In light of the various requirements imposed by PRC regulations on loans to, and direct investment in, PRC entities by offshoreholding companies, we cannot assure you that we will be able to complete the necessary government registrations or obtain thenecessary government approvals on a timely basis, if at all, with respect to future loans to our PRC subsidiaries or any consolidatedVIEs or future capital contributions by us to our PRC subsidiaries. As a result, uncertainties exist as to our ability to provide promptfinancial support to our PRC subsidiaries or consolidated VIEs and their subsidiaries when needed. If we fail to complete suchregistrations or obtain such approvals, our ability to use foreign currency, including the proceeds we received from this offering, and tocapitalize or otherwise fund our PRC operations may be negatively affected, which could materially and adversely affect our liquidityand our ability to fund and expand our business.If the custodians or authorized user of our controlling non-tangible assets, including chops and seals, fail to fulfill theirresponsibilities, or misappropriate or misuse these assets, our business and operations may be materially and adversely affected.

Under PRC law, legal documents for corporate transactions, including agreements and contracts that our business relies on, areexecuted using the chop or seal of the signing entity or with the signature of a legal representative whose designation is registered andfiled with the relevant PRC industry and commerce authorities.

In order to maintain the physical security of our chops, we generally have them stored in secured locations accessible only toauthorized employees. Although we monitor such authorized employees, the procedures may not be sufficient to prevent all instances ofabuse or negligence. There is a risk that our employees could abuse their authority, for example, by entering into a contract not approvedby us or seeking to gain control of one of our subsidiaries or affiliates. If any employee obtains, misuses or misappropriates our chopsand seals or other controlling intangible assets for whatever reason, we could experience disruption to our normal business operations.We may have to take corporate or legal action, which could involve significant time and resources to resolve and divert managementfrom our operations.

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Table of ContentsIt may be difficult to effect service of process upon us or our directors or executive officers who reside in China or to enforce againstthem in China any judgments obtained from non-PRC courts.

Our directors and executive officers reside within China, and most of our assets and the assets of those persons are located withinChina. It may not be possible for investors to effect service of process upon us or those persons inside China or to enforce against us orthem in China any judgments obtained from non-PRC courts. China does not have treaties providing for the reciprocal recognition andenforcement of judgments of courts in the United States, the United Kingdom, Japan or most other western countries. However,judgments rendered by Hong Kong courts may be recognized and enforced in China if the requirements set forth by the Arrangement onMutual Recognition and Enforcement of Judgments in Civil and Commercial Matters by Courts of Mainland and of the Hong KongSpecial Administrative Region Pursuant to Agreed Jurisdiction by Parties Concerned are met.

Therefore recognition and enforcement in China of judgments of a court in any of these jurisdictions other than Hong Kong inrelation to any matter not subject to binding arbitration provisions may be difficult or impossible.Fluctuations in exchange rate could result in foreign currency exchange losses and could materially reduce the value of yourinvestment.

The value of the Renminbi against the U.S. dollar and other currencies may fluctuate and is affected by, among other things,changes in political and economic conditions and the foreign exchange policy adopted by the PRC government. On July 21, 2005, thePRC government changed its policy of pegging the value of the Renminbi to the U.S. dollar. Following the removal of the U.S. dollarpeg, the Renminbi appreciated more than 20% against the U.S. dollar over the following three years. Between July 2008 and June 2010,this appreciation halted and the exchange rate between the Renminbi and the U.S. dollar remained within a narrow band. Since June2010, the Renminbi has fluctuated against the U.S. dollar, at times significantly and unpredictably. On November 30, 2015, theExecutive Board of the International Monetary Fund (IMF) completed the regular five-year review of the basket of currencies that makeup the Special Drawing Right, or the SDR, and decided that with effect from October 1, 2016, Renminbi is determined to be a freelyusable currency and will be included in the SDR basket as a fifth currency, along with the U.S. dollar, the Euro, the Japanese yen andthe British pound. In the fourth quarter of 2016, the Renminbi had depreciated significantly in the backdrop of a surging U.S. dollar andpersistent capital outflows of China. This depreciation halted in 2017, and the Renminbi appreciated approximately 7% against the U.S.dollar during this one-year period. Starting from the beginning of 2019, the Renminbi has depreciated significantly against the U.S.dollar again. In early August 2019, the PBOC set the Renminbi's daily reference rate at RMB7.0039 to US$1.00, the first time that theexchange rate of Renminbi to U.S. dollar exceeded 7.0 since 2008. With the development of the foreign exchange market and progresstowards interest rate liberalization and Renminbi internationalization, the PRC government may in the future announce further changesto the exchange rate system, and we cannot assure you that the Renminbi will not appreciate or depreciate significantly in value againstthe U.S. dollar in the future. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange ratebetween the Renminbi and the U.S. dollar in the future.

All of our revenues and all of our costs are denominated in Renminbi. We are a holding company and we rely on dividends paid byour operating subsidiaries in China for our cash needs. Any significant revaluation of Renminbi may materially and adversely affect ourresults of operations and financial position reported in Renminbi when translated into U.S. dollars, and the value of, and any dividendspayable on, the ADSs in U.S. dollars. To the extent that we need to convert U.S. dollars we receive from this offering into Renminbi forour operations, appreciation of the Renminbi against the U.S. dollar would have an adverse effect on the Renminbi amount we wouldreceive. Conversely, if we decide to convert our Renminbi into U.S. dollars for the purpose of making payments for dividends on ourordinary shares or ADSs or for other business purposes, appreciation of the U.S. dollar against the Renminbi would have a negativeeffect on the U.S. dollar amount.

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Table of ContentsThe audit report included in this prospectus is prepared by an auditor who is not inspected by the Public Company AccountingOversight Board and, as such, our investors are deprived of the benefits of such inspection.

Our independent registered public accounting firm that issues the audit report included in our prospectus filed with the U.S.Securities and Exchange Commission, as an auditor of companies that are traded publicly in the United States and a firm registered withthe Public Company Accounting Oversight Board, or the PCAOB, is required by the laws of the United States to undergo regularinspections by the PCAOB to assess its compliance with the laws of the United States and professional standards. Because our auditorsare located in China, a jurisdiction where the PCAOB is currently unable to conduct inspections without the approval of the PRCauthorities, our auditors are not currently inspected by the PCAOB. On December 7, 2018, the SEC and the PCAOB issued a jointstatement highlighting continued challenges faced by the U.S. regulators in their oversight of financial statement audits of U.S.-listedcompanies with significant operations in China. The joint statement reflects a heightened interest in an issue that has vexed U.S.regulators in recent years. However, it remains unclear what further actions the SEC and PCAOB will take to address the problem.

Inspections of other firms that the PCAOB has conducted outside of China have identified deficiencies in those firms' auditprocedures and quality control procedures, which may be addressed as part of the inspection process to improve future audit quality. Thelack of PCAOB inspections in China prevents the PCAOB from regularly evaluating our auditors' audits and its quality controlprocedures. As a result, investors may be deprived of the benefits of PCAOB inspections.

The inability of the PCAOB to conduct inspections of auditors in China makes it more difficult to evaluate the effectiveness of ourauditors' audit procedures or quality control procedures as compared to auditors outside of China that are subject to PCAOB inspections.Investors may lose confidence in our reported financial information and procedures and the quality of our financial statements.Proceedings instituted by the SEC against PRC affiliates of the "big four" accounting firms, including our independent registeredpublic accounting firm, could result in financial statements being determined to not be in compliance with the requirements of theExchange Act.

Starting in 2011, the PRC affiliates of the "big four" accounting firms, including our independent registered public accounting firm,were affected by a conflict between U.S. and PRC law. Specifically, for certain U.S.-listed companies operating and audited in mainlandChina, the SEC and the PCAOB sought to obtain from the PRC firms access to their audit work papers and related documents. Thefirms were, however, advised and directed that under PRC law, they could not respond directly to the U.S. regulators on those requests,and that requests by foreign regulators for access to such papers in China had to be channeled through China Securities RegulatoryCommission, or the CSRC.

In late 2012, this impasse led the SEC to commence administrative proceedings under Rule 102(e) of its Rules of Practice and alsounder the Sarbanes-Oxley Act of 2002 against the PRC accounting firms, including our independent registered public accounting firm.A first instance trial of the proceedings in July 2013 in the SEC's internal administrative court resulted in an adverse judgment againstthe firms. The administrative law judge proposed penalties on the firms including a temporary suspension of their right to practicebefore the SEC, although that proposed penalty did not take effect pending review by the Commissioners of the SEC. On February 6,2015, before a review by the Commissioner had taken place, the firms reached a settlement with the SEC. Under the settlement, theSEC accepted that future requests by the SEC for the production of documents will normally be made to the CSRC. The firms were toreceive matching Section 106 requests, and are required to abide by a detailed set of procedures with respect to such requests, which insubstance require them to facilitate production via the CSRC. If they failed to meet specified criteria, during a period of four yearsstarting from the settlement date, the SEC retained authority to impose a variety of additional remedial

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Table of Contentsmeasures on the firms depending on the nature of the failure. Under the terms of the settlement, the underlying proceeding against thefour PRC-based accounting firms was deemed dismissed with prejudice four years after entry of the settlement. The four-year markoccurred on February 6, 2019. It is uncertain whether the SEC will further challenge the four PRC-based accounting firms' compliancewith U.S. laws in connection with U.S. regulatory requests for audit work papers or if the results of such challenge would result in theSEC imposing penalties such as suspensions. If additional remedial measures are imposed on the Chinese affiliates of the "big four"accounting firms, including our independent registered public accounting firm, we could be unable to timely file future financialstatements in compliance with the requirements of the Exchange Act.

In the event the Chinese affiliates of the "big four" become subject to additional legal challenges by the SEC or PCAOB,depending upon the final outcome, listed companies in the United States with major PRC operations may find it difficult or impossibleto retain auditors in respect of their operations in China, which could result in financial statements being determined to not be incompliance with the requirements of the Exchange Act, including possible delisting. Moreover, any negative news about any such futureproceedings against these audit firms may cause investor uncertainty regarding China-based, U.S.-listed companies and the market priceof our common stock may be adversely affected.

If our independent registered public accounting firm was denied, even temporarily, the ability to practice before the SEC and wewere unable to timely find another registered public accounting firm to audit and issue an opinion on our financial statements, ourfinancial statements could be determined not to be in compliance with the requirements of the Exchange Act. Such a determinationcould ultimately lead to the delisting of our ADSs from the NYSE or deregistration from the SEC, or both, which would substantiallyreduce or effectively terminate the trading of our ADSs in the United States.Risks Relating to our ADSs and This OfferingThere has been no public market for our shares or ADSs prior to this offering, and you may not be able to resell our ADSs at orabove the price you paid, or at all.

Prior to this offering, there has been no public market for our shares or ADSs. We will apply to list our ADSs representing ourClass A ordinary shares on the NYSE. Our ordinary shares will not be listed on any exchange or quoted for trading on any over-the-counter trading system. If an active trading market for our ADSs does not develop after this offering, the market price and liquidity ofour ADSs will be materially and adversely affected.

Negotiations with the underwriters will determine the initial public offering price for our ADSs which may bear no relationship totheir market price after the initial public offering. There can be no assurance that an active trading market for our ADSs will develop orthat the market price of our ADSs will not decline below the initial public offering price.The trading price of our ADSs may be volatile, which could result in substantial losses to you.

The trading prices of our ADSs are likely to be volatile and could fluctuate widely due to factors beyond our control. This mayhappen because of broad market and industry factors, like the performance and fluctuation in the market prices or the underperformanceor deteriorating financial results of other listed companies based in China. The securities of some of these companies have experiencedsignificant volatility since their initial public offerings, including, in some cases, substantial price declines in the trading prices of theirsecurities. The trading performances of other Chinese companies' securities after their offerings, including technology companies andresidential rental companies, may affect the attitudes of investors toward Chinese companies listed in the U.S., which consequently mayimpact the trading performance of our ADSs, regardless of our actual operating performance. In addition, any negative news orperceptions about inadequate corporate governance

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Table of Contentspractices or fraudulent accounting, corporate structure or matters of other Chinese companies may also negatively affect the attitudes ofinvestors towards Chinese companies in general, including us, regardless of whether we have conducted any inappropriate activities.Furthermore, securities markets may from time to time experience significant price and volume fluctuations that are not related to ouroperating performance, such as the large decline in share prices in the U.S., China and other jurisdictions in late 2008, early 2009, thesecond half of 2011, in 2015 and late 2018, which may have a material and adverse effect on the trading price of our ADSs.

In addition to the above factors, the price and trading volume of our ADSs may be highly volatile due to multiple factors, includingthe following:

�� actual or anticipated fluctuations in our quarterly results of operations and changes or revisions of our expected results;

�� regulatory developments affecting us or our industry;

�� announcements of studies and reports relating to the quality of our product and service offerings or those of ourcompetitors;

�� changes in the economic performance or market valuations of other co-living platforms or residential rental companies;

�� changes in financial estimates by securities research analysts;

�� conditions in the residential rental market in China;

�� announcements by us or our competitors of new product and service offerings, acquisitions, strategic relationships, jointventures, capital raisings or capital commitments;

�� additions to or departures of our senior management;

�� fluctuations of exchange rate between the Renminbi and the U.S. dollar;

�� release or expiry of lock-up or other transfer restrictions on our outstanding shares or ADSs; and

�� sales or perceived potential sales of additional ordinary shares or ADSs.

Substantial future sales or perceived potential sales of our ADSs in the public market could cause the price of our ADSs to decline.Sales of our ADSs in the public market after this offering, or the perception that these sales could occur, could cause the market

price of our ADSs to decline significantly. Upon completion of this offering, we will have ordinary shares outstanding,including Class A ordinary shares represented by ADSs newly issued in connection with this offering, assuming theunderwriters do not exercise their option to purchase additional ADSs. All ADSs representing our Class A ordinary shares sold in thisoffering will be freely transferable by persons other than our "affiliates" without restriction or additional registration under the U.S.



Securities Act of 1933, as amended, or the Securities Act. All of the other ordinary shares outstanding after this offering will beavailable for sale, upon the expiration of the lock-up periods described elsewhere in this prospectus beginning from the date of thisprospectus (if applicable to such holder), subject to volume and other restrictions as applicable under Rule 144 and Rule 701 under theSecurities Act. Any or all of these ordinary shares may be released prior to the expiration of the applicable lock-up period at thediscretion of the designated representatives. To the extent shares are released before the expiration of the applicable lock-up period andsold into the market, the market price of our ADSs could decline significantly. See "Shares Eligible for Future Sale�Lock-upAgreements."

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Table of ContentsCertain major holders of our ordinary shares after completion of this offering will have the right to cause us to register under the

Securities Act the sale of their shares, subject to the applicable lock-up periods in connection with this offering. Registration of theseshares under the Securities Act would result in ADSs representing these shares becoming freely tradable without restriction under theSecurities Act immediately upon the effectiveness of the registration. Sales of these registered shares in the form of ADSs in the publicmarket could cause the price of our ADSs to decline significantly.If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, themarket price for our ADSs and trading volume could decline.

The trading market for our ADSs will depend in part on the research and reports that securities or industry analysts publish aboutus or our business. If research analysts do not establish and maintain adequate research coverage or if one or more of the analysts whocovers us downgrades our ADSs or publishes inaccurate or unfavorable research about our business, the market price for our ADSswould likely decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we couldlose visibility in the financial markets, which, in turn, could cause the market price or trading volume for our ADSs to decline.As our initial public offering price is substantially higher than our net tangible book value per share, you will experience immediateand substantial dilution.

If you purchase ADSs in this offering, you will pay more for your ADSs than the amount paid by our existing shareholders for theirordinary shares on a per ADS basis. As a result, you will experience immediate and substantial dilution of approximatelyUS$ per ADS (assuming no exercise of outstanding options to acquire ordinary shares and no exercise of the underwriters' optionto purchase additional ADSs), representing the difference between our pro forma net tangible book value per ADS of US$ , as of

, 2019, after giving effect to this offering. In addition, you will experience further dilution to the extent that our ordinaryshares are issued upon the vesting of restrictive shares or exercise of share options under our then equity incentive plans. All of theordinary shares issuable under our then equity incentive plans will be issued at a purchase price on a per ADS basis that is less than thepublic offering price per ADS in this offering. See "Dilution" for a more complete description of how the value of your investment inour ADSs will be diluted upon completion of this offering.Because we do not expect to pay cash dividends in the foreseeable future after this offering, you may not receive any return on yourinvestment unless you sell your ordinary shares or ADSs for a price greater than that which you paid for them.

We currently intend to retain most, if not all, of our available funds and any future earnings after this offering to fund thedevelopment and growth of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future. See"Dividend Policy." Therefore, you should not rely on an investment in our ADSs as a source for any future dividend income.

Our board of directors has complete discretion as to whether to distribute dividends. Even if our board of directors decides todeclare and pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our futureresults of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from oursubsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors. Accordingly,the return on your investment in our ADSs will likely depend entirely upon any future price appreciation of our ADSs. There is noguarantee that our ADSs will appreciate in value after this offering or even maintain the price at which you purchased the ADSs. Youmay not realize a return on your investment in our ADSs and you may even lose your entire investment in our ADSs.

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Table of ContentsThe voting rights of holders of ADSs are limited by the terms of the deposit agreement, and you may not be able to exercise yourright to direct how the Class A ordinary shares which are represented by your ADSs are voted.

Holders of ADSs do not have the same rights as our registered shareholders. As a holder of the ADSs, you will not have any directright to attend general meetings of our shareholders or to cast any votes at such meetings. You will only be able to exercise the votingrights which are carried by the Class A ordinary shares represented by your ADSs indirectly by giving voting instructions to thedepositary in accordance with the provisions of the deposit agreement. Under the deposit agreement, you may vote only by givingvoting instructions to the depositary. If we instruct the depositary to ask for your instructions, then upon receipt of your votinginstructions, the depositary will try, as far as is practicable, to vote the underlying Class A ordinary shares which are represented by yourADSs in accordance with your instructions. If we do not instruct the depositary to ask for your instructions, the depositary may still votein accordance with instructions you give, but it is not required to do so. You will not be able to directly exercise your right to vote withrespect to the underlying Class A ordinary shares represented by your ADSs unless you withdraw the shares and become the registeredholder of such shares prior to the record date for the general meeting. Under our post-offering memorandum and articles of associationthat will become effective immediately prior to completion of this offering, the minimum notice period required to be given by ourcompany to our registered shareholders to convene a general meeting will be ten days. When a general meeting is convened, you maynot receive sufficient advance notice of the meeting to withdraw the Class A ordinary shares underlying your ADSs and become theregistered holder of such shares to allow you to attend the general meeting and to vote directly with respect to any specific matter orresolution to be considered and voted upon at the general meeting. In addition, under our post-offering memorandum and articles ofassociation that will become effective prior to the completion of this offering, for the purposes of determining those shareholders whoare entitled to attend and vote at any general meeting, our directors may close our register of members and/or fix in advance a recorddate for such meeting, and such closure of our register of members or the setting of such a record date may prevent you fromwithdrawing the Class A ordinary shares underlying your ADSs and becoming the registered holder of such shares prior to the recorddate, so that you would not be able to attend the general meeting or to vote directly. If we ask for your instructions, the depositary willnotify you of the upcoming vote and will arrange to deliver our voting materials to you. We have agreed to give the depositary at least10 days' prior notice of shareholder meetings. Nevertheless, we cannot assure you that you will receive the voting materials in time toensure that you can instruct the depositary to vote the underlying Class A ordinary shares represented by your ADSs. In addition, thedepositary and its agents are not responsible for failing to carry out voting instructions or for their manner of carrying out your votinginstructions. This means that you may not be able to exercise your right to direct how the Class A ordinary shares underlying yourADSs are voted and you may have no legal remedy if the Class A ordinary shares underlying your ADSs are not voted as you requested.Your rights to pursue claims against the depositary as a holder of ADSs are limited by the terms of the deposit agreement and thedeposit agreement may be amended or terminated without your consent.

Under the deposit agreement, any action or proceeding against or involving the depositary, arising out of or based upon the depositagreement or the transactions contemplated thereby or by virtue of owning the ADSs, which may include claims arising under the U.S.federal securities laws, may only be instituted in a state or federal court in New York, New York, and you, as a holder of our ADSs, willhave irrevocably waived any objection which you may have to the laying of venue of any such proceeding, and irrevocably submitted tothe exclusive jurisdiction of such courts in any such action or proceeding. However, there is uncertainty as to whether a court wouldenforce such forum selection provision. No condition, stipulation or provision of the deposit agreement or ADSs serves as a waiver byany holder or beneficial owner of ADSs or by us or the depositary of compliance with the U.S.

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Table of Contentsfederal securities laws and the rules and regulations promulgated thereunder. Also, we may amend or terminate the deposit agreementwithout your consent. If you continue to hold your ADSs after an amendment to the deposit agreement, you agree to be bound by thedeposit agreement as amended. See "Description of American Depositary Shares" for more information.Your right to participate in any future rights offerings may be limited, which may cause dilution to your holdings.

We may from time to time distribute rights to our shareholders, including rights to acquire our securities. However, we cannotmake rights available to you in the U.S. unless we register both the rights and the securities to which the rights relate under theSecurities Act or an exemption from the registration requirements is available. Under the deposit agreement, the depositary will notmake rights available to you unless both the rights and the underlying securities to be distributed to ADS holders are either registeredunder the Securities Act or exempt from registration under the Securities Act. We are under no obligation to file a registration statementwith respect to any such rights or securities or to endeavor to cause such a registration statement to be declared effective and we may notbe able to establish a necessary exemption from registration under the Securities Act. Accordingly, you may be unable to participate inour rights offerings in the future and may experience dilution in your holdings.You may not receive cash dividends if the depositary decides it is impractical to make them available to you.

The depositary will pay cash dividends on the ADSs only to the extent that we decide to distribute dividends on our Class Aordinary shares or other deposited securities, and we do not have any present plan to pay any cash dividends in the foreseeable future.See "Dividend Policy." To the extent that there is a distribution, the depositary of our ADSs has agreed to pay to you the cash dividendsor other distributions it or the custodian receives on our Class A ordinary shares or other deposited securities after deducting its fees andexpenses. You will receive these distributions in proportion to the number of ordinary shares your ADSs represent. However, thedepositary may, at its discretion, decide that it is inequitable or impractical to make a distribution available to any holders of ADSs. Forexample, the depositary may determine that it is not practicable to distribute certain property through the mail, or that the value ofcertain distributions may be less than the cost of mailing them. In these cases, the depositary may decide not to distribute such propertyto you.We will incur increased costs and become subject to additional regulations and requirements as a result of becoming a publiccompany, which could lower our profits or make it more difficult to run our business.

Upon completion of this offering, we will become a public company and expect to incur significant legal, accounting and otherexpenses that we did not incur as a private company. The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented bythe SEC and NYSE, impose various requirements on the corporate governance practices of public companies.

We expect these rules and regulations to increase our legal and financial compliance costs and to make some corporate activitiesmore time-consuming and costly. In addition, once we are no longer an "emerging growth company," we expect to incur significantexpenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and the other rules and regulations of the SEC. For example, as a result of becoming a public company, we will needto increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures.We also expect that operating as a public company will make it more difficult and more expensive for us to obtain director and officerliability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain thesame or similar coverage. In addition, we will incur additional costs associated with our public company reporting requirements. It mayalso be more difficult for us to find qualified persons to serve on our board of directors or as executive officers. We

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Table of Contentsare currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimatewith any degree of certainty the amount of additional costs we may incur or the timing of such costs.

In the past, shareholders of a public company often brought securities class action suits against the company following periods ofinstability in the market price of that company's securities. If we were involved in a class action suit, it could divert a significant amountof our management's attention and other resources from our business and operations, which could harm our results of operations andrequire us to incur significant expenses to defend the suit. Any such class action suit, whether or not successful, could harm ourreputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be requiredto pay significant damages, which could have a material adverse effect on our business, results of operations and financial condition.You may be subject to limitations on transfer of your ADSs.

Your ADSs are transferable on the books of the depositary. However, the depositary may close its transfer books at any time orfrom time to time when it deems expedient in connection with the performance of its duties. In addition, the depositary may refuse todeliver, transfer or register transfers of ADSs generally when our books or the books of the depositary are closed, or at any time if we orthe depositary deems it advisable to do so because of any requirement of law or of any government or governmental body, or under anyprovision of the deposit agreement, or for any other reason.Our post-offering amended and restated memorandum and articles of association contain anti-takeover provisions that coulddiscourage a third party from acquiring us, which could limit our shareholders' opportunity to sell their shares, including ordinaryshares represented by our ADSs, at a premium.

We have adopted the eleventh amended and restated articles of association to be effective upon the completion of this offering thatcontain provisions to limit the ability of others to acquire control of our company or cause us to engage in change-of-controltransactions. These provisions could have the effect of depriving our shareholders of an opportunity to sell their shares at a premiumover prevailing market prices by discouraging third parties from seeking to obtain control of our company in a tender offer or similartransaction. For example, our board of directors has the authority, without further action by our shareholders, to issue preferred shares inone or more series and to fix their designations, powers, preferences, privileges, and relative participating, optional or special rights andthe qualifications, limitations or restrictions, including dividend rights, conversion rights, voting rights, terms of redemption andliquidation preferences, any or all of which may be greater than the rights associated with our ordinary shares, in the form of ADS orotherwise. Preferred shares could be issued quickly with terms calculated to delay or prevent a change in control of our company ormake removal of management more difficult. If our board of directors decides to issue preferred shares, the price of our ADSs may falland the voting and other rights of the holders of our ordinary shares and ADSs may be materially and adversely affected.The dual-class structure of our ordinary shares may adversely affect the trading market for our ADSs.

Certain shareholder advisory firms have announced changes to their eligibility criteria for inclusion of shares of public companieson certain indices, including the S&P 500, to exclude companies with multiple classes of shares and companies whose publicshareholders hold no more than 5% of total voting power from being added to such indices. In addition, several shareholder advisoryfirms have announced their opposition to the use of multiple class structures. As a result, the dual class structure of our ordinary sharesmay prevent the inclusion of our ADSs representing Class A ordinary shares in such indices and may cause shareholder advisory firmsto publish negative commentary about our corporate governance practices or otherwise seek to cause us to change our capital structure.Any such exclusion from indices could result in a less active trading market for our ADSs. Any actions or

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Table of Contentspublications by shareholder advisory firms critical of our corporate governance practices or capital structure could also adversely affectthe value of our ADSs.Certain judgments obtained against us by our shareholders may not be enforceable.

We are an exempted company incorporated under the laws of the Cayman Islands. All of our assets are located outside the U.S. Inaddition, all of our directors and executive officers and the experts named in this prospectus reside outside the U.S., and most of theirassets are located outside the U.S. As a result, it may be difficult or impossible for you to bring an action against us or against them inthe U.S. in the event that you believe that your rights have been infringed under the U.S. federal securities laws or otherwise. Even ifyou are successful in bringing an action of this kind, the laws of the Cayman Islands, China or other relevant jurisdiction may renderyou unable to enforce a judgment against our assets or the assets of our directors and officers. For more information regarding therelevant laws of the Cayman Islands and China, see "Enforcement of Civil Liabilities."ADS holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could result in lessfavorable outcomes to the plaintiff(s) in any such action.

The deposit agreement governing the ADSs representing our Class A ordinary shares provides that, to the fullest extent permittedby law, ADS holders waive the right to a jury trial of any claim they may have against us or the depositary arising out of or relating toour shares, the ADSs or the deposit agreement, including any claim under the U.S. federal securities laws.

If we or the depositary opposed a jury trial demand based on the waiver, the court would determine whether the waiver wasenforceable based on the facts and circumstances of that case in accordance with the applicable state and federal law. To our knowledge,the enforceability of a contractual pre-dispute jury trial waiver in connection with claims arising under the federal securities laws hasnot been finally adjudicated by the United States Supreme Court. However, we believe that a contractual pre-dispute jury trial waiverprovision is generally enforceable, including under the laws of the State of New York, which govern the deposit agreement, by a federalor state court in the City of New York, which has non-exclusive jurisdiction over matters arising under the deposit agreement. Indetermining whether to enforce a contractual pre-dispute jury trial waiver provision, courts will generally consider whether a partyknowingly, intelligently and voluntarily waived the right to a jury trial. We believe that this is the case with respect to the depositagreement and the ADSs. It is advisable that you consult legal counsel regarding the jury waiver provision before entering into thedeposit agreement.

If you or any other holders or beneficial owners of ADSs, including purchasers of ADSs in secondary transactions, bring a claimagainst us or the depositary in connection with matters arising under the deposit agreement or the ADSs, including claims under federalsecurities laws, you or such other holder or beneficial owner may not be entitled to a jury trial with respect to such claims, which mayhave the effect of limiting and discouraging lawsuits against us and the depositary. If a lawsuit is brought against either or both of us andthe depositary under the deposit agreement, it may be heard only by a judge or justice of the applicable trial court, which would beconducted according to different civil procedures and may result in different outcomes than a trial by jury would have, including resultsthat could be less favorable to the plaintiffs in any such action.

Nevertheless, if this jury trial waiver provision is not permitted by applicable law, an action could proceed under the terms of thedeposit agreement with a jury trial. No condition, stipulation or provision of the deposit agreement or ADSs serves as a waiver by anyholder or beneficial owner of ADSs or by us or the depositary of compliance with the U.S. federal securities laws and the rules andregulations promulgated thereunder.

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Table of ContentsYou may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited,because we are incorporated under Cayman Islands law.

We are an exempted company limited by shares incorporated under the laws of the Cayman Islands. Upon the completion of theoffering, our corporate affairs are governed by our post-offering memorandum and articles of association, the Companies Law (2018Revision) of the Cayman Islands and the common law of the Cayman Islands. The rights of shareholders to take action against thedirectors, actions by minority shareholders and the fiduciary duties of our directors to us under Cayman Islands law are to a large extentgoverned by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparativelylimited judicial precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courts are ofpersuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties of ourdirectors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in somejurisdictions in the U.S. In particular, the Cayman Islands have a less developed body of securities laws than the U.S. Some U.S. states,such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition,Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the U.S.

Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporaterecords or to obtain copies of lists of shareholders of these companies. Our directors will have discretion under our post-offeringamended and restated memorandum and articles of association expected to be effective immediately prior to completion of this offering,to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obligedto make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish anyfacts necessary for a shareholder resolution or to solicit proxies from other shareholders in connection with a proxy contest.

As a result of all of the above, our public shareholders may have more difficulty in protecting their interests in the face of actionstaken by management, members of the board of directors or controlling shareholders than they would as public shareholders of acompany incorporated in the U.S. For a discussion of significant differences between the provisions of the Companies Law (2018Revision) of the Cayman Islands and the laws applicable to companies incorporated in the U.S. and their shareholders, see "Descriptionof Share Capital�Differences in Corporate Law."We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certainprovisions applicable to U.S. domestic public companies.

Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securitiesrules and regulations in the U.S. that are applicable to U.S. domestic issuers, including: (i) the rules under the Exchange Act requiringthe filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K; (ii) the sections of the Exchange Actregulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; (iii) thesections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability forinsiders who profit from trades made in a short period of time; and (iv) the selective disclosure rules by issuers of material nonpublicinformation under Regulation FD.

We are required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we intend topublish our results on a quarterly basis as press releases, distributed pursuant to the rules and regulations of the NYSE. Press releasesrelating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we arerequired to file with or furnish to the SEC will be less extensive and less timely compared to

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Table of Contentsthat required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or informationthat would be made available to you were you investing in a U.S. domestic issuer.We are an emerging growth company and may take advantage of certain reduced reporting requirements.

We are an "emerging growth company," as defined in the JOBS Act, and we may take advantage of certain exemptions fromvarious requirements applicable to other public companies that are not emerging growth companies including, most significantly, notbeing required to comply with the auditor attestation requirements of Section 404 of Sarbanes-Oxley Act of 2002 for so long as we arean emerging growth company. As a result, if we elect not to comply with such auditor attestation requirements, our investors may nothave access to certain information they may deem important.

The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financialaccounting standards until such date that a private company is otherwise required to comply with such new or revised accountingstandards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standardswould otherwise apply to private companies. We have elected to take advantage of the extended transition period. As a result of thiselection, our future financial statements may not be comparable to other public companies that comply with the public companyeffective dates for these new or revised accounting standards.If we are a passive foreign investment company for United States federal income tax purposes for any taxable year, United Statesholders of our ADSs or Class A ordinary shares could be subject to adverse United States federal income tax consequences.

A non-United States corporation will be a passive foreign investment company, or PFIC, for United States federal income taxpurposes for any taxable year if either (i) at least 75% of its gross income for such year is passive income or (ii) at least 50% of thevalue of its assets (based on an average of the quarterly values of the assets) during such year is attributable to assets that produce or areheld for the production of passive income. A separate determination must be made after the close of each taxable year as to whether anon-United States corporation is a PFIC for that year. Based on the past and projected composition of our income and assets, and thevaluation of our assets, including goodwill (which we have determined based on the expected price of our ADSs in this offering), we donot believe we were a PFIC for our most recent taxable year, and we do not expect to become a PFIC in the current taxable year or inthe foreseeable future, although there can be no assurance in this regard.

It is possible that we may become a PFIC in the current or any future taxable year due to changes in our asset or incomecomposition. The composition of our assets and income may be affected by how, and how quickly, we use our liquid assets and the cashraised in this offering. Because we have valued our goodwill based on the expected market value of our ADSs, a decrease in the price ofour ADSs may also result in our becoming a PFIC.

In addition, there is uncertainty as to the treatment of our corporate structure and ownership of our consolidated VIEs for UnitedStates federal income tax purposes. For United States federal income tax purposes, we consider ourselves to own the equity of ourconsolidated VIEs. If it is determined, contrary to our view, that we do not own the equity of our consolidated VIEs for United Statesfederal income tax purposes (for instance, because the relevant PRC authorities do not respect these arrangements), we may be treatedas a PFIC.

If we are a PFIC for any taxable year during which a United States person holds ADSs or Class A ordinary shares, certain adverseUnited States federal income tax consequences could apply to such

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Table of ContentsUnited States person. See "Taxation�Certain United States Federal Income Tax Considerations�Passive Foreign Investment Company."As a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporategovernance matters that differ significantly from the NYSE corporate governance listing standards; these practices may afford lessprotection to shareholders than they would enjoy if we complied fully with the NYSE corporate governance listing standards.

We are a company incorporated in the Cayman Islands, and we will apply to list our ADSs on the NYSE. The NYSE market rulespermit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governancepractices in the Cayman Islands, which is our home country, may differ significantly from the NYSE corporate governance listingstandards.

For instance, we are not required to: (i) have a majority of the board be independent; (ii) have a compensation committee or anominating and corporate governance committee consisting entirely of independent directors; or (iii) have regularly scheduled executivesessions with only independent directors each year.

We intend to rely on some of these exemptions. As a result, you may not be provided with the benefits of certain corporategovernance requirements of the NYSE.

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SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS AND INDUSTRY DATAThis prospectus contains forward-looking statements that involve risks and uncertainties, including statements based on our current

expectations, assumptions, estimates and projections about us and our industry. The forward-looking statements are containedprincipally in the sections entitled "Prospectus Summary," "Risk Factors," "Use of Proceeds," "Management's Discussion and Analysisof Financial Condition and Results of Operations," "Industry Overview" and "Business." These statements involve known and unknownrisks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different fromthose expressed or implied by the forward-looking statements. In some cases, these forward-looking statements can be identified bywords or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "potential," "continue," "is/are likely to" or other similar expressions. The forward-looking statements included in this prospectus relate to, among others:

�� our goal and strategies;

�� our expansion plans;

�� our future business development, financial condition and results of operations;

�� expected changes in our revenues, costs or expenditures;

�� our ability to maintain and strengthen our position as a leader amongst co-living platform companies in China;

�� the trends in, expected growth in and market size of the industry and markets we are in;

�� the expectations regarding demand for and market acceptance of our services;

�� our expectations regarding keeping and strengthening our relationships with property owners, residents and businesspartners;

�� competition in our industry;

�� our expectations regarding the use of proceeds from this offering;

�� PRC laws, regulations, and policies relating to residential rental industry and co-living platforms; and

�� general economic and business conditions.



This prospectus also contains market data relating to the residential rental market in China, including market position, market size,and growth rates of the markets in which we participate, that are based on industry publications and reports. This prospectus containsstatistical data and estimates published by iResearch, including a report which we commissioned iResearch to prepare and for which wepaid a fee. This information involves a number of assumptions, estimates and limitations. These industry publications, surveys andforecasts generally indicate that their information has been obtained from sources believed to be reliable, although they do not guaranteethe accuracy or completeness of such information. Nothing in such data should be construed as advice. We have not independentlyverified the accuracy or completeness of the data contained in these industry publications and reports. The residential rental market inChina may not grow at the rates projected by market data, or at all. The failure of these markets to grow at the projected rates maymaterially and adversely affect our business and the market price of our ADSs. If any one or more of the assumptions underlying themarket data turns out to be incorrect, actual results may differ from the projections based on these assumptions. In addition, projections,assumptions and estimates of our future performance and the future performance of the industry in which we operate is necessarilysubject to a high degree of uncertainty and risk due to a variety of factors, including those described in "Risk Factors" and elsewhere inthis prospectus. You should not place undue reliance on these forward-looking statements.

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Table of ContentsThe forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements

are made in this prospectus. Except as required by law, we undertake no obligation to update any forward-looking statements to reflectevents or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events. You shouldread this prospectus and the documents that we have referred to in this prospectus and have filed as exhibits to the registrationstatement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materiallydifferent from what we expect.

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USE OF PROCEEDSWe estimate that we will receive net proceeds from this offering of approximately US$ , or approximately

US$ if the underwriters exercise the over-allotment option in full, after deducting underwriting discounts and commissions andthe estimated offering expenses payable by us and based upon an assumed initial public offering price of US$ per ADS (the mid-point of the estimated initial public offering price range shown on the front cover of this prospectus). A US$1.00 increase (decrease) inthe assumed initial public offering price of US$ per ADS would increase (decrease) the net proceeds to us from this offering byUS$ , after deducting underwriting discounts and commissions and estimated offering expenses payable by us and assuming nochange to the number of ADSs offered by us as set forth on the cover page of this prospectus.

We anticipate using the net proceeds of this offering for:�� expanding our scale, including sourcing and renovating additional apartment units;

�� enhancing our technological capabilities; and

�� general corporate purposes, including branding and marketing, and potential acquisitions and investments (although weare not currently negotiating any such acquisitions or investments).

The foregoing represents our intentions as of the date of this prospectus with respect of the use and allocation of the net proceeds ofthis offering based upon our present plans and business conditions, but our management will have significant flexibility and discretionin applying the net proceeds of the offering. The occurrence of unforeseen events or changed business conditions may result inapplication of the net proceeds of this offering in a manner other than as described in this prospectus.

To the extent that the net proceeds we receive from this offering are not immediately applied for the above purposes, we intend toinvest our net proceeds in short-term, interest-bearing debt instruments or bank deposits.

In utilizing the proceeds of this offering, we, as an offshore holding company, are permitted under PRC laws and regulations toprovide funding to our PRC subsidiary only through loans or capital contributions and to our consolidated VIEs only through loans.Subject to satisfaction of applicable government registration and approval requirements, we may extend inter-company loans to ourPRC subsidiary or make additional capital contributions to our PRC subsidiary to fund its capital expenditures or working capital. Wecannot assure you that we will be able to obtain these government registrations or approvals on a timely basis, if at all. For furtherinformation, see "Risk Factors�Risks Relating to Doing Business in China�PRC regulation of loans to, and direct investment in, PRCentities by offshore holding companies and governmental control of currency conversion may restrict or prevent us from using theproceeds of this offering to make loans to our PRC subsidiaries and our consolidated VIEs, or to make additional capital contributions toour PRC subsidiaries."

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DIVIDEND POLICYSince inception, we have not declared or paid any dividends on our shares. We do not have any present plan to pay any dividends

on our Class A ordinary shares or ADSs in the foreseeable future. We intend to retain most, if not all, of our available funds and anyfuture earnings to operate and expand our business.

Any other future determination to pay dividends will be made at the discretion of our board of directors and may be based on anumber of factors, including our future operations and earnings, capital requirements and surplus, general financial condition,contractual restrictions and other factors that the board of directors may deem relevant. If we pay any dividends, we will pay our ADSholders to the same extent as holders of our Class A ordinary shares, subject to the terms of the deposit agreement, including the feesand expenses payable thereunder. See "Description of American Depositary Shares." Cash dividends on our Class A ordinary shares, ifany, will be paid in U.S. dollars.

We are an exempted company incorporated in the Cayman Islands. In order for us to distribute any dividends to our shareholdersand ADS holders, we may rely on dividends distributed by our PRC subsidiaries. Certain payments from our PRC subsidiaries to usmay be subject to PRC withholding income tax. In addition, regulations in the PRC currently permit payment of dividends of a PRCcompany only out of accumulated distributable after-tax profits as determined in accordance with its articles of association and theaccounting standards and regulations in China. Each of our PRC subsidiaries is required to set aside at least 10% of its after-tax profitbased on PRC accounting standards every year to a statutory common reserve fund until the aggregate amount of such reserve fundreaches 50% of the registered capital of such subsidiary. Such statutory reserves are not distributable as loans, advances or cashdividends.

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CAPITALIZATIONThe following table sets forth our capitalization as of September 30, 2019 presented on:�� an actual basis;

�� a pro forma basis to reflect (i) the conversion and re-designation of all of the issued and outstanding 1,448,506,852preferred shares into 1,448,506,852 ordinary shares on a one-for-one-basis immediately prior to the completion of thisoffering; (ii) the creation of an additional 47,500,000,000 ordinary shares, to rank pari passu in all respects with theexisting ordinary shares, such that following such increase, the total number of authorized shares of our company is50,000,000,000; (iii) the reorganization and re-classification of 246,000,000 ordinary shares held by YIHANHOLDINGS LIMITED into 246,000,000 Class B ordinary shares on a one-for-one-basis immediately prior to thecompletion of this offering; and (iv) the reorganization and re-classification of all of the remaining ordinary shares(including the ordinary shares resulting from the conversion of the preferred shares) into 49,754,000,000 Class Aordinary shares on a one-for-one-basis immediately prior to the completion of this offering; and

�� a pro forma as adjusted basis to give effect to (i) the conversion and re-designation of all of the issued and outstanding1,448,506,852 preferred shares into 1,448,506,852 ordinary shares on a one-for-one-basis immediately prior to thecompletion of this offering; (ii) the creation of an additional 47,500,000,000 ordinary shares, to rank pari passu in allrespects with the existing ordinary shares, such that following such increase, the total number of authorized shares of ourcompany is 50,000,000,000; (iii) the reorganization and re-classification of 246,000,000 ordinary shares held by YIHANHOLDINGS LIMITED into 246,000,000 Class B ordinary shares on a one-for-one-basis immediately prior to thecompletion of this offering; (iv) the reorganization and re-classification of all of the remaining ordinary shares (includingthe ordinary shares resulting from the conversion of the preferred shares) into 49,754,000,000 Class A ordinary shareson a one-for-one-basis immediately prior to the completion of this offering; and (v) Class A ordinary sharesissued in connection with this offering in the form of ADSs offered hereby at an assumed initial public offering price ofUS$ per ADS, the mid-point of the estimated initial public offering price range shown on the front cover of thisprospectus, after deducting underwriting discounts and commissions and estimated offering expenses payable by us andassuming no exercise of the underwriters' option to purchase additional ADSs.

The pro forma and pro forma as adjusted information below is illustrative only and our capitalization following the closing of thisoffering is subject to adjustment based on the initial public offering price of our ADSs and other terms of this offering determined atpricing. You should read this table in conjunction with "Management's Discussion and Analysis of Financial Condition and Results

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Table of Contentsof Operations" and our consolidated financial statements and related notes included elsewhere in this prospectus.

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As of September 30, 2019

Actual Pro FormaPro Forma

as Adjusted

RMB US$ RMB US$ RMB US$

(in thousands)

Mezzanine Equity:Total mezzanine equity 4,758,577 665,749Shareholders' deficit:Ordinary Shares (US$0.00002 par value, 287,500,000 shares

issued and outstanding actual; US$0.00002 parvalue, shares issued and outstanding pro forma;US$0.00002 par value, shares issued and outstanding proforma as adjusted)

35 5

Class A ordinary sharesClass B ordinary sharesAccumulated other comprehensive income loss (91,602) (12,816)Accumulated deficit (4,649,047) (650,426)Total shareholders' deficit attributable to ordinary

shareholders(4,740,614) (663,237)



Table of Contents

DILUTIONIf you invest in our ADSs, your interest will be diluted to the extent of the difference between the initial public offering price per

ADS and our net tangible book value per ADS after this offering. Dilution results from the fact that the initial public offering price perordinary share is substantially in excess of the book value per Class A ordinary share attributable to the existing shareholders for ourpresently outstanding ordinary shares and holders of our convertible redeemable preferred shares which will automatically convert intoour Class A ordinary shares upon the completion of this offering.

Our net tangible book value as of September 30, 2019 was approximately US$70.2 million in deficit, or US$0.25 per ordinaryshare in deficit as of that date, and US$ per ADS. Net tangible book value represents the amount of our total consolidatedassets, less the amount of our intangible assets, goodwill and total consolidated liabilities. Dilution is determined by subtracting nettangible book value per ordinary share from our consolidated total assets, after giving effect to (i) the automatic conversion of all of ouroutstanding redeemable convertible preferred shares into Class A ordinary shares immediately upon the completion of this offering and(ii) the issuance and sale by us of shares in the form of ADSs in this offering at an assumed initial public offering price ofUS$ per ADS (the mid-point of the estimated initial public offering price range shown on the front cover page of this prospectus)after deduction of the underwriting discounts and commissions and estimated offering expenses payable by us.

Without taking into account any other changes in net tangible book value after September 30, 2019, other than to give effect to(i) the automatic conversion of all of our outstanding redeemable convertible preferred shares into Class A ordinary shares immediatelyupon the completion of this offering and (ii) the issuance and sale by us of Class A ordinary shares in the form of ADSs in this offeringat an assumed initial public offering price of US$ per ADS (the mid-point of the estimated initial public offering price rangeshown on the front cover page of this prospectus) after deduction of the underwriting discounts and commissions and estimated offeringexpenses payable by us, our pro forma as adjusted net tangible book value as of September 30, 2019 would have beenUS$ million, or US$ per outstanding ordinary share and US$ per ADS. This represents an immediate increase innet tangible book value of US$ per ordinary share and US$ per ADS to the existing shareholders and an immediatedilution in net tangible book value of US$ per ordinary share and US$ per ADS to investors purchasing ADSs in thisoffering.

The following table illustrates such dilution:

74

Per

Ordinary

Share

Per

ADS

Actual net tangible book value per share as of September 30, 2019 US$ US$Pro forma net tangible book value per share after giving effect to the automatic

conversion of all of our outstanding redeemable convertible preferred sharesinto Class A ordinary shares

US$ US$

Pro forma as adjusted net tangible book value per share after giving effect to(i) the automatic conversion of all of our outstanding redeemable convertiblepreferred shares into Class A ordinary shares and (ii) this offering

US$ US$

Assumed initial public offering price US$ US$Dilution in net tangible book value per share to new investors in the offering US$ US$



Table of ContentsThe amount of dilution in net tangible book value to new investors in this offering set forth above is calculated by deducting (i) the

pro forma net tangible book value after giving effect to the automatic conversion of our outstanding convertible redeemable preferredshares from (ii) the pro forma net tangible book value after giving effect to the automatic conversion of our convertible redeemablepreferred shares and this offering.

The following table summarizes, on a pro forma basis as of September 30, 2019, the differences between existing shareholders,including holders of our convertible redeemable preferred shares, and the new investors with respect to the number of ordinary shares(in the form of ADSs or shares) purchased from us, the total consideration paid and the average price per ordinary share and per ADSpaid before deducting the underwriting discounts and commissions and estimated offering expenses. The total number of ordinaryshares does not include Class A ordinary shares underlying the ADSs issuable upon the exercise of the option to purchase additionalADSs granted to the underwriters.

A US$1.00 increase (decrease) in the assumed initial public offering price of US$ per ADS (the mid-point of the estimatedinitial public offering price range shown on the front cover page of this prospectus) would increase (decrease) our pro forma net tangiblebook value after giving effect to the offering by US$ million, the pro forma net tangible book value per ordinary share and perADS after giving effect to this offering by US$ per ordinary share and US$ per ADS and the dilution in pro forma nettangible book value per ordinary share and per ADS to new investors in this offering by US$ per ordinary share andUS$ per ADS, assuming no change to the number of ADS offered by us as set forth on the front cover page of this prospectus,and after deducting underwriting discounts and commissions and other estimated offering expenses.

The pro forma information discussed above is illustrative only. Our net tangible book value following the completion of thisoffering is subject to adjustment based on the actual initial public offering price of our ADSs and other terms of this offering determinedat pricing.

The discussion and tables above take into consideration the automatic conversions of all of our outstanding convertible redeemablepreferred shares immediately upon the completion of this offering, and they do not take into consideration of any outstanding shareoptions. As of the date of this prospectus, there are also (i) 178,022,914 Class A ordinary shares issuable upon the exercise ofoutstanding share options under our 2017 stock incentive plan; (ii) 96,204,007 Class A ordinary shares reserved for future issuanceunder our 2017 stock incentive plan; and (iii) 230,000,000 Class A ordinary shares reserved for future issuance under our 2019 equityincentive plan, which will become effective upon the completion of this offering. If any of these options are exercised, there will befurther dilution to new investors.

75

Ordinary Shares

Total Total Consideration

Number Percent Amount Percent

Average

Price per

Ordinary

Share

Average

Price per

ADS

Existing shareholders % US$ % US$ US$New investors % US$ % US$ US$

Total % US$ %



Table of Contents

ENFORCEMENT OF CIVIL LIABILITIESWe are incorporated under the laws of the Cayman Islands as an exempted company with limited liability. We are incorporated in

the Cayman Islands because of certain benefits associated with being a Cayman Islands company, such as political and economicstability, an effective judicial system, a favorable tax system, the absence of foreign exchange control or currency restrictions and theavailability of professional and support services. However, the Cayman Islands has a less developed body of securities laws ascompared to the United States and provides protections for investors to a lesser extent. In addition, Cayman Islands companies may nothave standing to sue before the federal courts of the United States.

Substantially all of our operations are conducted in the PRC, and substantially all of our assets are located in the PRC. In addition,most of our directors and officers are residents of jurisdictions other than the United States and all or a substantial portion of their assetsare located outside the United States. As a result, it may be difficult for investors to effect service of process within the United Statesupon us or these persons, or to enforce against us or them judgments obtained in United States courts, including judgments predicatedupon the civil liability provisions of the securities laws of the United States or any state in the United States. It may also be difficult foryou to enforce in United States courts judgments obtained in United States courts based on the civil liability provisions of the UnitedStates federal securities laws against us and our officers and directors.

We have appointed Cogency Global Inc. as our agent to receive service of process with respect to any action brought against us inthe United States District Court for the Southern District of New York under the federal securities laws of the United States or of anystate in the United States or any action brought against us in the Supreme Court of the State of New York in the County of New Yorkunder the securities laws of the State of New York.

Maples and Calder (Hong Kong) LLP, our counsel as to Cayman Islands law, and Haiwen & Partners, our counsel as to PRC law,have advised us that there is uncertainty as to whether the courts of the Cayman Islands or the PRC would, respectively, (1) recognize orenforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions ofthe securities laws of the United States or any state in the United States and (2) entertain original actions brought in the Cayman Islandsor the PRC against us or our directors or officers predicated upon the securities laws of the United States or any state in the UnitedStates.

Maples and Calder (Hong Kong) LLP has further advised us that a final and conclusive judgment obtained in the federal or statecourts of the United States will be recognised and enforced in the courts of the Cayman Islands at common law, without any re-examination of the merits of the underlying dispute, by an action commenced on the foreign judgment debt in the Grand Court of theCayman Islands, provided such judgment: (a) is given by a foreign court of competent jurisdiction, (b) imposes on the judgment debtora liability to pay a liquidated sum for which the judgment has been given, (c) is not in respect of taxes, fines, penalties or similar chargesand (d) is neither obtained in a manner nor is of a kind the enforcement of which is against natural justice or the public policy of theCayman Islands. However, the Cayman Islands courts are unlikely to enforce a punitive judgment of a United States court predicatedupon the liabilities provision of the federal securities laws in the United States without retrial on the merits if such judgment gives riseto obligations to make payments that may be regarded as fines, penalties or similar charges.

Haiwen & Partners has advised us that the recognition and enforcement of foreign judgments are provided for under the PRC CivilProcedure Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC CivilProcedure Law based either on treaties between China and the country where the judgment is made or on principles of reciprocitybetween jurisdictions. China does not have any treaties or other form of reciprocity with the United States or the Cayman Islands thatprovide for the reciprocal recognition and enforcement of foreign

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Table of Contentsjudgments. In addition, according to the PRC Civil Procedures Law, courts in the PRC will not enforce a foreign judgment against us orour directors and officers if they decide that the judgment violates the basic principles of PRC law or national sovereignty, security orpublic interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in theUnited States or in the Cayman Islands. Under the PRC Civil Procedures Law, foreign shareholders may originate actions based on PRClaw against a company in China for disputes if they can establish sufficient nexus to the PRC for a PRC court to have jurisdiction, andmeet other procedural requirements, including, among others, the plaintiff must have a direct interest in the case, and there must be aconcrete claim, a factual basis and a cause for the suit. However, it would be difficult for foreign shareholders to establish sufficientnexus to the PRC by virtue only of holding our ADSs or Class A ordinary shares.

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Table of Contents

OUR HISTORY AND CORPORATE STRUCTUREOur History

We commenced our operations in China through Zi Wutong (Beijing) Asset Management Co., Ltd, or Zi Wutong, in January 2015.In June 2015, we incorporated Phoenix Tree Holdings Limited under the laws of Cayman Islands, which became our ultimate holdingcompany through a series of transactions. In March 2019, we acquired 100% equity interest in Hangzhou Aishang DankeTechnology Co., Ltd., or Aishangzu, a residential rental apartment operator that primarily operated in Hangzhou, through our wholly-owned subsidiary, Qing Wutong Co., Ltd. We primarily operate our business through our subsidiaries, consolidated VIEs and theirsubsidiaries in China.Our Corporate Structure

The following diagram illustrates our corporate structure with our principal subsidiaries and consolidated VIEs and theirsubsidiaries as of the date of this prospectus. Unless otherwise indicated, equity interests depicted in this diagram are held as to 100%.The relationships between Xiaofangjian and each of our consolidated VIEs, namely Zi Wutong, and Yishui (Shanghai) InformationTechnology Co., Ltd., or Yishui, and their shareholders, as illustrated in this diagram are governed by contractual arrangements and donot constitute equity ownership.

(1)Our co-founders, Jing Gao and Yan Cui, each holds 57% and 43% equity interest in Zi Wutong, respectively.

(2)Our co-founders, Jing Gao and Yan Cui, each holds 67% and 33% equity interest in Yishui, respectively.

(3)Qing Wutong holds, directly and indirectly, 70%, 60% and 51% of equity inetest in Xi'an Daoyi Tongxiang Enterprise Management Consulting Co., Ltd., Beijing

Baijiaxiu Commerce Co., Ltd. and Hangzhou Jianxin Aishangzu Dwelling Service Co., Ltd., respectively.

Contractual Arrangements with Consolidated VIEs and Their ShareholdersDue to PRC legal restrictions on foreign ownership and investment in, among other areas, value-added telecommunication

services, or the VATS, which include the operation of internet content providers, or ICPs, we, similar to all other entities with foreign-incorporated holding company structures operating in our industry in China, currently conduct these activities mainly through Yishui,one of our consolidated VIEs. In order to maintain flexibility of financings in China, we established another consolidated VIE, ZiWutong, during the course of the reorganization in connection with the

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Table of Contentsestablishment of Phoenix Tree Holdings Limited. We effectively control each consolidated VIEs through a series of contractualarrangements with such VIEs, its shareholders and Xiaofangjian, as described in more detail below, which collectively enables us to:

�� exercise effective control over our consolidated VIEs and their subsidiaries;

�� receive substantially all the economic benefits of our consolidated VIEs; and

�� have an exclusive option to purchase all or part of the equity interests of each of our consolidated VIEs when and to theextent permitted by PRC law.

As a result of these contractual arrangements, we are the primary beneficiary of our consolidated VIEs and their subsidiaries. Wehave consolidated their financial results in our consolidated financial statements in accordance with U.S. GAAP.

In the opinion of Haiwen & Partners, our PRC legal counsel:�� the ownership structures of Xiaofangjian and our consolidated VIEs in China, both currently and immediately after

giving effect to this offering, do not and will not violate any applicable PRC law, regulation, or rule currently in effect;and

�� the contractual arrangements among Xiaofangjian, each of our consolidated VIEs and its shareholders governed by PRClaws are valid, binding and enforceable in accordance with their terms and applicable PRC laws, rules, and regulationscurrently in effect, and will not violate any applicable PRC law, regulation, or rule currently in effect.

However, we have been further advised by our PRC legal counsel, Haiwen & Partners, that there are substantial uncertaintiesregarding the interpretation and application of current and future PRC laws, rules and regulations. Accordingly, the PRC regulatoryauthorities may in the future take a view that is contrary to the opinion of our PRC legal counsel. We have been further advised by ourPRC legal counsel that if the PRC government finds that the agreements that establish the structure for operating our business do notcomply with PRC government restrictions on foreign investment in the aforesaid business we engage in, we could be subject to severepenalties including being prohibited from continuing operations. See "Risk Factors�Risks Relating to Our Corporate Structure."

All the agreements under our contractual arrangements are governed by PRC laws and provide for the resolution of disputesthrough arbitration in China. For additional information, see "Risk Factors�Risks Relating to Our Corporate Structure�Any failure byour consolidated VIEs or their respective shareholders to perform their obligations under our contractual arrangements with them wouldhave a material adverse effect on our business, results of operations and financial condition." Such arbitration provisions have no effecton the rights of our shareholders to pursue claims against us under United States federal securities laws.

The following is a summary of the currently effective contractual arrangements by and among our wholly-owned subsidiary,Xiaofangjian, each of our consolidated VIEs and its shareholders.Agreements that Provide Us with Effective Control over Our Consolidated VIEs and their Subsidiaries

Equity Interest Pledge Agreements. Pursuant to the equity interest pledge agreements, shareholders of our consolidated VIEshave pledged all of their equity interest in our consolidated VIEs to respectively guarantee the performance of obligations by ourconsolidated VIEs and their shareholders under the relevant contractual arrangements, which include the power of attorney agreements,exclusive business cooperation agreements and exclusive call option agreements. If our consolidated VIEs or any of their shareholdersbreach their contractual obligations under these agreements, Xiaofangjian, as pledgee, will be entitled to certain rights regarding thepledged equity interests, including forcing the auction or sale of all or part of the pledged equity interests of the applicable consolidatedVIE and

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Table of Contentsreceiving proceeds from such auction or sale in accordance with PRC law. Each of the shareholders of our consolidated VIEs agreesthat, during the term of the equity interest pledge agreements, such shareholder will not transfer the pledged equity interests or create orallow creation of any encumbrance on the pledged equity interests or any portion thereof, without the prior written consent ofXiaofangjian, except for the performance of the relevant contractual agreement. Each equity interest pledge agreement will remaineffective until the applicable consolidated VIE and its shareholders discharge all of their obligations under the contractual arrangementsor all secured indebtedness has been fully paid.

Power of Attorney Agreements. Pursuant to the power of attorney agreements, each shareholder of our consolidated VIEs hasirrevocably authorized Xiaofangjian, or any individuals designated by Xiaofangjian to act as such shareholder's exclusive attorney-in-fact to exercise all shareholder rights, including without limitation to: (1) the right to attend on shareholder's meetings of the applicableconsolidated VIE, (2) the right to exercise all the shareholder's rights and shareholder's voting rights such shareholder is entitled tounder the laws of China and the Articles of Association of the applicable consolidated VIE, including but not limited to the sale ortransfer or pledge or disposition of its shareholding in part or in whole and (3) designate and appoint on behalf of such shareholder thelegal representative, the directors, supervisors, the chief executive officer and other senior management members of the applicableconsolidated VIE. Each power of attorney agreement is irrevocable and continuously effective from the execution date.Agreements that Allow Us to Receive Economic Benefits from Our Consolidated VIEs and their Subsidiaries

Exclusive Business Cooperation Agreements. Under the exclusive business cooperation agreements, Xiaofangjian has theexclusive right to provide each of the consolidated VIEs with comprehensive business support, technical services and consultingservices. In exchange, Xiaofangjian is entitled to receive a service fee from each of the consolidated VIEs on a quarterly basis at anamount as agreed by Xiaofangjian. Xiaofangjian owns the intellectual property rights arising out of the performance of the exclusivebusiness cooperation agreement. Unless otherwise terminated by Xiaofangjian and each of the consolidated VIEs in writing, eachexclusive business cooperation agreement continuously remain effective.Agreements that Provides Us with the Option to Purchase the Equity Interest in Our Consolidated VIEs

Exclusive Call Option Agreements. Pursuant to the exclusive call option agreements, each of the shareholders of our consolidatedVIEs has irrevocably granted Xiaofangjian an exclusive option to purchase by itself or by Xiaofangjian's designate person or persons, atXiaofangjian's discretion at any time, to the extent permitted under PRC law, all or part of such shareholder's equity interests in theapplicable consolidated VIEs. The purchase price of the equity interests in a consolidated VIE should be RMB1 or the minimum priceas permitted by PRC law. Each consolidated VIE and its shareholders have agreed that, without Xiaofangjian's prior written consent,such consolidated VIE shall not, among others, amend its articles of association, increase or decrease its registered capital, sell, transfer,pledge or otherwise dispose of its assets and beneficial interest, create or allow any encumbrance thereon, or provide any loans orguarantees that is not within its ordinary course of business, etc. Each exclusive call option agreement will remain effective until allequity interests of the applicable consolidated VIE held by its shareholders have been transferred or assigned to Xiaofangjian or itsdesignated person(s).

Spouse Consent Letters. Pursuant to the Spousal Consent Letters executed by each spouse of each shareholder of ourconsolidated VIEs, each signing spouse confirmed that she does not enjoy any right or interest in connection with the equity interests ofour consolidated VIEs. The spouse also irrevocably agreed that she would not claim in the future any right or interest in connection withthe equity interests in our consolidated VIEs held by her spouse.

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Table of Contents

SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATAThe following selected consolidated statements of comprehensive loss data and summary consolidated statements of cash flows

data for the years ended December 31, 2017 and 2018 and summary consolidated balance sheets data as of December 31, 2017 and2018 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. Our consolidatedfinancial statements are prepared and presented in accordance with U.S. GAAP. The following selected consolidated statements ofcomprehensive loss data and summary consolidated statements of cash flows data for the nine months ended September 30, 2018 and2019 and selected consolidated balance sheets data as of September 30, 2019 have been derived from our unaudited condensedconsolidated financial statements included elsewhere in this prospectus and have been prepared on the same basis as our consolidatedfinancial statements.

Our historical results are not necessarily indicative of results to be expected for any future period. The following summaryconsolidated financial data for the periods and as of the dates indicated are qualified by reference to, and should be read in conjunctionwith, our consolidated financial statements and related notes and the information under "Management's Discussion and Analysis ofFinancial Condition and Results of Operations," both of which are included elsewhere in this prospectus.Selected Consolidated Statements of Comprehensive Loss Data


September 30,

2017 2018 2018 2019


(in thousands, except for share and per share data)

Selected ConsolidatedStatements ofComprehensive LossData:

Revenues 656,782 2,675,031 374,251 1,673,002 4,999,740 699,489Operating expenses:Rental cost (511,697) (2,171,755) (303,840) (1,300,709) (4,450,199) (622,606)Depreciation and

amortization(98,984) (373,231) (52,217) (227,339) (790,357) (110,575)

Other operating expenses (46,456) (295,141) (41,292) (187,436) (552,859) (77,348)Pre-opening expense (62,119) (270,399) (37,830) (181,292) (186,344) (26,070)Sales and marketing

expenses(80,991) (471,026) (65,899) (287,881) (793,722) (111,046)

General andadministrative expenses

(49,960) (203,847) (28,519) (129,307) (395,766) (55,370)

Technology and productdevelopment expenses

(25,194) (110,954) (15,523) (71,281) (143,601) (20,091)

Operating loss (218,619) (1,221,322) (170,869) (712,243) (2,313,108) (323,617)Interest expenses (55,013) (163,357) (22,854) (101,906) (252,981) (35,393)Loss before income

taxes(271,636) (1,369,637) (191,618) (812,884) (2,518,387) (352,336)

Income tax benefit(expense)

112 (112) (16) (112) 2,167 303

Net loss (271,524) (1,369,749) (191,634) (812,996) (2,516,220) (352,033)

Net loss per share�Basic and diluted (2.55) (7.95) (1.11) (4.89) (11.40) (1.60)



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Weighted averagenumber of sharesoutstanding used incomputing net loss pershare�Basic and diluted 111,848,958 185,677,083 185,677,083 176,692,708 242,698,917 242,698,917



Table of ContentsSelected Consolidated Balance Sheets Data

Selected Consolidated Statements of Cash Flows Data

Non-GAAP Financial MeasuresWe use EBITDA, adjusted EBITDA and adjusted net loss, each a non-GAAP financial measure, in evaluating our operating results

and for financial and operational decision-making purposes. We believe that these measures help us identify underlying trends in ourbusiness that could otherwise be distorted by the effect of certain expenses and income that we include in net loss. We believe that thesemeasures provide useful information about our operating results, enhance the overall understanding of our past performance and futureprospects, and allow for greater visibility with respect to key metrics used by our management in its financial and operational decision-making.

EBITDA represents net loss before depreciation and amortization, interest expenses, interest income and income tax benefit(expense).

Adjusted EBITDA represents EBITDA before share-based compensation and incentives for apartment sourcing. Adjusted net lossrepresents net loss before share-based compensation and incentives for apartment sourcing. Incentives for apartment sourcing consist ofcommissions and lead generation fees related to apartment sourcing. We pay commissions and lead generation fees upfront when therelevant apartment is sourced and amortize such cost on a straight-line basis over the term of the lease with the property owner, which isgenerally four to six years. Share-based compensation used in the calculation of the adjusted EBITDA and adjusted net loss representscompensation expenses in connection with the issuance of restricted shares to our co-founders. It does not, however, include the

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As of December 31,

2017 2018 As of September 30 2019,

RMB RMB US$ RMB US$

(in thousands)

Selected Consolidated Balance Sheets Data:Total current assets 473,884 3,155,228 441,433 2,974,428 416,135Total non-current assets 660,862 2,674,383 374,159 4,700,004 657,556Total assets 1,134,746 5,829,611 815,592 7,674,432 1,073,691Total current liabilities 1,160,879 4,582,077 641,055 7,434,964 1,040,189Total non-current liabilities 199,601 234,185 32,764 226,489 31,687Total liabilities 1,360,480 4,816,262 673,819 7,661,453 1,071,876Total mezzanine equity 140,661 2,859,632 400,077 4,758,577 665,749Total shareholders' deficit (366,395) (1,846,283) (258,304) (4,745,598) (663,934)

Year Ended December 31,

Nine Months

Ended

September 30,

2017 2018 2018 2019


(in thousands)

Selected Consolidated Cash FlowsData:

Net cash used in operating activities (114,578) (1,164,248) (162,884) (697,813) (1,629,289) (227,945)Net cash used in investing activities (489,282) (1,324,021) (185,237) (502,153) (1,668,826) (233,478)Net cash provided by financing activities 822,440 4,692,659 656,527 2,151,819 3,081,858 431,168Net increase (decrease) in cash and

restricted cash212,470 2,251,532 315,001 1,023,885 (167,746) (23,468)

Cash and restricted cash at the beginningof the period

1,532 214,002 29,940 214,002 2,465,534 344,941

Cash and restricted cash at the end of theperiod

214,002 2,465,534 344,941 1,237,887 2,297,788 321,473



Table of Contentsshare-based compensation in connection with the repurchase in cash in January 2019 of the share options previously granted to certainemployees.

The presentation of the non-GAAP financial measures is not intended to be considered in isolation or as a substitute for thefinancial information prepared and presented in accordance with U.S. GAAP. We present the non-GAAP financial measures becausethey are used by our management to evaluate operating performance and formulate business plans. We believe that the non-GAAPfinancial measures help identify underlying trends in our business, provide further information about our results of operations, andenhance the overall understanding of our past performance and future prospects.

The non-GAAP financial measures are not defined under U.S. GAAP and are not presented in accordance with U.S. GAAP. Thenon-GAAP financial measures have limitations as analytical tools. Our non-GAAP financial measures do not reflect all items of incomeand expense that affect our operations. Further, the non-GAAP measures may differ from the non-GAAP information used by othercompanies, including peer companies, and therefore their comparability may be limited. We compensate for these limitations byreconciling the non-GAAP financial measures to the nearest U.S. GAAP performance measure, both of which should be consideredwhen evaluating performance. We encourage investors and others to review our financial information in its entirety and not rely on asingle financial measure.


83

Year Ended

December 31,

Nine Months Ended

September 30,

2017 2018 2018 2019


(in thousands)

Net Loss (271,524) (1,369,749) (191,634) (812,996) (2,516,220) (352,033)Add:



EBITDA (118,470) (853,275) (119,377) (490,088) (1,522,751) (213,042)


Adjusted EBITDA (102,246) (816,390) (114,216) (467,159) (1,460,937) (204,394)



Table of Contents

Key Operating MetricsWe regularly review a number of key operating metrics to evaluate our business and measure our performance, which are set forth

in the table below.

Year Ended

December 31,

Nine Months Ended

September 30,

2017 2018 2018 2019


(in thousands)

Net Loss (271,524) (1,369,749) (191,634) (812,996) (2,516,220) (352,033)Add:




2016 2017 2018 2018 2019



Total 13,499 52,181 236,420 164,044 406,746


Total 13,499 52,181 236,420 164,044 406,746



Year Ended

Nine Months

Ended

September 30,

2017 2018 2018 2019

(in RMB)

Average revenues per rented-out unit per month(1) 2,439 2,352 2,408 2,155Average leasing cost per unit per month(2) 1,718 1,637 1,656 1,564(1)

Represents the revenues recognized in the period presented divided by rented-out unit days (i.e., the simple sum of the number of days we rented

out each apartment unit during a particular period) in such period multiplied by the average number of days per month (assuming 30 days per

month).



84

(2)Represents leasing cost (i.e., the sum of rental cost and pre-opening expense) recorded in the period presented divided by total unit days (i.e., the

simple sum of the number of days we operated each apartment unit during a particular period) in such period multiplied by the average number of

days per month (assuming 30 days per month).



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As of

December 31,

As of

September 30,

2017 2018 2018 2019

Occupancy rate(1) 85.8% 76.9% 82.9% 86.9%(1)

Represents the aggregate number of rented-out apartment units as a percentage of the number of opened apartment units as of a given date.


September 30,

2017 2018 2019


Represents total rents, service fees and utility charges to be recognized as our revenues under our leases with residents and corporate clients

existing as of the date specified, assuming all of these leases will be performed to the end of their terms and not renewed.

(2)The continuous increase in revenue backlog from 2017 to 2018 and further to the nine months ended September 30, 2019 was primarily driven by

the rapid expansion of our apartment network.



Table of Contents

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSYou should read the following discussion and analysis of our financial condition and results of operations in conjunction with the

section entitled "Selected Consolidated Financial and Operating Data" and our consolidated financial statements and the related notesincluded elsewhere in this prospectus. In addition to historical consolidated financial information, the following discussion containsforward-looking statements that involve risks and uncertainties. Our actual results and the timing of selected events could differmaterially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under"Risk Factors" and elsewhere in this prospectus.Overview

We are redefining the residential rental market through technology. We started Danke in 2015 to provide young people withcomfortable yet affordable homes. Today, we are one of the largest co-living platforms in China with the fastest growth, according toiResearch. We established operations in 13 cities as of September 30, 2019 and have become a major player in each of the 10 cities thatwe entered into prior to June 30, 2019. We grew the number of apartment units we operated from 2,434 as of December 31, 2015 to406,746 as of September 30, 2019, a 166-fold increase over less than four years.

We provide a solution to both property owners and renters who suffer from numerous pain points in the residential rental marketthrough our innovative "new rental" business model. We centrally operate the apartments sourced from property owners and rent themout to our residents. We standardize the design, renovation and furnishing of our apartment units, and provide high-quality, reliable one-stop services. We have no physical storefronts since inception. Our entire business process is empowered by technology to enableseamless online experience for both property owners and residents. Our technology system reduces our reliance on local expertise,enables higher efficiency and facilitates rapid expansion. Our disruptive business model has enabled us to achieve unparalleled growth,operational excellence and customer satisfaction.

We operate two branded products, "Danke Apartment ( )" and "Dream Apartment ( )." Danke Apartment hasbeen the primary focus of our business since our inception in 2015. We source and lease apartments from individual property owners ona long-term basis, design, renovate and furnish such apartments in a standardized and stylish manner, and rent them out to individualresidents, either as private rooms within an apartment or an entire apartment. Leveraging our experience in operating Danke Apartment,we introduced Dream Apartment in November 2018 to target the large but underserved blue-collar apartment segment. We lease entirebuildings or floors in a building, transform them into dormitory-style apartments, and provide to corporate clients for employeeaccommodation. For all of our residents, we provide high-quality one-stop services, including cleaning, repair and maintenance, WiFi aswell as 24/7 resident support.

We currently generate revenues primarily from rents and service fees. Our revenues increased by 307.3% from RMB656.8 millionin 2017 to RMB2,675.0 million (US$374.3 million) in 2018, and by 198.8% from RMB1,673.0 million in the nine months endedSeptember 30, 2018 to RMB4,999.7 million (US$699.5 million) in the nine months ended September 30, 2019.Key Factors Affecting Our Results of Operations

Our results of operations are affected by the general factors affecting China's residential rental market, including, among others,China's overall economic growth and urbanization rate, level of housing prices and rental prices, growth of population with rental needs,consumption upgrade driving demand for better services, increasing usage of internet for browsing and transactions, and emergence ofco-living platforms. It is also affected by changes in regulatory environment, such as adoption of

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Table of Contentsfavorable policies supporting the growth of residential rental market. While our business is influenced by general factors affecting ourindustry, our results of operations are more directly affected by company-specific factors, including the following major factors:Number of our apartment units

Our ability to continuously expand our co-living platform and source a large number of apartment units is the basis of our rapidbusiness expansion and revenues growth. We plan to increase such number by exploring new neighborhoods in our existing cities andexpanding into new cities that are economically vibrant and have a large population with rental needs. Whether we can succeed incontinually increasing the number of our apartment units depends on the accuracy of our city-level and neighborhood-level planning aswell as the competitive landscape in the geographic areas we target. It also depends to a large extent on our efficiency in sourcingapartments, including the size and resources of our business development team and the effectiveness of our technology system in aidingour geographic expansion through analytics of multi-dimensional rental-related data.

In addition, we typically enter into four- to six-year leases with property owners of Danke Apartment and ten-year leases withproperty owners of Dream Apartment. Our ability to secure high-quality apartments on a long-term basis at locked-in cost helps usachieve promising return over the entire lifecycle.Level of rents and service fees we charge

We currently generate substantially all of our revenues from rents and service fees, and plan to offer additional value-addedservices, such as IoT smart home, moving services, financial and insurance services, new retail and other local services, which wouldincrease our service fees. The level of rents and service fees we are able to charge depends on the market rates in the geographic areaswe operate and the intensity of competition in such areas. We operate in a mix of cities in China, and some cities, in particular Beijing,Shanghai and Shenzhen, generally have higher market rents than the other cities. We utilize an Intelligent Pricing System to set pricingfor our apartment units through algorithms and big data analytics. The effectiveness of such system impacts our ability to optimizepricing.Ability to manage occupancy rate

Our results of operations are affected by our ability to manage the occupancy rate of our apartment units. After we source anapartment from the property owner, we need to renovate and furnish the apartment and seek residents to fill the apartment, which willadversely affect our occupancy rate during such period. As such, when we rapidly expand our co-living platform and acquire a largenumber of apartment units, our occupancy rate for the relevant period may be adversely affected.

We endeavor to continuously improve the quality of our apartment units and services and upgrade and diversify our product andservice offerings to appeal to more potential residents, which we believe help shorten the vacancy period of our apartment units. Theefficiency of our sales team and the effectiveness of our sales and marketing efforts, including general brand advertising and targetedmarketing campaigns to improve our brand awareness, also play an important role. As we improve the efficiency of our sales team andenhance our sales and marketing efforts, we will be able to shorten the vacancy period of our apartment units and improve ouroccupancy rate. The effectiveness of our artificial intelligence technology in making personalized recommendations also helps improveour occupancy rate.

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Table of ContentsAbility to effectively manage our operating expenses

Our ability to effectively manage our operating expenses while continuing to grow our business is essential to our results ofoperations. Rental cost collectively with pre-opening expense represent the rents we pay to the property owners, which constitute thelargest component of our operating expenses. In particular, pre-opening expense is incurred during a period in which no revenue isgenerated, and thus our ability to improve our efficiency in renovation and furnishing and reduce the average length of the pre-openingperiod is an important factor affecting our results of operations. The pre-opening period approximates the time required for renovationand furnishing. The average time for renovation and furnishing was 22.4 days, 21.1 days and 18.7 days in 2017, 2018 and the ninemonths ended September 30, 2019, respectively. Increased business scale and enhanced brand influence will improve our bargainingpower with property owners and enable us to more effectively control our rental cost. In addition, the long-term nature of our leaseswith property owners enables us to lock in rental cost with relatively low rent escalation at an early stage. Depreciation and amortizationis another major component of our operating expenses, which corresponds with our renovation and furnishing cost. Our ability tocontrol renovation and furnishing cost depends largely on our supply chain efficiency and bargaining power with our suppliers to obtainmore favorable pricing terms, which can be achieved through economies of scale. Moreover, our ability to effectively manage our salesand marketing expenses also affect our results of operations. As our business further grows, we believe we will be able to takeadvantage of increased economies of scale to further improve our operational efficiency over time.Key Operating Metrics

We regularly review a number of key operating metrics to evaluate our business and measure our performance, which are set forthin the table below.

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2016 2017 2018 2018 2019



Total 13,499 52,181 236,420 164,044 406,746


Total 13,499 52,181 236,420 164,044 406,746




Table of Contents

We operate in a mix of cities in China, and some cities, in particular Beijing, Shanghai and Shenzhen, generally have higher marketrents than the other cities. Therefore, as we expand into more cities, the average revenues per rented-out unit per month and the averageleasing cost per unit per month may fluctuate over time. On the other hand, the average rental spread (defined as the average revenuesper rented-out unit per month less the average leasing cost per unit per month) as a percentage of the average revenues per rented-outunit per month in the other cities is in general higher than in Beijing, Shanghai and Shenzhen. In the nine months ended September 30,2019, we strategically accelerated our expansion and offered rental discounts to our residents, which contributed to the decrease of theaverage rental spread as a percentage of the average revenues per rented-out unit per month from the same period in 2018.

Our EconomicsWe aim to operate our business so that each new apartment unit is accretive to our long-term financial performance. After we sign

new leases with the property owners, we need to invest in renovating and furnishing the newly sourced apartment units, which generally


Year Ended

Nine Months

Ended

September 30,

2017 2018 2018 2019

(in RMB)

Average revenues per rented-out unit per month(1) 2,439 2,352 2,408 2,155Average leasing cost per unit per month(2) 1,718 1,637 1,656 1,564(1)

Represents the revenues recognized in the period presented divided by rented-out unit days (i.e., the simple sum of the number of days we rented


month).




As of

December 31,

As of

September 30,

2017 2018 2018 2019

Occupancy rate(1) 85.8% 76.9% 82.9% 86.9%(1)

Represents the number of rented-out apartment units as a percentage of the number of opened apartment units as of a given date.


September 30,

2017 2018 2019


Represents total rents, service fees and utility charges to be recognized as our revenues under our leases with residents and corporate clients

existing as of the date specified, assuming all of these leases will be performed to the end of their terms and not renewed.

(2)The continuous increase in revenue backlog from 2017 to 2018 and further to the nine months ended September 30, 2019 was primarily driven by

the rapid expansion of our apartment network.



takes 17-21 days before they are ready for renting to our residents. Before an apartment unit is filled, we incur leasing cost to theproperty owner in addition to initial investment, without generating revenues.

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Table of ContentsWe fill our ready-to-move-in apartment units leveraging our sales and marketing efforts. After we rent out a unit, we start

collecting rents and service fees from our resident, generating a recurring stream of revenues and cash flows. At this point, the net cashflows shift from outgoing to incoming. As we generate revenues over each period after the apartment unit is filled, the cumulativeincoming cashflow will allow us to recover our initial investment after a certain period of time and start realizing returns from suchapartment unit. We refer to the amount of time required to recover the initial capital investment for the apartment units sourced in agiven period as payback period. It is calculated as the average cost for renovation and furnishing per unit for such period divided by theaverage rental spread for such period. From the first quarter of 2017 to the third quarter of 2019, the payback period for the apartmentunits sourced in each quarter typically ranged between 12 to 20 months. As we expand our scale, we will be able to improve our costefficiency, further enhance our return and shorten our payback period.

We typically sign leases for four to six years with property owners to lock in favorable terms and asset exclusivity, and one-yearleases with our residents. We are therefore able to lock in stable leasing cost over the terms of the leases with property owners and enjoypotential upside from rent increase on the resident side. In addition, as we introduce more value-added services to our residents, we willcontinue to increase the overall lifetime value of each of our apartment unit.

We intend to continue to deploy capital to grow and source new apartment units. Since we are currently in a rapid growth stage, weexpect to continue to incur upfront investment for our newly sourced apartment units. As a higher percentage of our apartment unitspass their pay-back period over time, we believe that our profitability profile will continue to improve.Key Components of Results of OperationsRevenues

We derive our revenues primarily from rents we charge for renting our apartment units to our residents and service fees forproviding various services to our residents, including cleaning, repair and maintenance, WiFi and 24/7 resident support. We have beenenriching our value-added services and began charging a monthly service fee in late 2017, which was typically 6% to 8% of the monthlyrent. We also derive revenues from other sources such as early termination fees and utilities such as water and gas. Our revenues arerecorded net of rental discounts, cash rebates and value-added tax.Operating Expenses

Our operating expenses consist of rental cost, depreciation and amortization, other operating expenses, pre-opening expense, salesand marketing expenses, general and administrative expenses, and technology and product development expenses. The following tablesets forth a breakdown of operating

90



Table of Contentsexpenses, expressed as an absolute amount and as a percentage of our total revenues, for the periods indicated:

Rental Cost. Rental cost represents the rents incurred for our opened apartment units. We typically enter into four- to six-yearleases with property owners of Danke Apartment and ten-year leases with property owners of Dream Apartment, which enables us tolock in long-term rental cost.

Depreciation and Amortization. Depreciation and amortization mainly consist of the depreciation and amortization of leaseholdimprovements, as well as appliances and furniture for the apartment units. Depreciation and amortization associated with the apartmentunits are recognized on a straight-line basis over shorter of the estimated useful lives of the assets and the lease term, starting from whenthe apartment units achieve ready-to-move-in status.

Other Operating Expenses. Other operating expenses mainly consist of (i) cost of services provided to our residents, includingapartment cleaning expenses, utilities, repair and maintenance fees and cost related to our call center, (ii) payroll cost of our businessdevelopment and supporting teams, (iii) incentives for apartment sourcing, including commissions for our business development teamas well as lead generation fees and (iv) other expenses, including transaction fees charged by third-party payment channels and others.The following table sets forth a breakdown of other operating expenses, expressed as an absolute amount and as a percentage of ourtotal revenues, for the periods indicated:


2017 2018 2018 2019

RMB % RMB US$ % RMB % RMB US$ %

(in thousands, except for percentages)

Operatingexpenses:Rental cost 511,697 77.9 2,171,755 303,840 81.2 1,300,709 77.7 4,450,199 622,606 89.0Depreciation

andamortization

98,984 15.1 373,231 52,217 14.0 227,339 13.6 790,357 110,575 15.8

Other operatingexpenses

46,456 7.1 295,141 41,292 11.0 187,436 11.2 552,859 77,348 11.1

Pre-openingexpense

62,119 9.5 270,399 37,830 10.1 181,292 10.8 186,344 26,070 3.7

Sales andmarketingexpenses

80,991 12.3 471,026 65,899 17.6 287,881 17.2 793,722 111,046 15.9

General andadministrativeexpenses

49,960 7.6 203,847 28,519 7.6 129,307 7.7 395,766 55,370 7.9

Technology andproductdevelopmentexpenses

25,194 3.8 110,954 15,523 4.1 71,281 4.3 143,601 20,091 2.9

Total 875,401 133.3 3,896,353 545,120 145.6 2,385,245 142.5 7,312,848 1,023,106 146.3


September 30,

2017 2018 2018 2019



Other operating expenses:Cost of services 5,339 0.8 96,834 13,548 3.6 63,103 3.8 252,250 35,291 5.0



Pre-Opening Expense. Pre-opening expense represents the rents incurred for our pre-opening apartment units.91

Payroll cost 23,269 3.5 105,387 14,744 3.9 70,841 4.2 124,089 17,361 2.5Incentives for apartment sourcing 7,655 1.2 31,077 4,348 1.2 18,536 1.1 57,303 8,017 1.1Other expenses 10,193 1.6 61,843 8,652 2.3 34,956 2.1 119,217 16,679 2.5

Total 46,456 7.1 295,141 41,292 11.0 187,436 11.2 552,859 77,348 11.1



Table of ContentsSales and Marketing Expenses. Sales and marketing expenses mainly consist of (i) advertising expenses, (ii) payroll cost for our

sales and sales supporting teams, (iii) incentives for apartment renting, including commissions for our sales team as well as leadgeneration fees and (iv) other sales and marketing expenses. The following table sets forth a breakdown of sales and marketingexpenses, expressed as an absolute amount and as a percentage of our total revenues, for the periods indicated:

General and Administrative Expenses. General and administrative expenses mainly include payroll cost for personnel engaged ingeneral corporate functions, professional fees and office rental expenses.

Technology and Product Development Expenses. Technology and product development expenses mainly consist of payroll andrelated expenses for personnel engaged in developing and improving rental products, technology system and IT infrastructure, as well asexpenses associated with the use of facilities and equipment for research and development, such as depreciation expenses.Interest Expenses

Interest expenses primarily consist of the interest expenses related to rent financing. We cooperate with licensed financialinstitutions to offer rent financing to certain of our residents. The typical amount financed under such arrangement is rent for 11 months,which covers the entire lease term excluding the first month. The resident makes an upfront deposit with us and pays us the first monthof rent and service fee. The financial institution makes an upfront payment equal to the rent for the rest of the resident's lease term to usand we pay the corresponding interest to the relevant financial institution. We consider such arrangement as financing activities andrecord such interest as our interest expenses. We do not directly provide any special incentives to the residents to cause them to enterinto such arrangement. We believe many of our residents choose to enter into the rent financing arrangement because it allows theresidents to make advance payment for their rent on a monthly basis in the form of loan repayment to the financial institutions, asopposed to quarterly, semi-annual or annual advance payment if they do not opt for such arrangement. 91.3%, 75.8% and 67.9% of theresidents who had valid leases with us in 2017, 2018 and the nine months ended September 30, 2019 had rent financing arrangementwith us in the respective periods indicated. Among such residents, 30.2%, 46.8% and 44.6% terminated their leases early in 2017, 2018and the nine months ended September 30, 2019, respectively. In the event of early termination or a resident's default, we will return theupfront payment for the remaining lease term to the relevant financial institution. We typically return such payment within two businessdays after the early termination or a resident's

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September 30,

2017 2018 2018 2019



Sales and marketing expenses:Advertising expenses 31,572 4.8 200,733 28,084 7.5 119,621 7.2 403,738 56,485 8.1Payroll cost 27,801 4.2 175,612 24,569 6.6 110,621 6.6 187,901 26,288 3.8Incentives for apartment renting 19,403 3.0 75,301 10,535 2.8 45,410 2.7 145,132 20,305 2.9Other expenses 2,215 0.3 19,380 2,711 0.7 12,229 0.7 56,951 7,968 1.1

Total 80,991 12.3 471,026 65,899 17.6 287,881 17.2 793,722 111,046 15.9



Table of Contentsdefault. The following table sets forth a breakdown of our interest expenses, expressed as an absolute amount and as a percentage of thetotal revenues, for the periods indicated.

TaxationCayman Islands

The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation andthere is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by thegovernment of the Cayman Islands except for stamp duties which may be applicable to instruments executed in, or after execution,brought within the jurisdiction of the Cayman Islands. In addition, the Cayman Islands does not impose withholding tax on dividendpayments.Hong Kong

Under the current Hong Kong Inland Revenue Ordinance, our Hong Kong subsidiary is subject to Hong Kong profits tax at the rateof 16.5% on its taxable income generated from the operations in Hong Kong. Payments of dividends by the Hong Kong subsidiary toour company is not subject to withholding tax in Hong Kong. A two-tiered profits tax rates regime was introduced in 2018 where thefirst HK$2 million of assessable profits earned by a company will be taxed at half of the current tax rate (8.25%) while the remainingprofits will continue to be taxed at 16.5%. There is an anti-fragmentation measure where each group will have to nominate only onecompany in the group to benefit from the progressive rates.PRC

In March 2007, the National People's Congress of China enacted the Enterprise Income Tax Law, which became effective onJanuary 1, 2008 and amended on February 24, 2017 and on December 29, 2018. The Enterprise Income Tax Law provides thatenterprises organized under the laws of jurisdictions outside China with their "de facto management bodies" located within China maybe considered PRC resident enterprises and therefore subject to the PRC enterprise income tax, or the EIT, at the rate of 25% on theirworldwide income. The Implementing Rules of the Enterprise Income Tax Law further define the term "de facto management body" asthe management body that exercises substantial and overall management and control over the business, personnel, accounts andproperties of an enterprise. Generally, our subsidiaries, our consolidated VIEs and their subsidiaries in China are subject to EIT on theirtaxable income in China at a rate of 25%. The EIT is calculated based on the entity's global income as determined under PRC tax lawsand accounting standards.

While we do not currently consider our company or any of our overseas subsidiaries to be a PRC resident enterprise, there is a riskthat the PRC tax authorities may deem our company or any of our overseas subsidiaries to be a PRC resident enterprise since asubstantial majority of the members of our management team as well as the management team of our overseas subsidiaries are locatedin

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2017 2018 2018 2019



Interest Expenses:Interest expenses related to rent

financing52,343 8.0 152,996 21,405 5.7 99,788 6.0 175,764 24,590 3.6

Other interest expenses 2,670 0.4 10,361 1,449 0.4 2,118 0.1 77,217 10,803 1.5

Total 55,013 8.4 163,357 22,854 6.1 101,906 6.1 252,981 35,393 5.1



Table of ContentsChina, in which case we or the applicable overseas subsidiaries, as the case may be, would be subject to the PRC EIT at the rate of 25%on worldwide income. If the PRC tax authorities determine that our Cayman Islands holding company is a "resident enterprise" for PRCEIT purposes, a number of unfavorable PRC tax consequences could follow.

Under the Enterprise Income Tax Law and its implementation regulations issued by the State Council, a 10% PRC withholding taxis applicable to dividends paid to investors that are nonresident enterprises, which do not have an establishment or place of business inthe PRC or which have such establishment or place of business but the dividends are not effectively connected with such establishmentor place of business, to the extent such dividends are derived from sources within the PRC.

In addition, any gain realized on the transfer of shares by such investors is also subject to PRC tax at a rate of 10%, if such gain isregarded as income derived from sources within the PRC. If we are deemed to be a PRC resident enterprise, dividends paid on ourordinary shares or ADSs, and any gain realized from the transfer of our ordinary shares or ADSs, may be treated as income derivedfrom sources within the PRC and may as a result be subject to PRC taxation.

Furthermore, if we are deemed to be a PRC resident enterprise, dividends paid to individual investors who are non-PRC residentsand any gain realized on the transfer of ADSs or ordinary shares by such investors may be subject to PRC tax at a current rate of 20%(which in the case of dividends may be withheld at source). Any PRC tax liability may be reduced under applicable tax treaties or taxarrangements between China and other jurisdictions. If we or any of our subsidiaries established outside China are considered to be aPRC resident enterprise, it is unclear whether holders of our ADSs or ordinary shares would be able to claim the benefit of income taxtreaties or agreements entered into between China and other countries or areas.

In April 2018, the Ministry of Finance, or MOF, and State Administration of Taxation, or SAT, jointly promulgated the Circular ofthe MOF and the SAT on Adjustment of Value-Added Tax Rates, or Circular 32, according to which (i) for VAT taxable sales or importsof goods originally subject to VAT rates of 17% and 11% respectively, such tax rates were adjusted to 16% and 10%, respectively and(ii) for exported goods originally subject to a tax rate of 17% and an export tax refund rate of 17%, the export tax refund rate wasadjusted to 16%. Circular 32 became effective on May 1, 2018 and superseded existing provisions which were inconsistent withCircular 32.

Pursuant to the Announcement on Relevant Policies for Deepening Value-Added Tax Reform, which was promulgated by MOF,SAT and the General Administration of Customs on March 20, 2019, where (i) for VAT taxable sales or imports of goods originallysubject to VAT rates of 16%, such tax rates shall be adjusted to 13% and (ii) for exported goods originally subject to a tax rate of 16%and an export tax refund rate of 16%, the export tax refund rate shall be adjusted to 13%.

We are subject to VAT at a rate of approximately 6% on the services and solutions we provide to our customers, less any deductibleVAT we have already paid or borne. We are also subject to surcharges on VAT payments in accordance with PRC law.Non-GAAP Financial Measures

We use EBITDA, adjusted EBITDA and adjusted net loss, each a non-GAAP financial measure, in evaluating our operating resultsand for financial and operational decision-making purposes. We believe that these measures help us identify underlying trends in ourbusiness that could otherwise be distorted by the effect of certain expenses and income that we include in net loss. We believe that thesemeasures provide useful information about our operating results, enhance the overall understanding of our past performance and futureprospects, and allow for greater visibility with respect to key metrics used by our management in its financial and operational decision-making.

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Table of ContentsEBITDA represents net loss before depreciation and amortization, interest expenses, interest income and income tax benefit

(expense).Adjusted EBITDA represents EBITDA before share-based compensation and incentives for apartment sourcing. Adjusted net loss

represents net loss before share-based compensation and incentives for apartment sourcing. Incentives for apartment sourcing consist ofcommissions and lead generation fees related to apartment sourcing. We pay commissions and lead generation fees upfront when therelevant apartment is sourced and amortize such cost on a straight-line basis over the term of the lease with the property owner, which isgenerally four to six years. Share-based compensation used in the calculation of the adjusted EBITDA and adjusted net loss representscompensation expenses in connection with the issuance of restricted shares to our co-founders. It does not, however, include the share-based compensation in connection with the repurchase in cash in January 2019 of the share options previously granted to certainemployees.

The presentation of the non-GAAP financial measures is not intended to be considered in isolation or as a substitute for thefinancial information prepared and presented in accordance with U.S. GAAP. We present the non-GAAP financial measures becausethey are used by our management to evaluate operating performance and formulate business plans. We believe that the non-GAAPfinancial measures help identify underlying trends in our business, provide further information about our results of operations, andenhance the overall understanding of our past performance and future prospects.

The non-GAAP financial measures are not defined under U.S. GAAP and are not presented in accordance with U.S. GAAP. Thenon-GAAP financial measures have limitations as analytical tools. Our non-GAAP financial measures do not reflect all items of incomeand expense that affect our operations and do not represent the residual cash flow available for discretionary expenditures. Further, thenon-GAAP measures may differ from the non-GAAP information used by other companies, including peer companies, and thereforetheir comparability may be limited. We compensate for these limitations by reconciling the non-GAAP financial measures to the nearestU.S. GAAP performance measure, both of which should be considered when evaluating performance. We encourage investors andothers to review our financial information in its entirety and not rely on a single financial measure.


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Year Ended

December 31,

Nine Months Ended

September 30,

2017 2018 2018 2019


(in thousands)

Net Loss (271,524) (1,369,749) (191,634) (812,996) (2,516,220) (352,033)Add:



EBITDA (118,470) (853,275) (119,377) (490,088) (1,522,751) (213,042)


Adjusted EBITDA (102,246) (816,390) (114,216) (467,159) (1,460,937) (204,394)



Table of Contents

Results of OperationsThe following table sets forth a summary of our consolidated results of operations for the periods indicated. This information

should be read together with our consolidated financial statements and related notes included elsewhere in this prospectus. Theoperating results in any period are not necessarily indicative of the results that may be expected for any future period.

Nine Months Ended September 30, 2019 Compared to Nine Months Ended September 30, 2018Revenues. Our revenues increased by 198.8% from RMB1,673.0 million in the nine months ended September 30, 2018 to

RMB4,999.7 million (US$699.5 million) in the same period in 2019, primarily due to an increase in opened apartment units throughorganic growth, which contributed to 176.0% of the revenue growth during the period, while the remaining 22.8%, orRMB381.4 million (US$53.4 million), of growth in our revenues in the nine months ended September 30, 2019 was due to an increasein opened apartment units through acquisition of Aishangzu in March 2019. We had 152,809 opened apartment units as ofSeptember 30, 2018 and 391,911 opened apartment units as of September 30, 2019.

Year Ended

December 31,

Nine Months Ended

September 30,

2017 2018 2018 2019


(in thousands)

Net Loss (271,524) (1,369,749) (191,634) (812,996) (2,516,220) (352,033)Add:




2017 2018 2018 2019



Revenues 656,782 100.0 2,675,031 374,251 100.0 1,673,002 100.0 4,999,740 699,489 100.0

Operating expense:

Rental cost (511,697) (77.9) (2,171,755) (303,840) (81.2) (1,300,709) (77.7) (4,450,199) (622,606) (89.0)

Depreciation and amortization (98,984) (15.1) (373,231) (52,217) (14.0) (227,339) (13.6) (790,357) (110,575) (15.8)

Other operating expenses (46,456) (7.1) (295,141) (41,292) (11.0) (187,436) (11.2) (552,859) (77,348) (11.1)

Pre-opening expense (62,119) (9.5) (270,399) (37,830) (10.1) (181,292) (10.8) (186,344) (26,070) (3.7)

Sales and marketing expenses (80,991) (12.3) (471,026) (65,899) (17.6) (287,881) (17.2) (793,722) (111,046) (15.9)

General and administrative expenses (49,960) (7.6) (203,847) (28,519) (7.6) (129,307) (7.7) (395,766) (55,370) (7.9)

Technology and product development

expenses(25,194) (3.8) (110,954) (15,523) (4.1) (71,281) (4.3) (143,601) (20,091) (2.9)

Operating loss (218,619) (33.3) (1,221,322) (170,869) (45.6) (712,243) (42.5) (2,313,108) (323,617) (46.3)

Change in fair value of convertible loan (441) (0.1) (6,962) (974) (0.3) (6,962) (0.4) � � �

Interest expense (55,013) (8.4) (163,357) (22,854) (6.1) (101,906) (6.1) (252,981) (35,393) (5.1)

Interest income 831 0.1 20,226 2,830 0.8 6,449 0.4 47,702 6,674 1.0

Investment income 1,606 0.2 1,778 249 0.1 1,778 0.1 � � �

Loss before income taxes (271,636) (41.5) (1,369,637) (191,618) (51.1) (812,884) (48.5) (2,518,387) (352,336) (50.4)

Income tax benefit (expense) 112 0.0 (112) (16) (0.0) (112) (0.0) 2,167 303 0.0

Net loss (271,524) (41.5) (1,369,749) (191,634) (51.1) (812,996) (48.5) (2,516,220) (352,033) (50.4)



Operating expenses. Our total operating expenses increased by 206.6% from RMB2,385.2 million in the nine months endedSeptember 30, 2018 to RMB7,312.8 million (US$1,023.1 million) in the same period in 2019, primarily driven by a 188.8% increase inoperating expenses due to the expansion of

96



Table of Contentsour apartment network through organic growth and a 17.8% increase in operating expenses due to acquisition of Aishangzu in March2019, which resulted in additional operating expenses of RMB424.7 million (US$59.4 million) in the nine months ended September 30,2019.

�� Rental cost. Our rental cost increased by 242.1% from RMB1,300.7 million in the nine months ended September 30,2018 to RMB4,450.2 million (US$622.6 million) in the same period in 2019, primarily due to an increase in the numberof opened apartment units. Our rental cost as a percentage of our revenues increased from 77.7% in the nine monthsended September 30, 2018 to 89.0% in the same period in 2019 as we strategically accelerated the expansion of our co-living platform and sourced a large number of new apartment units towards the end of 2018.

�� Depreciation and amortization. Our depreciation and amortization increased by 247.7% from RMB227.3 million in thenine months ended September 30, 2018 to RMB790.4 million (US$110.6 million) in the same period in 2019, primarilydue to an increase in the number of apartment units we renovated and opened.

�� Other operating expenses. Our other operating expenses increased by 195.0% from RMB187.4 million in the ninemonths ended September 30, 2018 to RMB552.9 million (US$77.3 million) in the same period in 2019, primarily due to(i) an increase in the cost of services provided to our residents from RMB63.1 million in the nine months endedSeptember 30, 2018 to RMB252.3 million (US$35.3 million) in the same period in 2019, which was in line with ourbusiness expansion, (ii) an increase in payroll cost from RMB70.8 million to RMB124.1 million (US$17.4 million),primarily due to an increase in headcounts and (iii) an increase in incentives for apartment sourcing fromRMB18.5 million in the nine months ended September 30, 2018 to RMB57.3 million (US$8.0 million) in the sameperiod in 2019, as we incurred additional commissions and lead generation fees in sourcing more apartments.

�� Pre-opening expense. Our pre-opening expense increased by 2.8% from RMB181.3 million in the nine months endedSeptember 30, 2018 to RMB186.3 million (US$26.1 million) in the same period of 2019. The increase was primarilyattributable to an increase in the number of pre-opening apartment units during the period.

�� Sales and marketing expenses. Our sales and marketing expenses increased by 175.7% from RMB287.9 million in thenine months ended September 30, 2018 to RMB793.7 million (US$111.0 million) in the same period in 2019, primarilydue to (i) an increase in the advertising expenses from RMB119.6 million to RMB403.7 million (US$56.5 million) as weincreased our advertising efforts in both online and offline channels, such as placing more advertisements on socialmedia and third-party rental listing platforms and in offline public venues to increase our brand awareness and prepareus for future expansion, (ii) an increase in payroll cost from RMB110.6 million to RMB187.9 million (US$26.3 million),primarily due to an increase in headcounts and (iii) an increase in incentives for apartment renting fromRMB45.4 million to RMB145.1 million (US$20.3 million), as we incurred additional commissions and lead generationfees in renting out our apartment units.

�� General and administrative expenses. Our general and administrative expenses increased by 206.1% fromRMB129.3 million in the nine months ended September 30, 2018 to RMB395.8 million (US$55.4 million) in the sameperiod in 2019, primarily due to the hiring of additional personnel for general corporate functions at our headquartersand for regional managerial role.



�� Technology and product development expenses. Our technology and product development expenses increased by101.5% from RMB71.3 million in the nine months ended September 30, 2018 to RMB143.6 million (US$20.1 million)in the same period in 2019, primarily due to the expansion of our technology team with additional experienced researchand development personnel to develop our technology system and improve our product and service offerings.

97



Table of ContentsOperating loss. As a result of the foregoing, our total operating loss increased by 224.8% from RMB712.2 million in the nine

months ended September 30, 2018 to RMB2,313.1 million (US$323.6 million) in the same period in 2019.Change in fair value of convertible loan. We recorded a change in fair value of convertible loan of RMB7.0 million in the nine

months ended September 30, 2018, which reflected the change in fair value of the convertible loan between the issuance date and theconversion date and nil in the nine months ended September 30, 2019.

Interest expenses. Our interest expenses increased by 148.3% from RMB101.9 million in the nine months ended September 30,2018 to RMB253.0 million (US$35.4 million) in the nine months ended September 30, 2019, primarily due to (i) an increase in interestexpenses related to rent financing from RMB99.8 million to RMB175.8 million (US$24.6 million), which was driven by the increase inthe number of residents who opted for rent financing as we rented out more apartment units and (ii) an increase in interest expensesrelated to bank loans from RMB2.1 million in the nine months ended September 30, 2018 to RMB77.2 million (US$10.8 million) in thenine months ended September 30, 2019.

Interest income. Our interest income was RMB6.4 million in the nine months ended September 30, 2018 and RMB47.7 million(US$6.7 million) in the nine months ended September 30, 2019, which was primarily generated from our bank deposits.

Investment income. Our investment income was RMB1.8 million in the nine months ended September 30, 2018, primarily relatedto the wealth management products we purchased, and nil in the nine months ended September 30, 2019.

Loss before income taxes. As a result of the foregoing, our loss before income taxes increased by 209.8% fromRMB812.9 million in the nine months ended September 30, 2018 to RMB2,518.4 million (US$352.3 million) in the same period in2019.

Income tax benefit (expense). Our income tax expense was RMB0.1 million in the nine months ended September 30, 2018 andwe recorded an income tax benefit of RMB2.2 million (US$0.3 million) in the nine months ended September 30, 2019.

Net loss. As a result of the foregoing, our net loss increased by 209.5% from RMB813.0 million in the nine months endedSeptember 30, 2018 to RMB2,516.2 million (US$352.0 million) in the same period in 2019.Year Ended December 31, 2018 Compared to Year Ended December 31, 2017

Revenues. Our revenues increased by 307.3% from RMB656.8 million in 2017 to RMB2,675.0 million (US$374.3 million) in2018, primarily driven by an expansion of our apartment network. We had 48,671 opened apartment units as of December 31, 2017 and209,413 opened apartment units as of December 31, 2018.

Operating expenses. Our total operating expenses increased by 345.0% from RMB875.5 million in 2017 to RMB3,896.3 million(US$545.1 million) in 2018, as we increased the number of apartment units we operated and expanded to three additional cities in 2018.

�� Rental cost. Our rental cost increased by 324.4% from RMB511.7 million in 2017 to RMB2,171.8 million(US$303.8 million) in 2018, primarily due to an increase in the number of opened apartment units.

98



Table of Contents�� Depreciation and amortization. Our depreciation and amortization increased by 277.0% from RMB99.0 million in 2017

to RMB373.2 million (US$52.2 million) in 2018, primarily due to an increase in the number of apartment units werenovated and opened.

�� Other operating expenses. Our other operating expenses increased by 534.6% from RMB46.5 million in 2017 toRMB295.1 million (US$41.3 million) in 2018, primarily due to (i) an increase in the cost of services provided to ourresidents from RMB5.3 million in 2017 to RMB96.8 million (US$13.5 million) in 2018, as we enhanced our serviceofferings and scaled up our business, (ii) an increase in payroll cost from RMB23.3 million to RMB105.4 million(US$14.7 million), primarily due to an increase in headcounts and (iii) an increase in incentives for apartment sourcingfrom RMB7.7 million in 2017 to RMB31.1 million (US$4.3 million) in 2018, as we incurred additional commissionsand lead generation fees in sourcing more apartments.

�� Pre-opening expense. Our pre-opening expense increased by 335.4% from RMB62.1 million in 2017 toRMB270.4 million (US$37.8 million) in 2018, as we strategically sourced a substantial number of apartments in 2018,particularly in the fourth quarter of 2018, in preparation for the first half of 2019.

�� Sales and marketing expenses. Our sales and marketing expenses increased by 481.5% from RMB81.0 million in 2017to RMB471.0 million (US$65.9 million) in 2018, primarily due to (i) an increase in the advertising expenses fromRMB31.6 million to RMB200.7 million (US$28.1 million) as we increased our advertising efforts in both online andoffline channels, such as placing more advertisements on third-party rental listing platforms and in offline public venuesto increase our brand awareness and prepare us for future expansion, (ii) an increase in payroll cost fromRMB27.8 million to RMB175.6 million (US$24.6 million), primarily due to an increase in headcounts and (iii) anincrease in incentives for apartment renting from RMB19.4 million to RMB75.3 million (US$10.5 million), as weincurred additional commissions and lead generation fees in renting out our apartment units.

�� General and administrative expenses. Our general and administrative expenses increased by 307.6% fromRMB50.0 million in 2017 to RMB203.8 million (US$28.5 million) in 2018, primarily due to hiring of additionalpersonnel for general corporate functions at our headquarters and for regional managerial role.

�� Technology and product development expenses. Our technology and product development expenses increased by340.5% from RMB25.2 million in 2017 to RMB111.0 million (US$15.5 million) in 2018, primarily due to the expansionof our technology team with additional experienced research and development personnel to develop our technologysystem and improve our service and product offerings.

Operating loss. As a result of the foregoing, our total operating loss increased by 458.7% from RMB218.6 million in 2017 toRMB1,221.3 million (US$170.9 million) in 2018.

Change in fair value of convertible loan. We recorded a change in fair value of convertible loan of RMB0.4 million in 2017 andRMB7.0 million (US$1.0 million) in 2018, which reflected the change in fair value of the convertible loan.

Interest expenses. Our interest expenses increased by 197.1% from RMB55.0 million in 2017 to RMB163.4 million(US$22.9 million) in 2018, primarily due to an increase in interest expense related to rent financing from RMB52.3 million toRMB153.0 million (US$21.4 million). Such increase was driven by the increase in the number of residents who opted for rent financingas we rented out more apartment units.

99



Table of ContentsInterest income. Our interest income was RMB0.8 million in 2017 and RMB20.2 million (US$2.8 million) in 2018, which was

primarily generated from our bank deposits.Investment income. Our investment income was RMB1.6 million in 2017 and RMB1.8 million (US$0.2 million) in 2018,

primarily related to the wealth management product we purchased.Loss before income taxes. As a result of the foregoing, our loss before income taxes increased by 404.3% from

RMB271.6 million in 2017 to RMB1,369.6 million (US$191.6 million) in 2018.Income tax benefit/(expense). Our income tax expense was RMB0.1 million in 2017 and we recorded an income tax benefit of

RMB0.1 million (US$16 thousand) in 2018.Net loss. As a result of the foregoing, our net loss increased by 404.5% from RMB271.5 million in 2017 to RMB1,369.7 million

(US$191.6 million) in 2018.Quarterly Operating Metrics

As of

December 31,

2016

March 31,

2017

June 30,

2017

September 30,

2017

December 31,

2017

March 31,

2018

June 30,

2018

September 30,

2018

December 31,

2018

March 31,

2019

June 30,

2019

September 30,

2019

Number of

cities in

which we

operated

3 3 4 5 6 8 8 9 9 9 10 13

Number of

apartment

units we

operated

(by

status):

Pre-

opening

apartment

units(1)

633 1,142 3,360 4,657 3,510 10,593 13,876 11,235 27,007 15,012 5,160 14,835

Opened

apartment

units(2)12,866 14,577 20,596 33,142 48,671 62,585 95,817 152,809 209,413 270,337 341,213 391,911

Total 13,499 15,719 23,956 37,799 52,181 73,178 109,693 164,044 236,420 285,349 346,373 406,746

Number of

apartment

units we

operated

(by city

category):

Beijing,

Shanghai

and

Shenzhen

13,499 15,719 23,443 35,377 46,472 59,974 82,504 114,519 152,630 176,746 192,268 213,866

Other

cities0 0 513 2,422 5,709 13,204 27,189 49,525 83,790 108,603 154,105 192,880

Total 13,499 15,719 23,956 37,799 52,181 73,178 109,693 164,044 236,420 285,349 346,373 406,746



100



Three Months Ended

March 31,

2017

June 30,

2017

September 30,

2017

December 31,

2017

March 31,

2018

June 30,

2018

September 30,

2018

December 31,

2018

March 31,

2019

June 30,

2019

September 30,

2019

(in RMB)

Average

revenues

per

rented-

out unit

per

month(1)

2,291 2,399 2,474 2,480 2,484 2,431 2,362 2,264 2,225 2,166 2,108

Average

leasing

cost per

unit per

month(2)

1,640 1,694 1,737 1,739 1,715 1,672 1,620 1,609 1,599 1,567 1,539

(1)Represents the revenues recognized in the period presented divided by rented-out unit days (i.e., the simple sum of the number of days we rented


month).






Table of ContentsSelected Quarterly Results of Operations

The following tables set forth our historical unaudited consolidated quarterly results of operations for the periods indicated. Youshould read the following tables in conjunction with our audited consolidated financial statements and related notes included elsewherein this prospectus. We have prepared the consolidated quarterly financial information on the same basis as our audited consolidatedfinancial statements. The consolidated quarterly financial information includes all normal recurring adjustments that we considernecessary for a fair representation of our operating results for the quarters presented.

For the Three Months Ended

March 31,

2017

June 30,

2017

September 30,

2017

December 31,

2017

March 31,

2018

June 30,

2018

September 30,

2018

December 31,

2018

March 31,

2019

June 30,

2019

September 30,

2019

(in RMB thousands)

Revenues 81,942 117,578 188,168 269,094 350,510 527,296 795,196 1,002,029 1,193,770 1,746,381 2,059,589

Operating

expenses:

Rental cost (66,749) (87,822) (140,457) (216,669) (285,523) (402,263) (612,923) (871,046) (1,167,613) (1,572,783) (1,709,803)

Depreciation

and

amortization

(14,532) (18,088) (27,100) (39,264) (50,910) (74,791) (101,638) (145,892) (196,513) (275,972) (317,872)

Other operating

expenses(8,072) (10,564) (13,656) (14,164) (34,226) (67,428) (85,782) (107,705) (121,884) (166,792) (264,183)

Pre-opening

expense(2,888) (10,450) (24,454) (24,327) (31,081) (56,643) (93,568) (89,107) (83,321) (32,399) (70,624)

Sales and

marketing

expenses

(9,181) (12,222) (21,955) (37,633) (49,427) (91,803) (146,651) (183,145) (225,920) (260,172) (307,630)

General and

administrative

expenses

(6,562) (9,446) (11,940) (22,012) (25,362) (36,870) (67,075) (74,540) (113,109) (147,135) (135,522)

Technology and

product

development

expenses

(2,767) (4,342) (6,886) (11,199) (13,178) (22,511) (35,592) (39,673) (48,608) (45,187) (49,806)

Operating loss (28,809) (35,356) (58,280) (96,174) (139,197) (225,013) (348,033) (509,079) (763,198) (754,059) (795,851)

Change in fair

value of

convertible

loan

(441) � � � (2,873) (4,089) � � � � �

Interest expense (8,114) (10,756) (15,710) (20,433) (23,375) (32,276) (46,255) (61,451) (73,520) (89,579) (89,882)

Interest income 24 173 598 36 1,005 1,828 3,616 13,777 20,477 20,754 6,471

Investment

income� � 631 975 1,778 � � � � � �

Loss before

income taxes(37,340) (45,939) (72,761) (115,596) (162,662) (259,550) (390,672) (556,753) (816,241) (822,884) (879,262)

Income tax

benefit/

(expense)

�� 112 (112) �� 2,167 ��

Net loss (37,340) (45,939) (72,761) (115,484) (162,774) (259,550) (390,672) (556,753) (816,241) (820,717) (879,262)



101



Table of ContentsWe are subject to seasonality in our business. We typically experience a lower level of rental around lunar year-end when a large

number of migrants return to their hometowns to celebrate the Chinese New Year, resulting in slower quarter-over-quarter growth inrevenues in the first quarter. We generally rent out a higher number of apartment units during the graduation season when collegestudents start to look for off-campus rental apartments, leading to higher quarter-over-quarter growth in revenues in the second and thirdquarter. Given the rapid growth of our business during the periods presented, the quarterly results of operations may not fully reflect theimpact of seasonality. Our operating expenses continued to increase over the past eleven quarters as we grew our business and expandedour apartment network. The pre-opening expense in the second quarter of 2019 was lower than the first quarter of 2019 and the secondquarter of 2018 primarily because we strategically sourced a substantial number of apartments in the fourth quarter of 2018 inpreparation for the first half of 2019, resulting in a lower number of pre-opening apartment units in the second quarter of 2019. As wesourced an increasing number of apartments in the third quarter of 2019, the pre-opening expenses picked up.


March 31,

2017

June 30,

2017

September 30,

2017

December 31,

2017

March 31,

2018

June 30,

2018

September 30,

2018

December 31,

2018

March 31,

2019

June 30,

2019

September 30,

2019

(in RMB thousands)

Other

operating

expenses:

Cost of

services950 1,262 1,434 1,693 11,335 26,418 25,350 33,731 56,603 65,861 129,786

Payroll cost 4,385 5,713 7,238 5,933 13,529 24,522 32,790 34,546 36,877 44,324 42,888

Incentives

for

apartment

sourcing

1,023 1,305 2,134 3,193 3,842 5,597 9,097 12,541 15,628 18,319 23,356

Other

expenses1,714 2,284 2,850 3,345 5,520 10,891 18,545 26,887 12,776 38,288 68,153

Total 8,072 10,564 13,656 14,164 34,226 67,428 85,782 107,705 121,884 166,792 264,183


March 31,

2017

June 30,

2017

September 30,

2017

December 31,

2017

March 31,

2018

June 30,

2018

September 30,

2018

December 31,

2018

March 31,

2019

June 30,

2019

September 30,

2019

(in RMB thousands)

Sales and

marketing

expenses:

Advertising

expenses2,396 4,305 8,847 16,024 22,549 39,190 57,882 81,112 120,264 133,720 149,754

Payroll cost 3,073 3,801 7,501 13,426 17,181 36,234 57,206 64,991 58,665 57,794 71,442

Incentives

for

apartment

renting

3,036 3,613 5,251 7,503 9,251 14,065 22,094 29,891 37,434 45,564 62,134

Other

expenses676 503 356 680 446 2,314 9,469 7,151 9,557 23,094 24,300

Total 9,181 12,222 21,955 37,633 49,427 91,803 146,651 183,145 225,920 260,172 307,630



Liquidity and Capital ResourcesOur primary sources of liquidity have been upfront payment from financial institutions in connection with rent financing, advance

from our residents, issuance of equity securities and bank loans to our onshore entities guaranteed by our offshore entities, which havehistorically been sufficient to meet our working capital and capital expenditure requirements.

As of December 31, 2018 and September 30, 2019, we had cash of RMB1,087.3 million (US$152.1 million) andRMB376.5 million (US$52.7 million), respectively, and restricted cash of

102


March 31,

2017

June 30,

2017

September 30,

2017

December 31,

2017

March 31,

2018

June 30,

2018

September 30,

2018

December 31,

2018

March 31,

2019

June 30,

2019

September 30,

2019

(in RMB thousands)

Interest

expenses:

Interest

expenses

related to

rent

financing

7,317 10,097 15,084 19,845 22,820 31,659 45,309 53,208 50,066 61,398 64,300

Other

interest

expenses

797 659 626 588 555 617 946 8,243 23,454 28,181 25,582

Total 8,114 10,756 15,710 20,433 23,375 32,276 46,255 61,451 73,520 89,579 89,882



Table of ContentsRMB1,378.3 million (US$192.8 million) and RMB1,921.3 million (US$268.8 million), respectively. Our restricted cash representedcash deposited with the banks in connection with borrowings from the banks and with financial institutions that offer rent financing.

The expansion of our apartment network involves significant capital outlay, including capital required for sourcing, renovating andfurnishing our apartment units and paying deposits and rents to property owners. Due to our rapid expansion, we had net cash used inoperating activities of RMB114.6 million, RMB1,164.2 million (US$162.9 million) and RMB1,629.3 million (US$227.9 million) in2017, 2018 and the nine months ended September 30, 2019, respectively. While advance rent payments from our residents is animportant source of our operating cash inflow, we also cooperated with financial institutions that provide rent financing to our residentsand make upfront payments to us. Such arrangements, while financing activities in substance and recorded as cash inflow fromfinancing activities, constitute an important source of cash inflow to support our business operation. As of September 30, 2019, we hadupfront payment from financial institutions in connection with rent financing of RMB3,105.7 million (US$434.5 million) and advancefrom our residents of RMB794.3 million (US$111.1 million). 91.3%, 75.8% and 67.9% of the residents who had valid leases with us in2017, 2018 and the nine months ended September 30, 2019 had rent financing arrangement with us in the respective periods indicated.The substantial decrease in such percentage was primarily due to our strategy to enhance our cooperation with more reputable financialinstitutions that offer lower interest rate and have more stringent credit assessment procedures. We do not expect that the downwardtrend will have a material adverse effect on our prospective liquidity since we can receive advance payment of rents and deposits froman increasing number of residents who choose not to utilize rent financing and we have diversified funding sources, including bankborrowings, to maintain our liquidity. If our residents early terminate their leases with us, we may be required to return applicableupfront payments to relevant financial institution or return applicable advance rent payment to the residents. In 2017, 2018 and thenine months ended September 30, 2019, the total amount of upfront payment that we returned to financial institutions in the event ofearly termination of the leases or defaults by the residents on loan repayment was RMB436.6 million, RMB1,757.1 million(US$245.8 million) and RMB1,759.4 million (US$246.1 million), respectively. However, we expect to be able to rent out the vacatedapartment units to new residents within a relatively short period of time and collect advance rent payments from the new residents, orreceive new upfront payments from financial institutions if the new residents decide to use rent financing solution. As such, we do notbelieve we have significant liquidity risk due to our net current liabilities.

We believe that our current cash and cash equivalents and anticipated cash flows from operating activities and financing activitieswill be sufficient to meet our anticipated working capital requirements and capital expenditures in the ordinary course of business forthe next 12 months. We may, however, need additional cash resources in the future if we experience changes in business conditions orother developments, or if we find and wish to pursue opportunities for investments, acquisitions, capital expenditures or similar actions.If we determine that our cash requirements exceed the amount of cash and cash equivalents we have on hand at the time or decide toenhance our liquidity position or increase our cash reserve for expansion of our apartment network or other operational needs, we mayseek to issue equity or debt securities or enter into additional credit facilities. The issuance and sale of additional equity would result infurther dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result inoperating covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or on termsacceptable to us, if at all. See "Risk Factors�Risks Relating to Our Business and Industry�Our business requires significant capital toexpand our apartment network and renovate and furnish our apartments. Inability to obtain capital through financing or other sources onfavorable terms in a timely manner or at all would materially and adversely affect our business, results of operations, financial conditionand growth prospects."

Our ability to manage our working capital, including receivables and other assets and liabilities and accrued liabilities, maymaterially affect our financial condition and results of operations.

103



Table of ContentsThe following table sets forth a summary of our cash flows for the periods indicated:

Operating ActivitiesNet cash used in operating activities was RMB1,629.3 million (US$227.9 million) in the nine months ended September 30, 2019.Net cash used in operating activities was RMB1,164.2 million (US$162.9 million) in 2018, primarily due to our net loss of

RMB1,369.7 million (US$191.6 million), adjusted for (i) depreciation and amortization of RMB373.2 million (US$52.2 million) and(ii) changes in operating assets and liabilities. Adjustment for changes in operating assets and liabilities primarily consisted of (i) anincrease in deposit to landlords of RMB311.3 million (US$43.5 million), (ii) an increase in advance to landlords of RMB238.7 million(US$33.4 million), (iii) in increase in prepayments and other current assets of RMB222.6 million (US$31.1 million) and (iv) an increasein other non-current assets of RMB156.6 million (US$21.9 million) which was partially offset by (i) an increase in current and non-current deposits from residents of RMB235.7 million (US$33.0 million) and (ii) an increase in advance from residents ofRMB173.9 million (US$24.3 million).

Net cash used in operating activities was RMB114.6 million in 2017, primarily due to our net loss of RMB271.5 million, adjustedfor (i) depreciation and amortization of RMB99.0 million and (ii) changes in operating assets and liabilities. Adjustment for changes inoperating assets and liabilities primarily consisted of (i) an increase in deposit to landlords of RMB78.8 million, (ii) an increase inadvance to landlords of RMB44.8 million and (iii) an increase in other non-current assets of RMB35.3 million which was partiallyoffset by (i) an increase in advance from residents of RMB91.1 million and (ii) an increase in current and non-current deposits fromresidents of RMB75.3 million.Investing Activities

Net cash used in investing activities was RMB1,668.8 million (US$233.5 million) in the nine months ended September 30, 2019,which was primarily attributable to (i) purchase of property and equipment, mainly leasehold improvements and purchase of furnitureand appliances, of RMB1,595.8 million (US$223.3 million), (ii) investment in term deposits of RMB137.7 million (US$19.3 million)and (iii) payment for business acquisition of RMB196.9 million (US$27.6 million).

Net cash used in investing activities was RMB1,324.0 million (US$185.2 million) in 2018, which was primarily attributable to(i) purchase of property and equipment, mainly leasehold improvements and purchase of furniture and appliances, ofRMB1,291.5 million (US$180.7 million), (ii) investment in term deposits of RMB137.3 million (US$19.2 million) and (iii) purchase ofshort-term investment of

104


September 30,

2017 2018 2018 2019


(in thousands)

Net cash used in operating activities (114,578) (1,164,248) (162,884) (697,813) (1,629,289) (227,945)Net cash used in investing activities (489,282) (1,324,021) (185,237) (502,153) (1,668,826) (233,478)Net cash provided by financing activities 822,440 4,692,659 656,527 2,151,819 3,081,858 431,168Net increase (decrease) in cash and

restricted cash212,470 2,251,532 315,001 1,023,885 (167,746) (23,468)

Cash and restricted cash at the beginningof the period

1,532 214,002 29,940 214,002 2,465,534 344,941

Cash and restricted cash at the end of theperiod

214,002 2,465,534 344,941 1,237,887 2,297,788 321,473



Table of ContentsRMB80.0 million (US$11.2 million), which was partially offset by proceeds from sales of short-term investment of RMB231.9 million(US$32.4 million).

Net cash used in investment activates was RMB489.3 million in 2017, which was primarily attributable to (i) purchase of propertyand equipment of RMB340.8 million and (ii) purchase of short-term investments of RMB490.1 million, which was partially offset byproceeds from sales of short-term investments of RMB341.6 million.Financing Activities

Net cash provided by financing activities was RMB3,081.9 million (US$431.2 million) in the nine months ended September 30,2019, which was primarily attributable to (i) proceeds from bank borrowings of RMB6,408.5 million (US$896.6 million), includingRMB5,060.9 million (US$708.0 million) of upfront payments from financial institutions relating to rent financing and (ii) proceedsfrom series C-2 redeemable convertible preferred shares of RMB1,500.4 million (US$209.9 million), which was partially offset byrepayment of bank borrowings of RMB4,780.7 million (US$668.8 million).

Net cash provided by financing activities was RMB4,692.7 million (US$656.5 million) in 2018, which was primarily attributableto (i) proceeds from bank borrowings of RMB5,637.6 million (US$788.7 million), including RMB4,497.1 million (US$629.2 million)of upfront payments from financial institution relating to rent financing, and (ii) proceeds from series B-1, B-2 and C redeemableconvertible preferred shares and convertible loan of RMB2,546.4 million (US$356.3 million), which was partially offset by repaymentof bank borrowings of RMB3,501.6 million (US$489.9 million).

Net cash provided by financing activities was RMB822.4 million in 2017, which was primarily attributable to proceeds from bankborrowings of RMB1,725.5 million, including RMB1,725.5 million of upfront payments from financial institution relating to rentfinancing, which was partially offset by repayment of bank borrowings of RMB1,002.6 million.Capital Expenditures

We made capital expenditures of RMB340.8 million, RMB1,293.7 million (US$181.0 million) and RMB1,595.8 million(US$223.3 million) in 2017, 2018 and the nine months ended September 30, 2019, respectively. Our capital expenditures were primarilyin connection with renovation and furnishing of our apartment units. We will continue to make capital expenditures to meet the expectedgrowth of our business.Contractual Obligations and Commitments

The following table sets forth our contractual obligations and commitments as of September 30, 2019. Such contractual obligationsand commitments were incurred by leasing of apartments and offices under non-cancellable operating leases and our long-termborrowings.

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Total

Less

than

1 Year

1 - 3

Years

More

than

3 Years

RMB US$ RMB

(in thousands)

Apartments 26,501,767 3,707,734 7,501,973 11,849,918 7,149,876Offices 67,510 9,445 40,750 26,679 81Long-term borrowings 232,566 32,537 26,119 206,447 �



Table of ContentsOff-Balance Sheet Arrangements

We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties.We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder's equity, or that are notreflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferredto an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest inany unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or researchand development services with us.Holding Company Structure

We are a holding company with no material operations of our own. We conduct our operations through our subsidiaries,consolidated VIEs and our subsidiaries in China. As a result, our ability to pay dividends depends upon dividends paid by our PRCsubsidiaries. If our existing PRC subsidiaries or any newly formed ones incur debt on their behalf in the future, the instrumentsgoverning their debt may restrict their ability to pay dividends to us. In addition, our wholly foreign-owned subsidiary in China ispermitted to pay dividends to us only out of its retained earnings, if any, as determined in accordance with PRC accounting standardsand regulations. Under PRC law, each of our subsidiaries, our consolidated VIE and its subsidiaries in China are required to set aside atleast 10% of its after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of itsregistered capital. In addition, our wholly foreign-owned subsidiary in China may allocate a portion of its after-tax profits based on PRCaccounting standards to enterprise expansion funds and staff bonus and welfare funds at its discretion, and our consolidated VIE and itssubsidiaries may allocate a portion of its after-tax profits based on PRC accounting standards to a discretionary surplus fund at theirdiscretion. The statutory reserve funds and the discretionary funds are not distributable as cash dividends. Remittance of dividends by awholly foreign-owned company out of China is subject to examination by the banks designated by SAFE. Our PRC subsidiaries havenot paid dividends and will not be able to pay dividends until they generate accumulated profits and meet the requirements for statutoryreserve funds.Inflation

Since inception, inflation in China has not materially affected our results of operations. According to the National Bureau ofStatistics of China, the year-over-year percent changes in the consumer price index for December 2017 and 2018 were increases of 1.8%and 1.9%, respectively. Although we have not been materially affected by inflation in the past, we may be affected if China experienceshigher rates of inflation in the future.Quantitative and Qualitative Disclosures about Market RiskForeign Exchange Risk

Substantially all of our revenues and expenses are denominated in Renminbi. The functional currency of our subsidiaries in thePRC, the consolidated VIEs and their subsidiaries is the Renminbi. We use Renminbi as our reporting currency. Monetary assets andliabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates ofexchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are convertedinto functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses arerecognized in the consolidated statements of comprehensive loss.

We do not believe that we currently have any significant direct foreign exchange risk and have not used any derivative financialinstruments to hedge exposure to such risk. Although in general our

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Table of Contentsexposure to foreign exchange risks should be limited, the value of your investment in our ADSs will be affected by the exchange ratebetween the U.S. dollar and the Renminbi because the value of our business is effectively denominated in Renminbi, while our ADSswill be traded in U.S. dollars.

The conversion of Renminbi into foreign currencies, including U.S. dollars, is based on rates set by the PBOC. The PRCgovernment allowed the Renminbi to appreciate by more than 20% against the U.S. dollar between July 2005 and July 2008. BetweenJuly 2008 and June 2010, the exchange rate between the Renminbi and the U.S. dollar had been stable and traded within a narrow band.Since June 2010, the Renminbi has fluctuated against the U.S. dollar, at times significantly and unpredictably. On November 30, 2015,the Executive Board of the International Monetary Fund (IMF) completed the regular five-year review of the basket of currencies thatmake up the Special Drawing Right, or the SDR, and decided that with effect from October 1, 2016, Renminbi is determined to be afreely usable currency and will be included in the SDR basket as a fifth currency, along with the U.S. dollar, the Euro, the Japanese yenand the British pound. In the fourth quarter of 2016, the Renminbi has depreciated significantly in the backdrop of a surging U.S. dollarand persistent capital outflows of China. This depreciation halted in 2017, and the Renminbi appreciated approximately 7% against theU.S. dollar during this one-year period. Starting from the beginning of 2019, the Renminbi has depreciated significantly against theU.S. dollar again. In early August 2019, the PBOC set the Renminbi's daily reference rate at RMB7.0039 to US$1.00, the first time thatthe exchange rate of Renminbi to U.S. dollar exceeded 7.0 since 2008. With the development of the foreign exchange market andprogress towards interest rate liberalization and Renminbi internationalization, the PRC government may in the future announce furtherchanges to the exchange rate system, and we cannot assure you that the Renminbi will not appreciate or depreciate significantly in valueagainst the U.S. dollar in the future. It is difficult to predict how market forces or PRC or U.S. government policy may impact theexchange rate between the Renminbi and the U.S. dollar in the future.

To the extent that we need to convert U.S. dollars into Renminbi for our operations, appreciation of the Renminbi against the U.S.dollar would have an adverse effect on the Renminbi amount we receive from the conversion. Conversely, if we decide to convertRenminbi into U.S. dollars for the purpose of making payments for dividends on our ordinary shares or ADSs or for other businesspurposes, appreciation of the U.S. dollar against the Renminbi would have a negative effect on the U.S. dollar amounts available to us.

We estimate that we will receive net proceeds of approximately US$ million from this offering if the underwriters do notexercise their option to purchase additional ADSs, after deducting underwriting discounts and commissions and the estimated offeringexpenses payable by us. Assuming that we convert the full amount of the net proceeds from this offering into Renminbi, a 10%appreciation of the U.S. dollar against the Renminbi, from the exchange rate of RMB for US$1.00 as of , 2019 to a rate ofRMB to US$1.00, will result in an increase of RMB million in our net proceeds from this offering. Conversely, a 10%depreciation of the U.S. dollar against the Renminbi, from the exchange rate of RMB for US$1.00 as of , 2019 to a rate ofRMB to US$1.00, will result in a decrease of RMB million in our net proceeds from this offering.Interest rate risk

We have not been exposed to material risks due to changes in market interest rates, and we have not used any derivative financialinstruments to manage our interest risk exposure. However, we cannot provide assurance that we will not be exposed to material risksdue to changes in market interest rate in the future.

After the completion of this offering, we may invest the net proceeds we receive from the offering in interest-earning instruments.Investments in both fixed rate and floating rate interest earning instruments carry a degree of interest rate risk. Fixed rate securities mayhave their fair market value

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Table of Contentsadversely impacted due to a rise in interest rates, while floating rate securities may produce less income than expected if interest ratesfall.Critical Accounting Policies, Judgments and Estimates

We prepare our financial statements in conformity with U.S. GAAP, which requires us to make judgments, estimates andassumptions. We continually evaluate these estimates and assumptions based on the most recently available information, our ownhistorical experience and various other assumptions that we believe to be reasonable under the circumstances. Since the use of estimatesis an integral component of the financial reporting process, actual results could differ from our expectations as a result of changes in ourestimates.

An accounting policy is considered critical if it requires an accounting estimate to be made based on assumptions about mattersthat are highly uncertain at the time such estimate is made, and if different accounting estimates that reasonably could have been used,or changes in the accounting estimates that are reasonably likely to occur, could materially impact the consolidated financial statements.We believe that the following accounting policies involve a higher degree of judgment and complexity in their application and requireus to make significant accounting estimates. The following descriptions of critical accounting policies, judgments and estimates shouldbe read in conjunction with our consolidated financial statements and other disclosures included in this prospectus.Consolidation of Variable Interest Entities

We operate certain of our business in China through Zi Wutong and Yishui, which are limited liability companies established underthe laws of the PRC in January 2015 and November 2016, respectively. Yishui holds the VATS License for internet content provisionbusiness, or the ICP License, from the government in order to carry out certain VATS business in China. The equity interests of ourconsolidated VIEs are legally held by individuals who act as nominee equity holders of the consolidated VIEs on behalf ofXiaofangjian, one of our wholly-owned subsidiary of us. A series of contractual agreements, including power of attorney agreements,exclusive business cooperation agreements, equity interest pledge agreements, exclusive call option agreements and spouse consentletters, were entered among Zi Wutong, Xiaofangjian and nominee equity holders of Zi Wutong and among Yishui, Xiaofangjian andnominee equity holders of Yishui. Through the contractual arrangements, the nominee equity holders of the consolidated VIEs havegranted all their legal rights including voting rights and disposition rights of their equity interests in the consolidated VIEs toXiaofangjian. The nominee equity holders of the consolidated VIEs do not participate significantly in income and loss and do not havethe power to direct the activities of the consolidated VIEs that most significantly impact their economic performance. Accordingly, theconsolidated VIEs are considered variable interest entities.

In accordance with Accounting Standards Codification ("ASC") 810-10-25-38A, we, through Xiaofangjian, has a controllingfinancial interest in the consolidated VIEs because Xiaofangjian has (i) the power to direct activities of the consolidated VIEs that mostsignificantly impact the economic performance of con consolidated VIEs; and (ii) the obligation to absorb the expected losses and theright to receive expected residual return of the consolidated VIEs that could potentially be significant to the consolidated VIEs. Thus,we, through the WOFE, is the primary beneficiary of the VIE.

Under the terms of the contractual arrangements, Xiaofangjian has (i) the right to receive economic benefits that could potentiallybe significant to the consolidated VIEs in the form of service fees under the exclusive business cooperation agreement; (ii) the right toreceive all dividends declared by the consolidated VIEs and the right to all undistributed earnings of the consolidated VIEs; (iii) theright to receive the residual benefits of the consolidated VIEs through its exclusive call option to acquire 100% of the equity interests inthe consolidated VIEs, to the extent permitted under PRC law.

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Table of ContentsAccordingly, through Xiaofangjian, the financial statements of the consolidated VIE are consolidated in the consolidated financialstatements of us.

Under the terms of the contractual arrangements, the consolidated VIEs' nominee equity holders have no rights to the net assets norhave the obligations to fund the deficit, and such rights and obligations have been vested to us. All of the deficit (net liabilities) and netloss of the VIE are attributed to us.Share-based compensation

We periodically grants share-based awards, including but not limited to, restricted ordinary shares and share options to eligibleemployees and directors, which are subject to service and performance conditions.

We recognizes compensation cost for an equity classified award with only service conditions that has a graded vesting schedule ona straight-line basis over the requisite service period for the entire award, provided that the cumulative amount of compensation costrecognized at any date at least equals the portion of the grant date fair value of such award that is vested at that date. For equity awardsthat contain both a service condition and a performance condition, we recognizes compensation cost on a tranche-by-tranche basis. Tothe extent the required vesting conditions are not met resulting in the forfeiture of the share-based awards, previously recognizedcompensation expense relating to those awards is reversed.Internal Control Over Financial Reporting

Prior to this offering, we have been a private company with limited accounting personnel and other resources with which to addressour internal control and procedures and we were never required to evaluate our internal control within a specified period, and, as aresult, we may experience difficulty in meeting these reporting requirements in a timely manner. Our management has not completed anassessment of the effectiveness of our internal control over financial reporting, and our independent registered public accounting firmhas not conducted an audit of our internal control over financial reporting. However, in the course of preparing and auditing ourconsolidated financial statements for the years ended December 31, 2017 and 2018, we and our independent registered publicaccounting firm identified one material weakness in our internal control over financial reporting as of December 31, 2018. Inaccordance with reporting requirements set forth by the SEC, a "material weakness" is a deficiency, or a combination of deficiencies, ininternal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our company's annualor interim consolidated financial statements will not be prevented or detected on a timely basis.

The material weakness identified related to insufficient accounting personnel with appropriate U.S. GAAP knowledge foraccounting of complex transactions, presentation and disclosure of financial statements in accordance with U.S. GAAP and SECreporting requirements.

We are in the process of implementing a number of measures to address these material weaknesses identified, including: (i) hiringmore qualified personnel equipped with relevant U.S. GAAP and SEC reporting experience and qualifications to strengthen thefinancial reporting function and to set up a financial and system control framework, (ii) implementing regular and continuousU.S. GAAP accounting and financial reporting training programs for our accounting and financial reporting personnel, (iii) establishingeffective oversight and clarifying reporting requirements for non-recurring and complex transactions to ensure consolidated financialstatements and related disclosures are accurate, complete and in compliance with U.S. GAAP and SEC reporting requirements and(iv) enhancing an internal audit function as well as engaging an external consulting firm to help us assess our compliance readinessunder rule 13a-15 of the Exchange Act and improve overall internal control. We expect that we will incur significant costs in theimplementation of such measures. However, we cannot assure you that we will remediate our material weaknesses in a timely manner.

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Table of ContentsSee "Risk Factors�Risks Related to Our Business and Industry�If we fail to remediate our material weaknesses and implement andmaintain an effective system of internal controls over financial reporting, we may be unable to accurately report our results ofoperations, meet our reporting obligations or prevent fraud."

As a company with less than US$1.07 billion in revenue for our last fiscal year, we qualify as an "emerging growth company"pursuant to the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements thatare otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirementunder Section 404 of the Sarbanes-Oxley Act of 2002, related to the assessment of the effectiveness of the emerging growth company'sinternal control over financial reporting.Recent Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02 ("ASU 2016-02"), Leases (Topic 842). ASU 2016-02 is intended to increasetransparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosingkey information about leasing arrangements. Additionally, the ASU will require disclosures to help investors and other financialstatement users better understand the amount, timing, and uncertainty of cash flows arising from leases, including qualitative andquantitative requirements. The update requires lessees to apply a modified retrospective approach for recognition and disclosure,beginning with the earliest period presented. In July 2018, the FASB issued ASU No. 2018-11, "Leases (Topic 842)"�TargetedImprovements, which allows an additional transition method to adopt the new lease standard at the adoption date, as compared to thebeginning of the earliest period presented, and recognize a cumulative-effect adjustment to the beginning balance of retained earnings inthe period of adoption. Topic 842 is effective for public companies for annual reporting periods, and interim periods within those yearsbeginning after December 15, 2018. For all other entities, it is effective for fiscal years beginning after December 15, 2019, and interimperiods within fiscal years beginning after December 15, 2020. Early adoption is permitted. As the Company is an "emerging growthcompany" and elects to apply for the new and revised accounting standards at the effective date for a private company, ASU 2016-02will be applied for the fiscal year ending December 31, 2020. The Company is currently evaluating the impact of adopting this standardon its consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment ("ASU 2017-04"), whichsimplifies the accounting for goodwill impairment by eliminating Step two from the goodwill impairment test. If the carrying amount ofa reporting unit exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess, versus determining animplied fair value in Step two to measure the impairment loss. The guidance is effective for annual and interim impairment testsperformed in periods beginning after December 15, 2019. Early adoption is permitted for all entities for annual and interim goodwillimpairment testing dates on or after January 1, 2017. The guidance should be applied on a prospective basis. The Company is stillevaluating the effect that this accounting standard will have on the consolidated financial statements and related disclosures.

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INDUSTRY OVERVIEWChina's residential rental market

China's residential rental market is large and fast growing. In 2018, approximately 200 million people lived in rented housing inChina accounting for total rental income of RMB1.8 trillion. This market is expected to grow to RMB3.0 trillion by 2023, according toiResearch.

China's tier 1 and tier 2 cities generally offer more vibrant economies, better career prospects and higher income levels, and havegenerally experienced net population inflows. These cities accounted for RMB1.2 trillion in total rental income in 2018, representingapproximately 67% of China's total residential rental market. This market is expected to grow to RMB2.0 trillion in 2023.

China's Residential Rental Market(RMB in trillion)

Source: National Bureau of Statistics of China, National Health Committee of China, iResearch

The growth in China's residential rental market is driven by a number of factors:Continued urbanization. China has experienced rapid urbanization over the past four decades. China's urban population

increased from 182 million in 1979 to 837 million in 2018, representing nearly 60% of the total population. However, China's level ofurbanization is still significantly below that of the US and Japan, which currently stands between 80-90%. China's rate of urbanization isexpected to further increase to over 70% by 2030, implying an addition of more than 170 million to the urban population.

High housing prices, particularly in tier 1 and tier 2 cities. Most cities in China, especially tier 1 and tier 2 cities, have seensubstantial increases in property prices over the past 20 years. Purchasing a property has thus become increasingly unaffordable: theprice for a 100 square meter home ranged from 25 to 36 times of the average annual household income in Beijing, Shanghai andShenzhen during the first half of 2019, among the highest of the major cities in the world. Due to high price and other factors, peopleare choosing to purchase homes later in life: the average age of first-time homebuyers

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Table of Contentsin China's tier 1 cities (i.e., Beijing, Shanghai, Guangzhou and Shenzhen) has increased from 30 in 2013 to 35 in 2018, implying anadditional five years of rental needs, according to iResearch.

Changing mindset towards renting. An increasing number of young people in China today prefer to rent rather than buyproperties to have more disposable income for travel, leisure and entertainment and to give themselves more flexibility for relocation. In2018, around 43% of young people accepted the idea of renting indefinitely instead of owning a property, according to iResearch.

Favorable government policies. The PRC government has made developing the residential rental market a priority in order toaddress housing problems in large cities. A number of supportive policies have been adopted, including granting renters equal access topublic schools and other public services, and creating new financing channels for property rental companies.Trend in residential rents

Average residential rents in China have increased at a moderate rate in recent years. Going forward, rents are expected to increaseat an accelerated rate for the next five years, especially in tier 1 and tier 2 cities.

Average Monthly Residential Rents Index in China(Re-based to 2016 China overall)

Source: iResearch

The current state of China's residential rental marketWhile there is strong and growing demand for rental housing, the conventional residential rental market in China is fragmented and

inefficient, and one in which individual property owners and renters face numerous pain points. This presents an enormous opportunityfor co-living platforms.Pain points of property owners

�� Upgrade costs�high renovation and furnishing costs

�� Maintenance burden�obligation for ongoing repairs and maintenance

�� Inefficient rental process�significant time and efforts required in dealing with agents and potential renters

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Table of Contents�� Vacancy risk�rental income loss between two contract periods when current contract expires

�� Credit risk�limited protection in the event that one renter does not pay rent or causes damage to property

Pain points of renters�� Affordability�lack of affordable apartments in tier 1 and tier 2 cities, and difficulty in subletting in order to share rental

costs

�� High search costs�high transaction costs and tedious transaction process

�� Poor housing conditions�no guarantee on housing conditions

�� Counterparty risks�untrustworthy property owners and agents during contract negotiations and post renting

�� Lack of services�no readily available cleaning or maintenance services

How co-living platforms address these pain pointsCo-living platforms provide an institutional solution to the fragmented and inefficient rental market. They centrally operate a large

number of apartment units, leasing in apartments at scale and converting them into standardized and refurbished units, while offering anefficient transaction process and post-rental services. Through this, co-living platforms address the pain points of both renters andproperty owners.

Affordability is the biggest issue for young renters today, particularly in tier 1 and tier 2 cities. In the conventional residential rentalmarket, the smallest unit available for rent is often an entire apartment, as individual property owners are generally unable or otherwiseunwilling to bear the burden and risk of renting out private rooms. Co-living platforms reduce the smallest unit available for rent to aprivate room (which we term "apartment unit"), thereby providing an affordable alternative. Below is an illustration of the difference inaverage cost of renting a studio or one-bedroom apartment compared with renting a private room with shared common space fromDanke in the same neighborhood in Beijing in the nine months ended September 30, 2019.

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Average Monthly Rent in Beijing

(1)Average monthly rent for a studio or one-bedroom apartment in the six urban districts of Beijing, namely Haidian, Chaoyang, Dongcheng, Xicheng, Fengtai and

Shijingshan.

(2)Average monthly rent for Danke's private room with shared common space, such as living room, kitchen and bathroom, in the six urban districts of Beijing

mentioned above.

Source: iResearch

Key trends supporting the opportunity for co-living platformsA number of secular trends are driving the rise in popularity of co-living platforms, and their deepening penetration of the

residential rental market:Sharing economy. The current young generation is demonstrating a greater openness to the idea of sharing. Renting private

rooms instead of an entire apartment has become an increasingly popular choice among young people in large cities.Online consumption. The current young generation is accustomed to shopping, ride hailing and food delivery all being a tap

away. An increasing number of renters are comfortable renting an apartment online without offline viewings from co-living platformswith a reputation for consistent quality.

Consumption upgrade. The current young generation increasingly desires convenience, reliability and quality of products andservices. This overall trend suggests that young people in China will increasingly favor the quality and standardized offerings of co-living platforms over the inconsistent quality of apartments offered by individual property owners.

Increasing acceptance by property owners. As the offerings of co-living platforms in China become better known, propertyowners increasingly recognize the proposition they offer. This has seen an increasing willingness of property owners to rent to co-livingplatforms rather than manage the properties themselves and rent to individual renters.

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Table of ContentsCurrently most of the residential rental properties in China are still owned and operated by individual property owners. Properties

operated by co-living platforms offering standardized renovation, furnishing and services only accounted for roughly 2% of allresidential rental properties in China as of the end of 2018. In the United States and Japan, the percentage of renovated or serviced rentalapartments operated by institutions was around 57% and 80%, respectively. We believe this suggests an enormous growth potential forco-living platforms in China.The value-added services opportunity for co-living platforms

As co-living platforms achieve scale, they accumulate a large, captive pool of renters to whom value-added services can beprovided. Typical renters spend more than ten hours each day at home, and during their stay, they may demand a wide range of servicesincluding cleaning, repair and maintenance, laundry, relocation, food delivery, smart home and online insurance, among others. Theseservices represented a nearly RMB2.4 trillion market in China in 2018, according to iResearch. This represents an enormousincremental opportunity beyond that offered by the residential rental market.Our addressable market

We see China's overall residential rental market as our total addressable market and the residential rental market in tier 1 and tier 2cities as our serviceable addressable market, representing our immediate near term opportunity. We see the provision of value-addedservices to renters as an incremental opportunity beyond that of the residential rental market.

Source: iResearch

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BUSINESSOur Mission

Our mission is to help people live better.Overview

We are redefining the residential rental market through technology. We started Danke in 2015 to provide young people withcomfortable yet affordable homes. Today, we are one of the largest co-living platforms in China with the fastest growth, according toiResearch. We established operations in 13 cities in China as of September 30, 2019 and have become a major player in each of the10 cities that we entered into prior to June 30, 2019. We grew the number of apartment units we operated from 2,434 as ofDecember 31, 2015 to 406,746 as of September 30, 2019, a 166-fold increase over less than four years.

China's residential rental market is expected to nearly double in size from 2018 to reach RMB3.0 trillion in 2023. We see anenormous opportunity within this addressable market, one of the last conventional markets to be touched by technology. China'sresidential rental market is highly fragmented and inefficient, and one in which both individual property owners and renters suffer fromnumerous pain points. We provide a solution to both property owners and renters through our innovative "new rental" business model,which is defined by the following features:

�� Centralization. We centrally operate the apartments sourced from property owners and rent them out to our residents.

�� Standardization. We standardize the design, renovation and furnishing of our apartment units, and provide high-quality,reliable one-stop services.

�� Online. Our entire business process is empowered by technology to enable seamless online experience for both propertyowners and residents. We have had no physical storefronts since inception.

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(1)According to a survey conducted by iResearch of China's leading co-living platforms, including us and our peers in August 2019.

We operate two branded products, "Danke Apartment ( )" and "Dream Apartment ( )." Danke Apartment hasbeen the primary focus of our business since our inception in 2015. We source and lease apartments from individual property owners ona long-term basis, design, renovate and furnish such apartments in a standardized and stylish manner, and rent them out to individualresidents, either as private rooms within an apartment or an entire apartment. Leveraging our experience in operating Danke Apartment,we introduced Dream Apartment in November 2018 to target the large but underserved blue-collar apartment segment. We lease entirebuildings or floors in a building, transform them into dormitory-style apartments, and rent them to corporate clients for employeeaccommodation. For all of our residents, we provide high-quality one-stop services, including cleaning, repair and maintenance, WiFi aswell as 24/7 resident support.

We run Danke like a data science company. As founders are technology veterans, technology is deeply rooted in our DNA. At thecore of our technology system is our proprietary artificial intelligence decision engine, or "Danke Brain," which makes real-time andunbiased decisions based on data analytics to guide each step of our business operations and generate valuable business intelligence.Danke Brain has self-learning capability. It is able to apply what it learns in existing cities and neighborhoods to new cities andneighborhoods, and improves from each transaction and interaction. It reduces our reliance on local expertise, enables higher efficiencyand facilitates rapid expansion. Danke Brain is supported by our big data platform, which continually processes and structurizes amassive amount of data with over 100 dimensions. Connecting everything together, our IT infrastructure digitizes our businessoperation and links all of our employees, property owners, residents and third-party service providers.

Leveraging our robust technology capabilities, we are able to handle complicated and large-scale business operations. For instance,pricing decisions represent a core competency for a co-living platform, yet pricing is complex due to the heterogeneous nature ofapartments, neighborhoods and cities. Our technology system enables us to make tens of thousands of pricing decisions each day withapproximately 95% accuracy rate of the estimated lease-out price, without the need to rely on the local expertise of individual agents.We also have strong capabilities to manage the dynamic supply chain through technology. We can effectively manage an extensivenetwork of renovation contractors to simultaneously renovate 50,000 apartment units scattered in thousands of neighborhoods across 13cities and maintain consistent quality. While the job is carried out locally, we use proprietary

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Table of Contentstechnologies to achieve precise budgeting, accurate time estimate, and seamless workflow coordination across our supply chain.

Empowered by our data, technology and apartment network, we have created a vibrant and expanding ecosystem to connect andbenefit property owners, residents and third-party service providers. Their interaction forms a virtuous cycle, while also providing uswith significant monetization opportunities.

Our disruptive business model has enabled us to achieve unparalleled growth, operational excellence and customer satisfaction. Weare particularly proud of the following achievements, where in each case we ranked the highest amongst our peers, according toiResearch:

(1)Growth over the three and a half years from December 31, 2015 to June 30, 2019. We achieved 166-fold increase in the number of apartment units we held over

the period between December 31, 2015 and September 30, 2019.

(2)As of June 30, 2019. Our occupancy rate was 87% as of September 30, 2019.

(3)Percentage of residents surveyed that would recommend our platforms to others, according to a survey conducted by iResearch in August 2019.

(4)For the first half of 2019; excluding residents who entered into leases with Aishangzu prior to our acquisition of Aishangzu. The renewal rate of our residents

exceeded 50% in each of 2017 and 2018. We improved our ranking among our peers in terms of such renewal rate from the third in 2017 to the first in 2018 and

the first half of 2019, according to iResearch. The renewal rate of our residents for the nine months ended September 30, 2019 was 52%.

(5)For the period between our inception and June 30, 2019; excluding property owners who entered into leases with Aishangzu prior to our acquisition of Aishangzu.

The renewal rate of our property owners for the period between our inception and September 30, 2019 was 79%.

We currently generate revenues primarily from rents and service fees. Our revenues increased by 307.3% from RMB656.8 millionin 2017 to RMB2,675.0 million (US$374.3 million) in 2018, and by 198.8% from RMB1,673.0 million in the nine months endedSeptember 30, 2018 to RMB4,999.7 million (US$699.5 million) in the nine months ended September 30, 2019.

We are just taking off. Our business model not only enables us to achieve stong performance, but also places us in a uniqueposition to capture the enormous potential of China's residential rental market.Our Strengths

We believe the following competitive strengths are key drivers of our success and set us apart from our competitors:Disruptive business model

We pioneered an innovative "new rental" business model to disrupt China's highly fragmented and inefficient residential rentalmarket, where finding an apartment is inconvenient and quality of

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Table of Contentsapartments and services is inconsistent. Our business model features centralization, standardization and online experience. We centralizethe operation of apartments sourced from property owners, and provide apartment units with standardized design, renovation andfurnishing to our residents, along with high-quality, reliable one-stop services. Our entire business process is empowered by technologyto enable seamless online experience for both property owners and residents. We have no physical storefronts since inception.

Our business model propelled our exponential growth and fostered unparalleled operating efficiency. We are the fastest-growingco-living platform in China, according to iResearch, with a CAGR of 359.7% in the number of apartment units we operated fromDecember 31, 2015 to December 31, 2018. Our occupancy rate was 87% as of September 30, 2019. With our disruptive business model,we believe we are well-positioned to capture the enormous potential of China's residential rental market.Large-scale operation with increasing network effect

As one of the largest co-living platforms in China, we have achieved substantial scale. As of September 30, 2019, we operated406,746 apartment units of Danke Apartment, and established operations in 13 tier 1 and tier 2 cities in China. We had cumulativelyserved over 124,000 property owners and over 679,000 residents as of September 30, 2019.

Our scale has enhanced nationwide recognition of our brand and industry influence. We regularly ranked the first among all co-living platforms in China in terms of brand influence, according to all three authoritative industry publications, namely MeadinAcademy, CRIC and Ruihe. We have been invited to assist the Ministry of Housing and Urban-Rural Development in China with settingindustry standards for residential rental properties operated by institutions.

The combination of all these elements has created an increasing network effect. More property owners bring in more high-qualityapartments with long-term exclusive leases in various locations, which in turn attract more residents. As our resident base grows,property owners are more willing to lease their apartments to us and enjoy a hassle-free process and stable long-term returns.

The rapidly increasing scale of our operation enables us to achieve significant economies of scale. Meanwhile, as we process moredata over time, our Danke Brain is continuously enhanced, which improves our ability to serve our residents and property owners. Theaforementioned factors form a virtuous cycle and further enhance our competitive position which is difficult to replicate.Deeply-rooted technology DNA

Technology is deeply rooted in our DNA and is what fundamentally differentiates us from other market players. At the core of ourtechnology system is our proprietary artificial intelligence decision engine, Danke Brain, which makes real-time and unbiased decisionsbased on data analytics. Danke Brain is supported, trained and improved by our big data platform, which continually processes andstructurizes a massive amount of data. In addition, our comprehensive IT infrastructure digitizes our business operations and enables ouremployees to implement decisions made by Danke Brain. Our technology system is able to power every step of our business process,and enables us to achieve better planning, effective sourcing, efficient building, targeted renting and tailored servicing.

Better Planning. Our AI-powered technology system optimizes the accuracy and efficiency of our geographic planning throughanalytics of multi-dimensional rental-related data. It enables us to derive holistic insight into the rental market and formulate optimalstrategies with different priorities for each neighborhood based on its unique trait. In Chengdu, the last city we entered into in 2018, thenumber of apartment units we operated reached 20,000 within only 12 months, whereas it took us 31 months to achieve such scale inBeijing, our first city.

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Table of ContentsEffective Sourcing. Rental pricing is complex due to the heterogeneous nature of the apartments, neighborhoods and cities, yet we

are making tens of thousands of pricing decisions each day. Our system generates deal terms for property owners based on evaluation ofapartment conditions and analytics of rental-related data in real time, which significantly improves the efficiency of our leasenegotiation process. In the nine months ended September 30, 2019, the accuracy rate of the estimated lease-out price was approximately95%.

Efficient Building. Our system generates renovation plans based on apartment conditions and enables us to track the wholerenovation process. This effectively reduced our average renovation and furnishing process to 17-21 days in the six months endedJune 30, 2019, which was more efficient than our peers, while maintaining consistent quality. We can effectively manage an extensivenetwork of renovation contractors to simultaneously renovate 50,000 apartment units scattered in thousands of neighborhoods across 13cities.

Targeted Renting. We make personalized recommendations of apartment units to potential residents through user profiling. In thesix months ended June 30, 2019, our residents signed leases with us after seeing on average 1.8 apartment units, which was the bestamong our peers, according to iResearch.

Tailored Servicing. As our system continues to paint more accurate portraits of our residents, we are able to better understandtheir specific needs, and improve our ability to offer more tailored services.

Leveraging our technology system, we are able to operate with no physical storefronts, reduce reliance on the expertise of localstaff, improve our operational efficiency and achieve rapid geographic expansion.High quality and standardized product offerings

We offer our residents comfortable and stylish apartment units designed in-house. Our design team has developed a set of highlystandardized modules consisting of multiple options for every aspect of renovation, which can be easily selected and assembled tomatch different apartment conditions and floor plans. This enables efficient and massive replication while still keeping our classic"Danke Style" for each of our apartment units.

We have built a proprietary supply chain management system encompassing procurement, renovation, furnishing and qualitycontrol, to ensure superior and consistent quality. We handpick environmental-friendly raw materials from designated suppliers tominimize environmental health hazards. We purchase electronic appliances from reputable manufacturers and collaborate with reliableOEMs to manufacture our self-designed furniture. Our quality control team conducts multiple rounds of inspection to ensure that weoffer our residents the apartment units of the best quality possible. Before residents move in, we also conduct a strict air quality test tomake sure that the level of formaldehyde is below our self-imposed limit, which is more stringent than regulatory requirements.

We pioneer an intelligent ventilation system, which can effectively improve air quality of newly-renovated apartments. With thesupport of local government, we are advocating the use of the system as an industry standard.

Our residents recognize the quality of our apartments and the easy move-in experience, which results in higher resident stickiness.Our resident satisfaction rate for our design style, furniture and appliances is higher than our peers, according to a survey conducted byiResearch in August 2019.

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Table of ContentsBest-in-class services

We strive to provide best-in-class services to our residents. To address the lack of high-quality nationwide service providers, wehave built the largest in-house cleaning and maintenance services team, according to iResearch, which enables us to provide superiorand consistent services to our residents. We also have a 24/7 resident support team to ensure fast response whenever needed. Ourrigorous training and quality control program facilitates our service team to provide a consistent high standard of service.

We digitize our servicing process. Our residents can easily submit their requests by tapping a button in our mobile app. Our servicesystem automatically assigns and tracks their requests, and monitors the progress and quality of our services. As our system continues topaint more accurate portraits of our residents, we are able to better understand their needs, and improve our ability to serve them.

Our best-in-class services have led to increasing resident satisfaction and stickiness, making us a trusted partner of our residents.For the six months ended June 30, 2019, the renewal rate of our residents exceeded 51%, the highest among our peers. We improved therenewal rate of our residents to 52% for the nine months ended September 30, 2019. Our overall resident satisfaction rate is higher thanour peers, according to a survey conducted by iResearch in August 2019.Visionary and results-driven management

Our founding team members cherish innovation and the philosophy of leveraging technology to make people live better is deeplyrooted in their DNA. They have worked closely in building and operating start-ups for more than a decade, which has made them acohesive team with a strong entrepreneurial spirit.

Our senior management team possesses vision, proven execution capability and complementary expertise. They have worked inrenowned multinational corporations, such as Google, LinkedIn, Baidu, Walmart, General Electric and Citi, with broad experiencespanning different fields, including technology, operation management, supply chain and finance. Our company has a flat organizationalstructure, which enables our management to quickly adapt to a changing market environment and take decisive actions in real time.Throughout the organization, we foster a culture of striving for success.

Our shareholders recognize the value of our business model and operational philosophy and have been working with us to provideservices to our customers. For instance, we have entered into certain business cooperation framework agreements with the affiliatedentities of Antfin (Hong Kong) Holding Limited, one of our major shareholders, to explore collaboration in payments, financial servicesand user acquisition.Our Strategies

We intend to further grow our business and reinforce our leading market position by pursuing the following strategies:Continue to enhance our technological capabilities

We will continue to invest in our technology system to strengthen our operation and facilitate our rapid growth. In the long run, weaim to completely eliminate offline operations with the aid of technology, except for physical renovation and provision of serviceswhich by its nature can only be performed offline. For instance, we plan to leverage computer vision to replace onsite inspections andallow property owners to complete the leasing process online; we also aim to substitute in-person apartment tours with virtual realityfacilities for potential residents to settle the transaction without paying a visit. In addition, we seek to further improve algorithms toenhance pricing accuracy and

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Table of Contentssupply chain management, aiming to achieve higher operational efficiency. Furthermore, we plan to continually develop the artificialintelligence capabilities of our technology system to generate more valuable business intelligence to further refine high-level decisionmaking and overall strategic planning.Further expand our scale

We have realized only 0.15% of our total addressable market based on our revenues in 2018. We believe there is enormousopportunity for our further penetration into the market.

Our growing scale and rapidly expanding apartment network improve our network effect. We plan to further expand our apartmentnetwork and increase penetration rate by exploring new neighborhoods that accommodate various needs of our residents. We also seekto further expand our geographic coverage to establish strong presence in all tier 1 and tier 2 cities that are economically vibrant andhave a large population with rental needs.

We plan to explore the opportunities to collaborate with local market players by empowering their operations with our technology,supply chain management capabilities, service standards and resident base, thereby further expanding our network.Expand and enhance our product and service offerings

We plan to further improve the design of our apartments to provide our residents with even cozier and more stylish livingenvironments. We intend to diversify our product portfolios to reach a broader resident base, satisfy their various needs and extendresident lifecycle. For instance, we may offer premium apartments to cater for high-end living needs. We also strive to improve ourresidents' living experience and provide better services by enhancing the service quality of our service team.Promote brand awareness and industry influence

We plan to strengthen our branding and marketing efforts. For instance, we plan to organize more marketing campaigns tailored toour targeted residents, such as promotional activities at university campuses. We aim to further build our brand equity through generalbrand advertising. We also seek to reinforce our influence and leadership within the industry by assisting the regulatory authorities informulating better industry standards.Strengthen and expand our ecosystem

Our residents spend more than ten hours each day in our apartments, which provides us, as a demand aggregator, and third-partyservice providers with ample opportunities to serve their various needs. We plan to strengthen and expand our ecosystem by embeddingadditional third-party service providers, offering a wider spectrum of services to better serve our residents and explore new monetizationopportunities, such as IoT smart home, moving services, financial and insurance services, new retail and other local services. Inaddition, we thrive to empower third-party service providers with our data and technology so they can provide personalized services toour residents. We plan to establish a membership program to further increase user stickiness. As we strengthen and expand ourecosystem, we endeavor to eventually become a one-stop lifestyle platform of choice.Our Ecosystem

We have created a vibrant ecosystem. Our data, technology and apartment network serve as the basis of our ecosystem, whichbring in and connect the key stakeholders in our ecosystem � property owners, residents and third-party service providers. Theinteraction among these stakeholders forms a virtuous cycle which brings benefits to each one of them, while also allowing us to act as ademand

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Table of Contentsaggregator and providing us with significant monetization opportunities. Our ecosystem continues to expand and attract moreparticipants as we scale up.

Our Value Propositions to Property Owners�� Hassle-free process. We act as a trustworthy, single point-of-contact. Property owners do not need to interact with

multiple agents and potential renters. We save them time and money in upgrading their properties and handling trivialrequests from residents. We also conduct the regular maintenance of apartments and reduce damage risks.

�� Stable returns. We sign long-term leases with property owners, which help them minimizes vacancy risks and generatestable long-term income.

Our Value Propositions to Residents�� Affordability. We offer affordable rental options to our residents. We save them the trouble of subletting by offering

quality co-living apartment units.

�� Consistent quality. We renovate all of our apartment units with standardized design and quality, which relieves ourresidents from concerns about poor housing conditions.

�� Hassle-free process. We serve as a trustworthy, single point-of-contact for our residents. They do not need to deal withmultiple agents, property owners or other service providers.



�� Best-in-class services. Our in-house services team delivers one-stop services of high quality and to the satisfaction ofour residents.

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Table of ContentsOur Value Propositions to Third-Party Service Providers

�� Large monetization opportunities. We have a large number of well-educated young residents in our ecosystem withlong-term, high-frequency consumption demand, which provides third-party service providers with numerousmonetization opportunities.

�� Personalization and user stickiness. We are able to identify specific needs of our residents with our data analytics andhelp third-party service providers reach and acquire their target users with personalized services. We also create afeedback loop between residents and third-party service providers, and help build valuable customer relationships withincreased stickiness.

Our Products and Service OfferingsWe offer "Danke Apartment ( )" to individual residents and "Dream Apartment ( )" to corporate clients.

Danke ApartmentDanke Apartment has been our primary business focus since inception. We source and lease apartments from individual property

owners on a long-term basis, generally for four to six years. We then design, renovate and furnish such apartments in a standardized andstylish manner, and rent them out to individual residents, mainly for one year.

Residents who stay in Danke Apartment are generally college-educated young people between the ages of 22 to 30 with stableincome, who value affordability, consistent quality, efficiency and quality services. In response, we offer fully furnished apartment unitsthat strike the right balance between cost, comfort and location, and provide fast and reliable services a tap away.

We offer private rooms and entire apartments under Danke Apartment. Private rooms constitute a substantial majority of ourapartment units. Each private room is secured by a digital door lock. Residents of the private rooms in the same apartment sharecommon spaces such as the living room,

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Table of Contentskitchen and bathroom. We also offer entire apartments to accommodate residents who prefer more space and privacy, with digital doorlocks installed on the front doors.

As of September 30, 2019, we established operations in 13 cities in China, including Beijing, Shenzhen, Shanghai, Hangzhou,Tianjin, Wuhan, Nanjing, Guangzhou, Chengdu, Suzhou, Wuxi, Xi'an and Chongqing. The number of apartment units we operatedincreased from 2,434 as of December 31, 2015 to 236,420 as of December 31, 2018, representing a CAGR of 359.7%. This numberfurther increased to 406,746 as of September 30, 2019. The following chart illustrates the rapid growth in the number of apartment unitswe operated since December 31, 2015.

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Danke Apartment�Private Room Danke Apartment�Entire Apartment

Danke Apartment�Bedroom Danke Apartment�Living Room



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Number of apartment units of Danke Apartment (in thousands)

(1)Increase over the three years and nine months from December 31, 2015 to September 30, 2019.

(2)CAGR over the three years from December 31, 2015 to December 31, 2018.

To make our residents' experience hassle-free, we offer one-stop services including bi-weekly cleaning of common spaces, repairand maintenance, WiFi and 24/7 resident hotline to address any problem they may have. Residents can submit and track their servicerequests via our mobile app.

We pride ourselves in our in-house cleaning team and maintenance team, each consisting of over 1,000 people. We have a rigoroustraining and quality control program for our services team to ensure a consistent high standard of service. We use an online servicesystem to assign and track resident requests to evaluate our service crew and to ensure fast and effective resolution of problems.

As we scale up our business, we plan to offer additional services through third-party service providers to improve residentexperience and increase our monetization opportunities, such as IoT smart home, moving services, financial and insurance services, newretail and other local services.

Dream ApartmentLeveraging our experience in operating Danke Apartment, we introduced Dream Apartment in November 2018. We lease from

property owners entire buildings or several floors in a building, transform them into well-renovated and fully furnished dormitory-styleapartments with multiple beds in each room, and rent the rooms out to various corporate clients for employee accommodation. Ourcorporate clients range from local business owners, such as restaurants and body shops, to large corporations and organizations, such ashotel chains, hospitals and delivery companies.

With Dream Apartment, we aspire to improve the living standards of blue-collar workers who have been chronically underservedin expensive cities such as Beijing and Shanghai. We provide value-for-money options to our corporate clients for employeeaccommodation, thereby improving the living environment of their blue-collar workers and increasing employee satisfaction.

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Table of ContentsWe operate Dream Apartment with the same philosophy of providing a hassle-free living experience. We offer comfortable rooms,

WiFi, 24/7 onsite management and security, repair and maintenance, daily cleaning, and amenities such as gym, lounges, laundry roomsand mailroom services.

As of September 30, 2019, we operated six Dream Apartment facilities in Beijing with a total of 7,302 beds and we had fouradditional facilities in Beijing and Shanghai that were still under renovation with total planned capacity of 3,808 beds. The budgetedrenovation and furnishing cost for the four additional Dream Apartment facilities that are still under renovation is approximatelyRMB49.6 million (US$6.9 million) in aggregate, of which we had already incurred RMB776.4 thousand (US$108.6 thousand) as ofSeptember 30, 2019. We expect to complete renovation for three of these facilities in the fourth quarter of 2019 and the remaining oneof these facilities in the first quarter of 2020.

Our TechnologyOur technology system consists of Danke Brain, our proprietary artificial intelligence decision engine, our big data platform and IT

infrastructure. They work seamlessly together as the backbone of our business.127

Dream Apartment�Bedroom Dream Apartment�Hallway

Dream Apartment�Pantry Dream Apartment�Lounge



Table of ContentsDanke Brain��Our Artificial Intelligence Decision Engine

Operating a co-living platform presents a few unique technological challenges, especially for pricing:�� Heterogeneity. Pricing is complex due to the heterogeneous nature of apartments and rooms. No two units are the same.

�� Irreplicability. Each city and each neighborhood is different. One might be able to rely on experienced real estate agentsto succeed in a neighborhood or a city, but such success would be hard to replicate in other cities.

�� Frequency. Tens of thousands of decisions need to be made each day on whether to source an apartment and at whatprice�making a traditional human-driven approval process inefficient and unrealistic.

In order to standardize the process and enable more efficient and informed decision-making throughout the business process, wehave developed a proprietary artificial intelligence decision engine, "Danke Brain." Compared to the human brain, even the brain of anexperienced real estate agent, the Danke Brain has unique advantages:

�� Efficiency. It instantaneously takes hundreds of parameters into account and makes tens of thousands of decisions eachday effortlessly.

�� Accuracy. It avoids human errors and is less prone to bias.

�� Replicability. It applies what it learned in existing cities and neighborhoods to new cities and neighborhoods.

�� Adapting. It adapts as a city evolves�for example, as new subway lines are built, startups gather momentum in up andcoming business districts, and new grocery stores are coming to gentrified neighborhoods.

�� Self-learning. It improves from each transaction and each interaction through deep learning�how fast an apartment /room gets rented out and at what price; how many viewings it took; for the viewings that did not convert, whatapartments were chosen over this particular one.

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Table of ContentsDanke Brain interacts with each step of our business process as illustrated in the chart below:

Our Big Data PlatformOur big data platform serves as the foundation of our technology system. It continuously processes and structurizes a massive

amount of data to support, train and improve Danke Brain through proprietary deep learning algorithms. We believe we are at theforefront of residential rental market in terms of the richness, depth and comprehensiveness of our data. We have multi-dimensionalstructured data on more than 100 parameters, all of which are highly relevant to residential rental market. Our data is also closelyinterrelated with each other and can provide us with deep and holistic insight into the rental market.

We possess a vast amount of internally-generated data from our day-to-day operations, as well as additional rental market-relateddata and demographic data from public and third-party sources. Such data is cleansed, structured, encrypted and centrally stored in ourdata warehouses, enabling data analytics and data mining.

Our IT InfrastructureWe have also built comprehensive IT infrastructure, including various operational systems and workstations. Our IT infrastructure

digitizes each step in our business operation, enables our employees to implement decisions made by Danke Brain and connects all ofour employees, property owners, residents and third-party service providers. It also provides feedback from our daily operations into thebig data platform to make our Danke Brain "smarter."

We build our technology system on Alibaba Cloud to facilitate reliability and scalability.Our technology system is essential to our rapid growth and high efficiency. It empowers every step of our business process, and

enables us to achieve better planning, effective sourcing, efficient building, targeted renting and tailored servicing.129



Table of ContentsOur Business Process

Our business process consists of planning, sourcing, building, renting and servicing.Planning

We plan on a city level and neighborhood level when deciding whether to expand our footprint. Our Digital City System utilizeslocation-based data, demographic data and trends, historical and market rental prices to determine where we should devote ourresources to and when. It modularizes a city into blocks of 500 × 500 meters, evaluates each block based on over 100 rental-relateddimensions, and assigns an attractiveness rating to each block. Such ratings together with other strategic considerations determine ourexpansion into a particular city; once we have entered a city, the system generates an "intra-city expansion route" based on the ratings,which guides the sequence and pace of our expansion into new neighborhoods.

Digital City System

The speed of our intra-city expansion has improved significantly as our Danke Brain gets smarter. For instance, in Beijing, our firstcity, it took us 31 months to achieve 20,000 apartment units. In Chengdu, the last city we entered in 2018, we reached the same numberwithin only 12 months. The following chart shows the organic growth in the number of apartment units we operated during the firsttwelve months after we entered into a city.

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High Speed of Organic Expansion into New Cities

SourcingLead Generation

We source apartments from property owners primarily through our business development team, or BD team. Our BD team collectsleads primarily from our online platform, our call center, as well as third-party online and offline channels. As we become anestablished brand in China, property owners increasingly reach out to us directly through our online platform or call center, after whichour BD team will follow up by visiting the apartments.

Intelligent PricingDuring a visit, our BD team inspects and records the condition of the apartment into our Intelligent Pricing System. The system

estimates the rent we ultimately charge our residents primarily based on the neighborhood of the apartment and the renovation costbased on evaluation of the apartment's conditions, and back-calculates how much we can afford to pay the property owner. To facilitatereal-time negotiation, the system offers flexibility by instantaneously generating multiple sets of deal terms, including lease term, rentalprice and escalation over the term of the lease and rent-free period. Our BD team is required to strictly follow the deal terms, whichsignificantly improves the efficiency in lease negotiation. If the property owner chooses to accept an offer, a standardized lease can besigned on the spot using our mobile app.

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Intelligent Pricing System

As we improve the algorithms and as Danke Brain constantly learns from past transactions, the accuracy of its pricing estimatescontinuously improves. In the nine months ended September 30, 2019, the accuracy rate of the estimated lease-out price wasapproximately 95%.

BD Team EmpowermentOur Digital City System monitors on a real-time basis our business performance and the competitive landscape in each

neighborhood, so that our local team can adjust strategies accordingly. For instance, it enables local managers to monitor how weperform in each neighborhood as compared to our competitors and allocate the salesforce accordingly.

The streamlined, tech-enabled sourcing process and effective management improve our BD team's efficiency. In 2018, our BDteam successfully sourced and leased on average 7.1 apartments per person per month, which was the highest among our peers,according to iResearch. The system also relieves us from reliance on a real estate agent's experience about a particular neighborhood orcity, which are rarely transferrable across cities.

BuildingOur strong in-house design and supply chain management capabilities enable us to efficiently convert a diverse portfolio of

apartments into consistent "Danke Style" with optimized quality and cost. We can effectively manage an extensive network ofrenovation contractors to simultaneously renovate 50,000 apartment units scattered in thousands of neighborhoods across 13 cities andmaintain consistent quality.

DesignWe have a professional in-house design team dedicated to produce stylish renovation solutions that cater to our residents. As a

majority of our residents are young people between the ages of 22 and 30,132



Table of Contentsour design team adapts a modern and contemporary theme for renovation and furnishing. As tastes and preference shift over the years,our design team continuously upgrades our solutions while staying true to the "Danke Style."

Our design team has developed a set of standardized renovation modules consisting of multiple options for every aspect of therenovation and furnishing process based on different floor plans and apartment conditions. Our field designers can leverage theIntelligent Renovation System to easily select and assemble the optimal renovation modules to match a particular apartment based on itsparameters and condition. This modularized approach enables efficient and massive replication while still keeping our classic "DankeStyle" for each of our apartment units. It also optimizes our SKUs, which enables just-in-time deliveries and allows us to procurefurniture at favorable cost.

As we accumulate more data from daily operations and collect more resident feedbacks, we are able to frequently upgrade ourrenovation modules to better serve the needs of our residents while also optimizing renovation time and cost.

Supply Chain ManagementOur strong supply chain capabilities across procurement, renovation, furnishing and quality control pave the way for efficient

replication of "Danke Style."We have established an extensive network of renovation contractors across all cities we operate in. Our scale and status as a repeat

client allow us to secure favorable rates and consistent quality performance from our renovation partners. We furnish the apartmentswith high-quality furniture and electronic appliances. We design modern and stylish furniture and outsource the production to OEMs,and purchase electronic appliances such as refrigerators and air conditioners from reputable manufacturers.

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Nordic Style Industrial Style

Minimalist Style New Classic Style



Table of ContentsWe carefully select our suppliers and furniture OEMs through a centralized selection process based on their reputation and

qualifications. Our supply chain system identifies the types of furniture and electronic appliances we need from the designed floor plansand automatically place orders with our suppliers. We monitor their progress through our supply chain system and conduct regularevaluations of their quality. We enter into framework agreements with our suppliers and review the performance of the suppliers on anannual basis to make sure that we only retain suppliers that can meet our stringent standards of quality and efficiency.

We dissect the renovation and furnishing process into multiple steps, with detailed timetable as to when each step needs to becompleted. We monitor the entire process online to make sure that the timetable is strictly followed. This allows us to standardize andoptimize the renovation and furnishing process.

Renovation and Furnishing Process Management System

Our supply chain management capabilities enable us to improve our efficiency in renovation and furnishing and reduce the averagetime required for such process. In the six months ended June 30, 2019, it generally took 17-21 days for us to renovate and furnish anapartment depending on different apartment conditions, while maintaining consistent quality. This was more efficient than our peers,according to iResearch. We reduced the average time for renovation and furnishing to 18.7 days in the nine months ended September 30,2019. We have been able to constantly improve our supply chain

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Table of Contentsefficiency and enjoy better economies of scale as we expand. We effectively reduced the average renovation and furnishing cost toRMB10,404 during the nine months ended September 30, 2019.

We exert strict quality control during the renovation and furnishing process. See "�Quality and Safety�Procurement" and"�Inspections."

RentingWe have no physical storefront. We acquire our residents for Danke Apartment primarily through online channels, including our

online platform and third-party rental listing platforms, as well as our call center.We have a centralized rental system. Potential residents who are interested in renting from us can browse all of our apartment

listings on our online platform or talk to our sales team at our call center. While a traditional real estate agent generally has everyincentive to only push for available apartments within the agent's own territory, we centralize the renting process and leverage DankeBrain's user profiling capabilities to make personalized recommendations across neighborhoods within the specific city that a potentialresident is interested in, either through tailored online listings or our call center.

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Average Days for Renovation and Furnishing Average Cost for Renovation and Furnishing(1)

(in RMB)

(1) Represents total renovation and furnishing cost for a given period divided by the net addition of apartment unitsopened in such period; total renovation and furnishing cost incurred in 2017, 2018 and the nine months endedSeptember 30, 2019 was RMB452.8 million, RMB1,860.0 million and RMB1,898.8 million, respectively.



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Danke APP

Once potential residents find apartment units they want to view, they can book an in-person apartment tour with us. We will assigna member of our sales team to accompany the viewing and to recommend additional options if needed.

Because we uphold our standard and adopt a consistent style when renovating and furnishing our apartments, potential residentsgenerally know what they are getting even before setting foot in an actual Danke Apartment. They can even place orders online forapartment units that are still under renovation and sign leases in advance. The standardized design coupled with our targetedrecommendation reduces the time and effort spent on in-person tours for both the residents and the sales team, while also reducing ourreliance on physical viewings. In the first half of 2019, our residents signed leases with us after seeing on average 1.8 apartment units,and our sales team successfully rented out on average 21.4 apartment units per person per month. Our occupancy rate was 89.0% as ofJune 30, 2019. All of these metrics are better than our peers, according to iResearch.

ServicingWe offer one-stop services to our residents, and track the status of their requests through an online service system. See "�Our

Products and Service Offerings." As our system continues to paint more accurate portraits of our residents, we are able to betterunderstand their specific needs, and improve our ability to offer more tailored services.

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Online Service System

Our business process for Dream Apartment similarly consists of planning, sourcing, building, renting and servicing, albeit on adifferent scale and timeline. During the planning process, we leverage our Digital City System to identify the best neighborhoods andlocations. However, due to the larger ticket size of our Dream Apartment facilities, sourcing is a project-based approval process, andrenovation takes months as opposed to days. We primarily rely on our BD team to acquire corporate clients. We derive synergies fromdata, technology, supply chain and services between Danke Apartment and Dream Apartment.Quality and Safety

To provide someone a home is a great responsibility. We have established and implemented strict quality control protocols andsecurity measures to protect the health and safety of our residents when staying with us, which is of paramount importance to us.

ProcurementWe exercise strict control over the procurement of materials used to renovate and furnish our apartments. For example, painted

panels, floors, paint and glue are the top causes of formaldehyde pollution in newly renovated apartment units. Currently we procurethese materials from suppliers who send the materials directly to our furniture OEMs and renovation contractors to eliminate the risk ofsub-standard materials being used in our apartments. The painted panels and floors from our designated suppliers follow theE0 standard, which is the standard with the lowest formaldehyde level. Each piece of our self-designed furniture is specially designedand manufactured to be durable, recyclable, safe and environmental-friendly.

InspectionsWe conduct multiple rounds of inspections during the renovation and furnishing process to ensure quality of work. After an

apartment has been renovated and furnished, our quality control team conducts a final round of inspection before a new resident movesin. We use a comprehensive checklist of approximately 700 items that covers every aspect of the apartment from water heater tocurtains. Among others, strict air quality test is performed using advanced inspection equipment. In rare cases

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Table of Contentswhere the air quality fails to meet our standard, we will engage a third-party air quality management company to improve the air qualityuntil it satisfies the test.

Intelligent Ventilation SystemWe recently launched an innovative intelligent ventilation system, which can effectively improve air quality of newly-renovated

apartments. We recently installed the system in a majority of our newly-renovated apartments in Hangzhou. With the support of thelocal government, we are advocating the use of the system as an industry standard.

We believe the rental market and the renovation market at large will benefit from the implementation of industry standards forbetter quality and services. Having voluntarily adopted a self-imposed high standard over the years, we also believe that we will benefitfrom industry-wide transparency in this regard.

Safety and SecurityEach of our apartments and dormitory-style rooms has a password-protected digital door lock to ensure safety and privacy. In the

context of Danke Apartment where residents rent separate private rooms, each room also has its own additional digital door lock. ForDream Apartment, we have 24/7 onsite security to provide safeguard.

We perform background checks on each resident before signing a lease. We also keep a blacklist of former residents with badbehaviors who are not welcomed back.Sales and Marketing

Property Owner AcquisitionWe source Danke Apartments primarily through our BD team that collect leads primarily from our online platform, our call center,

as well as third-party online and offline channels. As to Dream Apartments, our BD team primarily source from corporate propertyowners, such as owners of chained budget hotels and small office buildings, as well as real estate developers who prefer to rent out theirown properties on a long-term basis.

Resident AcquisitionWe have no physical storefront. We primarily acquire our residents for Danke Apartments through online channels, including our

online platform and third-party rental listing platforms, as well as our call center. We also acquire residents for our Danke Apartmentthrough our sales team. As to Dream Apartment, we primarily rely on our BD team to search for and acquire corporate clients.

MarketingWe cooperate with major online media to direct traffic to our online platform. We also place targeted advertisements on third-party

rental listing platforms for lead generation.We conduct general branding advertising and organize targeted offline marketing campaigns and events to enhance our brand

awareness. For instance, as many of our residents are fresh graduates, we host on-campus campaigns to enhance our brand recognitionamong target residents. We also offer attractive promotions to fresh graduates, such as deposit-free programs. In addition, we organizenetworking and social events for our residents, while also promoting our brand and increasing a sense of community.

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Table of ContentsLease Arrangements

Lease Arrangements with Property OwnersWe generally enter into four- to six-year leases with property owners of Danke Apartment and pay our rent on a monthly or

quarterly basis. As to property owners of Dream Apartment, we typically enter into ten-year leases with them and pay our rent on asemi-annual basis. In both instances, we are typically required to make certain amount of deposit with the property owners upfront.

The property owners are required to provide us with documentation to demonstrate their legal ownership of the properties. We areentitled to sublet the apartments without the need to obtain prior written consent from the property owners. We typically have the rightto terminate the lease prior to its expiration if property owners make misrepresentations or breach the lease. In the event of earlytermination by the property owners, they are typically required to pay certain penalties to us and the residents or corporate clients whorent their apartments from us. We are generally not required to restore the properties to their original conditions at the expiration of theleases, with limited exceptions. The property owners are obligated to ensure that we can properly use the apartments and shouldindemnify us for any losses caused by their failure to do so. The property owners are liable for any damages to the apartments caused bythird parties and we are liable for any damages caused by our improper use of the apartments.

Lease Arrangements with Our ResidentsOur residents for Danke Apartments generally sign leases on one-year term and are required to make certain amount of deposit

with us upfront. A resident is also solely liable for any damages, personal injuries or property losses he or she causes during the leaseterm. A resident cannot sublet the apartment unit without our prior written consent. If a resident seeks to terminate the lease prior to itsexpiration, he or she is generally required to pay us certain penalties. We have the right to terminate the lease and charge our residentpenalties if the resident is delinquent on rent payment for seven days or longer, interfere with other residents' use of the apartment orconduct any illegal activities, among others.

We provide flexible payment options to our residents for Danke Apartment. They may choose to prepay rent on an annual, semi-annual or quarterly basis. We also cooperate with licensed financial institutions that offer rent financing to them. Once a resident optsfor rent financing, we will connect the resident with a financing institution we cooperate with. The financial institution will perform acredit assessment on the resident, and if approved, will communicate financing terms and enter into financing agreements with theresident. To ensure proper use of the funds, the financial institutions will make upfront payment to us, and the residents will pay backthe loan to the financial institutions in monthly installments. We pay the corresponding interest to the relevant financial institutions. Inthe event of the early termination of a resident's lease or a resident's default on repayment of monthly installments, we are required toreturn the upfront payment for the remaining lease term to the relevant financial institution. In the event of resident delinquency, wehave the right to terminate the lease and reclaim the apartment unit. For more information regarding rent financing, see "Management'sDiscussion and Analysis of Financial Condition and Results of Operations�Key Components of Results of Operations�InterestExpenses."

Lease Arrangements with Corporate ClientsOur corporate clients for Dream Apartment typically sign leases on one- or two-year term and make certain amount of deposit with

us upfront. They typically pay rent on a quarterly or semi-annual basis. They are not allowed to sublet the property without our priorwritten consent. The termination clause of the leases for Dream Apartment is generally similar to that of Danke Apartment.

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Table of ContentsData Privacy and Security

We are committed to protecting data privacy. We collect and store personal information and other data during our daily operationswith prior consent in accordance with applicable laws and regulations. Whenever a property owner or resident registers on or logs intoour online platform, they can review our data usage and privacy policy, which sets forth how we collect, process and use their data andthe measures we implement to protect the privacy of their data. We undertake to keep their data private and secured and use everymeans to make sure that we do not disclose or leak such information to any third party without their express consent unless required bylaw. We have established and implemented strict internal policies on data collection, processing, usage, storage and transmission. Weencrypt all the data we collect and strictly limit and monitor employee access to such data. We also use Alibaba Cloud security systemto improve data security and facilitate the prevention of unauthorized use, leak or loss of the data. In addition, we use third-partycybersecurity company to conduct regular penetration test to identify weaknesses in our system and evaluate its security. Whenever anissue is discovered, we take prompt actions to upgrade our system and mitigate any potential problems that may undermine the securityof our system. We believe our policies and practice with respect to data privacy and security are in compliance with applicable laws andwith prevalent industry practice.Intellectual Property

We regard our trademarks, copyrights, patents, domain names, know-how, proprietary technologies and other intellectual propertyas critical to our success. We currently rely on trademarks, copyrights, trade secret law and confidentiality, invention assignment andnon-compete agreements with our employees and others to protect our proprietary rights. As of September 30, 2019, we have registered171 trademarks, 30 copyrights and 39 domain names in and outside of China.Competition

The residential rental market is highly competitive and rapidly changing. Our ability to compete successfully depends on manyfactors, including our brand recognition and reputation, our ability to source additional apartments and other properties, our ability toretain existing residents and attract new ones, and the robustness of our technology system, particularly our Danke Brain, in supportingour business operations.

Our competitors include (i) other co-living platforms, (ii) traditional real estate agents, (iii) real estate developers that rent out theirown properties and (iv) hotel and serviced apartments operators. We believe our strong technological capabilities in the residential rentalarena set us apart from our competitors. Our extensive apartment network and rapid growth speed have further reinforced ourcompetitiveness.Seasonality

We experience seasonality in our business. We generally rent out a higher number of apartment units during the graduation seasonwhen college students start to look for off-campus rental apartments. We typically experience a lower level of rental around lunar year-end when a large number of migrants return to their hometowns to celebrate the Chinese New Year. It generally picks up after theChinese New Year when these migrants return to work.

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Table of ContentsEmployees

As of December 31, 2017 and 2018 and September 30, 2019, we had a total of 1,610, 6,676 and 5,205 employees, respectively. Thefollowing table sets forth the breakdown of our employees as of September 30, 2019 by function:

Our employees were based in Beijing, Shenzhen, Shanghai, Hangzhou, Tianjin, Wuhan, Nanjing, Guangzhou, Chengdu, Suzhou,Wuxi, Xi'an and Chongqing, respectively, as of September 30, 2019.

We believe we offer our employees competitive compensation packages and a dynamic and cohesive work environment. As aresult, we have generally been able to attract and retain qualified personnel and maintain a stable core management team. We plan tohire additional experienced and talented employees for our technology team.

Under PRC laws, we participate in various employee social security plans that are organized by municipal and provincialgovernments for our PRC-based full-time employees, including pension, unemployment insurance, childbirth insurance, work-relatedinjury insurance, medical insurance and housing provident fund. We are required under PRC laws to make contributions from time totime to employee benefit plans for our PRC-based full-time employees at specified percentages of their salaries, bonuses and certainallowances of such employees, up to maximum amounts specified by local governments in China. We enter into employment contractswith our full-time employees which contain standard confidentiality and non-compete provisions.

We believe that we maintain a good working relationship with our employees, and we have not experienced any major labordisputes.Properties and Facilities

Our corporate headquarters are located in Beijing, China, where we lease approximately 6,367 square meters of office space. Wealso maintain other leased offices in Shenzhen, Shanghai, Hangzhou, Tianjin, Wuhan, Nanjing, Guangzhou, Chengdu, Suzhou, Xi'anand Chongqing totaling approximately 3,943 square meters. We owned office buildings in Hangzhou totaling approximately 876 squaremeters. In addition, we lease warehouses in each of Beijing, Shenzhen, Shanghai, Hangzhou, Tianjin, Nanjing, Guangzhou, Chengdu,Wuhan and Suzhou totaling approximately 36,756 square meters. We believe that we will be able to obtain adequate facilities,principally by lease, to accommodate our future expansion plans.Insurance

We maintain property insurance covering apartment units we operate. We also maintain personal injury insurance that coverspersonal injuries of our renters caused by certain types of accidents in a majority of our apartments. We provide social securityinsurance including pension insurance, unemployment insurance, work-related injury insurance and medical insurance for ouremployees. We also purchased employer liability insurance and additional commercial health insurance to increase

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FunctionNumber of

Employees% of Total

Sales and marketing 3,272 62.9Customer service 722 13.9Technology and product development 686 13.2General administration 337 6.5Supply chain 188 3.6

Total 5,205 100.0



Table of Contentsinsurance coverage of our employees. We do not maintain property insurance policies covering our equipment and other property,business interruption insurance or general third-party liability insurance, nor do we maintain product liability insurance or key-maninsurance. We consider our insurance coverage to be sufficient for our business operations in China.Legal Proceedings

We are currently not a party to any material legal or administrative proceedings. We may from time to time be subject to variouslegal or administrative claims and proceedings arising from the ordinary course of business. Litigation or any other legal oradministrative proceeding, regardless of the outcome, is likely to result in substantial cost and diversion of our resources, including ourmanagement's time and attention.

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REGULATIONSThis section sets forth a summary of the most significant rules and regulations that affect our business activities in China.

Foreign Investment LawThe Foreign Investment Law was formally adopted by the 2nd session of the thirteenth National People's Congress on March 15,

2019, which will come into effect on January 1, 2020 and replace the trio of existing laws regulating foreign investment in China,namely, the Sino-foreign Equity Joint Venture Enterprise Law, the Sino-foreign Cooperative Joint Venture Enterprise Law and theWholly Foreign-invested Enterprise Law, together with their implementation rules and ancillary regulations. The organization form,organization and activities of foreign-invested enterprises shall be governed, among others, by the Company Law of PRC and thePartnership Enterprise Law of PRC. Foreign-invested enterprises established before the implementation of this Law may retain theoriginal business organization and so on within five years after the implementation of this Law.

According to the Foreign Investment Law, foreign investments are entitled to pre-entry national treatment and are subject tonegative list management system. The pre-entry national treatment means that the treatment given to foreign investors and theirinvestments at the stage of investment access is not lower than that of domestic investors and their investments. The negative listmanagement system means that the state implements special administrative measures for access of foreign investment in specific fields.Foreign investors shall not invest in any forbidden fields stipulated in the negative list and shall meet the conditions stipulated in thenegative list before investing in any restricted fields. Foreign investors' investment, earnings and other legitimate rights and interestswithin the territory of China shall be protected in accordance with the law, and all national policies on supporting the development ofenterprises shall equally apply to foreign-invested enterprises.

The Guidance Catalog of Industries for Foreign Investment, or the Foreign Investment Catalog, promulgated by the NationalDevelopment and Reform Commission, or the NDRC, and the Ministry of Commerce, or the MOFCOM on June 28, 1995 and amendedfrom time to time, listed three categories with regard to foreign investment: "encouraged", "restricted" and "prohibited". Industries notlisted in the catalog are generally deemed as falling into a fourth category "permitted" unless specifically restricted by other PRC laws.On June 30, 2019, the NDRC and the MOFCOM promulgated the Special Administrative Measures for Access of Foreign Investment,or the 2019 Negative List, which came into effect on July 30, 2019 and replace the previous Foreign Investment Catalogue or negativelist. Our business like VATS is under special administrative measures in the Negative List 2019.Regulations on Real Estate Leasing ServicesGeneral Regulations on Housing Leasing

Pursuant to the Administration of Urban Real Estate Law of the PRC, which was promulgated by the Standing Committee inJuly 5, 1994 and most recently amended in August 27, 2009, a written lease contract shall be entered into between the lessor and thelessee for leasing a property, and the contract shall include the terms and conditions such as the term, purpose and price of leasing andliability for maintenance and repair, etc., as well as other rights and obligations of both parties.

Pursuant to the Administrative Measures on Leasing of Commodity Housing which was issued by Ministry of Housing and Urban-Rural Development on December 1, 2010 and came into effect on February 1, 2011, House may not be leased in any of the followingcircumstances: (i) the house is an illegal structure;(ii) the house fails to meet mandatory engineering construction standards with respectto safety and disaster preventions; (iii) house usage is changed in violation of applicable regulations;

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Table of Contentsand (iv) other circumstances which are prohibited by laws and regulations. The lessor and the lessee shall register and file with the localproperty administration authority within thirty days after entering into the lease contract and make further registration for changes ofsuch lease (if any). Non-compliance with such registration and filing requirements shall be subject to fines from RMB1,000 toRMB10,000 provided that they fail to rectify within required time limits. In addition, the housing and urban-rural developmentdepartment of government of provinces, autonomous regions and centrally-administered municipalities may formulate implementationregulations based on these measures.Regulations on Real Estate Brokerage Business and Brokers and House Leasing Enterprises

On January 20, 2011, the Ministry of Housing and Urban-Rural Development, National Development and Reform Commission andMinistry of Human Resources and Social Security jointly promulgated the Real Estate Brokerage Management Methods, which tookinto effect on April 1, 2011 and was revised on April 1, 2016. Pursuant to the Real Estate Brokerage Management Methods, the realestate brokerage refer to the behaviors that real estate brokerage institutions and personnel engaging in the real estate transactions inorder to provide intermediary and agency services to the principals and in return for commissions. To qualify as a real estate brokerageinstitution, a company and its branch offices shall have sufficient number of real estate personnel and file with the constructionauthorities in respective cities within 30 days after obtaining the business license. Information such as business license and fillingdocuments, contents and standard of services, fees and methods to regulate trading funds shall be showed prominently in their premises.Non-compliance with the requirements prescribed in the Real Estate Brokerage Management Methods will subject the real estatebrokerage institutions to penalties including fines, suspension of business or even criminal liability.

Pursuant to the Interim Regulation on Profession Qualification for Real Estate Agent Professionals and Implementing Measures onExaminations of Real Estate Agent Professionals which was issued by the Ministry of Human Resources and Social Security and theMinistry of Housing and Urban-Rural Development in June 25, 2015 and came into effect on July 1, 2015, to practice as a qualified realestate agent professional, an individual must obtain a qualification certificate for real estate agent professional. On the contrast, anindividual broker who fails to obtain the required qualification certificate will not be permitted to engage in the real estate brokerageagent service.

On May 19, 2017, the Ministry of Housing and Urban-Rural Development promulgated the Administrative Measures on HouseLeasing and Sale (Draft for Comments), or the Measures on Leasing and Sale, which has not been effective. Pursuant to the Measureson Leasing and Sale, the PRC government supports the development of scaled and professional house leasing enterprises. The houseleasing enterprises and real estate brokerage agencies shall go through the record-filing formalities with the real estate administrationswithin 30 days from the date of establishment. Penalty for non-compliance with the record-filing requirement includes warning,imposition of fine and confiscation of illegal gains. Also the real estate intermediary shall prepare the statement of the house conditionsand inspect the house on the spot before release the rental information. Further, the real estate brokerage agencies shall be responsiblefor the authenticity of the leasing information on their website. Certain cities, including but not limited to Beijing, Shanghai, Nanjing,Shenzhen, Chengdu, Wuhan and Tianjin, have promulgated notices specifying the record-filing requirement of house leasing enterprisesand real estate brokerage agencies.

Pursuant to the Circular on Accelerating the Development of the House Leasing Market in Large and Medium-Sized Cities with aNet Inflow Population jointly issued by the Ministry of Housing and Urban-Rural Development, National Development and ReformCommission, Ministry of Public Security, Ministry of Finance, Ministry of Land and Resource, People's Bank of China, StateAdministration of Taxation and China Securities Regulatory Commission on July 18, 2017, the business scope of house leasingenterprise shall uniformly use the term "house leasing" when applying for the

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Table of Contentsbusiness registration. In addition, local Housing and Urban-Rural Development departments shall establish and improve the record-filing system for house leasing enterprise and real estate brokerage agencies.Regulations on Dividing Room for Leasing

Pursuant to the Administrative Measures on Leasing of Commodity Housing, for residential lease, the original design room shallbe the smallest unit, the per capital floor area shall not be less than the minimum standard stipulated by the local People's Government.Violation of the regulation may cause warnings and fines. Kitchen, washroom, balcony and basement store room shall not be let out forresidential purpose. It is silent on whether the living room could be divided for rental or not. According to the Real Estate BrokerageManagement Methods, the real estate brokerage institutions and their personnel shall not change the internal structure of houses anddivide them for rental.

On March 1, 2017, Ministry of Commerce promulgated the Operation and Service Standards of the Rental Apartment (Draft forComments), or the Operation and Service Standards. According to the Operation and Service Standards, living room can be divided forrental, provided that certain requirements for dividing living room can be satisfied, such as the area after division shall not be less than10 square meters, the materials used for division shall meet the national requirement and the divided space of living room shall satisfythe sound insulation standard as bedrooms. However, the Operation and Service Standards has not been effective.

Local competent regulatory authorities of certain cities where we are conducting house leasing business, including but not limitedto Beijing, Shanghai, Hangzhou, Guangzhou, Wuhan, Tianjin, Chengdu, Nanjing, Suzhou and Shenzhen etc., also promulgatedregulations or rules governing the operations of house leasing business. We cannot assure you that our operations of dividing room forleasing business will not be deemed as non-compliance with local regulations and we cannot assure you that we will not be subject toany penalties imposed by local regulatory authorities that may materially and adversely affect our business, financial condition andresults of operations.Regulation on Centralized Leasing Apartment

On June 15, 2018, Beijing Municipal Commission of Housing and Urban-Rural Development, Beijing Municipal Public SecurityBureau and Beijing Municipal Commission of Urban Planning, Land and Resource jointly issued the Opinion on Developing LeasingCollective Dormitories for Employees (for Trail Implementation). This Opinion stipulated the requirements of leasing centralizedapartment such as: (i) leasing dormitories for employees shall not be sold or by way of lease in disguised form; (ii) the per capitaluseable area for residential shall not less than 4 square meters and the number of persons living in each dormitory shall not exceed 8;(iii) the operator shall lease the dormitory to an employer and cannot directly lease to individuals or families, etc.Regulations on Construction Project

The Construction Law, which took effect on November 1, 1997 and was amended in April 2011 and April 2019, respectively, isprimarily aimed at regulating the construction industry. Pursuant to the Construction Law, the developer shall apply for a constructionpermit prior to commencement of a construction project, except for small projects below the limit determined by the constructionadministrative authorities of the State Council. Construction enterprises shall be classified under different qualification grade based ontheir registered capital, technical professionals, technical equipment and track records of completed construction projects. Constructionenterprises may engage in construction activities within the scope of permitted qualification grade. Unauthorized construction thatwithout obtaining construction permit and projects which do not satisfy the criteria for

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Table of Contentscommencement of work may lead to liability of ordered to stop construction project and fines by construction administrative authorities.

On October 15, 1999, Ministry of Housing and Urban-Rural Development issued the Administrative Measures for the ConstructionPermits of Construction Projects, or the Construction Measures, which took into effect in December 1, 1999 and was amended in July2001, June 2014 and September 2018, respectively. Under the Construction Measures, construction and decoration of all kinds ofbuildings and ancillary facilities shall apply for the permission before starting construction project unless the amount investment of theproject less than RMB300,000 or the area of the construction project is less than 300 square meters (the administrative department ofHousing and Urban-Rural development in provincial level may adjust the limitation capital based on the reality of different regions).Furthermore, the Construction Measures emphasis that no entity or individuals shall divide any construction project into a number ofseparate projects below the applicable limits in order to avoiding the requirement of construction project permit. The violators may beordered to stop project, ordered to take remedial actions within a specified period of time and subject to fines.Regulations on Value-added Telecommunication Services

Among all of the applicable laws and regulations, the Telecommunications Regulations of the People's Republic of China, or theTelecom Regulations, promulgated by the PRC State Council on September 25, 2000 and last amended on February 6, 2016, is theprimary governing law, and sets out the general framework for the provision of telecommunications services by domestic PRCcompanies. Under the Telecom Regulations, telecommunications service providers are required to procure operating licenses prior totheir commencement of operations. The Telecom Regulations distinguish "basic telecommunications services" from VATS. VATS aredefined as telecommunications and information services provided through public networks. The Catalogue of TelecommunicationsServices, or the Telecom Catalogue, was issued as an attachment to the Telecom Regulations to categorize telecommunications servicesas either basic or value-added. In February 2003 and December 2015, the Telecom Catalogue was updated respectively, categorizingonline data and transaction processing, information services, among others, as VATS.

Foreign direct investment in telecommunications companies in China is governed by the Provisions on the Administration ofForeign-Invested Telecommunications Enterprises, or the FITE Regulations, which was issued by the State Council on December 11,2001, became effective on January 1, 2002 and was last amended on February 6, 2016. Under the aforesaid regulations, foreign-investedtelecommunications enterprises in the PRC, or FITEs, must be established as Sino-foreign equity joint ventures, and the geographicalarea it may conduct telecommunications services is provided by the Ministry of Industry and Information Technology, or the MIIT,accordingly. The foreign party to a FITE engaging in VATS may hold up to 50% of the equity of the FITE. In addition, the major foreigninvestor in value-added telecommunications business in China must satisfy a number of stringent performance and operationalexperience requirements, including demonstrating a good track record and experience in operating a value-added telecommunicationsbusiness. Moreover, approvals from the MIIT and the MOFCOM or their authorized local counterparts must be obtained prior to theoperation of the FITE and the MIIT and the MOFCOM retain considerable discretion in granting such approvals.

In September 2000, the State Council promulgated the Administrative Measures on internet-based Information Services, or theinternet Measures, most recently amended on January 8, 2011. Under the internet Measures, commercial internet content-relatedservices operators shall obtain an ICP License, from the relevant government authorities before engaging in any commercial internetcontent-related services operations within China.

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Table of ContentsThe Administrative Measures on Licensing of Telecommunications Business, or the Licenses Measures, issued on March 1, 2009

and most recently amended on July 3, 2017, which set forth more specific provisions regarding the types of licenses required to operateVATS, the qualifications and procedures for obtaining such licenses and the administration and supervision of such licenses. Under theseregulations, a commercial operator of VATS must first obtain a VATS License, from MIIT or its provincial level counterparts, otherwisesuch operator might be subject to sanctions including corrective orders and warnings from the competent administration authority, finesand confiscation of illegal gains and, in the case of significant infringements, the related websites may be ordered to close.

Under the Licenses Measures, where telecommunications operators change the name, legal representative or registered capitalwithin the validity period of their operating licenses, they shall file an application for update of the operating license to the originalissuing authority within 30 days after completing the administration for industry and commerce. Those fail to comply with theprocedure may be ordered to make rectifications, issued a warning or imposed a fine of RMB5,000 to RMB30,000 by the relevanttelecommunications administrations.

We engage in business activities that are VATS as defined in the Telecom Regulations and the Catalog. To comply with the relevantlaws and regulations, Yishui (Shanghai) Information Technology Co., Ltd., has obtained the ICP License, which will remain effectiveuntil April 30, 2024.Regulation on Internet Information Security and Privacy Protection

The PRC government has enacted laws and regulations with respect to internet information security and protection of personalinformation from any abuse or unauthorized disclosure. Internet information in China is regulated and restricted from a national securitystandpoint. PRC laws impose criminal penalties for any effort to: (i) gain improper entry into a computer or system of strategicimportance; (ii) disseminate politically disruptive information; (iii) leak state secrets; (iv) spread false commercial information; or(v) infringe intellectual property rights. In addition, the Ministry of Public Security has promulgated measures prohibiting use of theinternet in ways which result in a leak of state secrets or a spread of socially destabilizing content, among other things. If an internetinformation service provider violates any of these measures, competent authorities may revoke its operating license and shut down itswebsites.

Under the Several Provisions on Regulating the Market Order of Internet Information Services, issued by the MIIT in December2011, an internet information service provider may not collect any personal information on a user or provide any such information tothird parties without the user's consent. It must expressly inform the user of the method, content and purpose of the collection andprocessing of such user's personal information and may only collect information to the extent necessary to provide its services. Aninternet information service provider is also required to properly maintain users' personal information, and in case of any leak or likelyleak of such information, it must take immediate remedial measures and, in the event of a serious leak, report to the telecommunicationsregulatory authority immediately.

Pursuant to the Decision on Strengthening the Protection of Online Information, issued by the Standing Committee of the NationalPeople's Congress in December 2012, and the Order for the Protection of Telecommunication and Internet User Personal Information,issued by the MIIT in July 2013, any collection and use of a user's personal information must be subject to the consent of the user, belegal, rational and necessary and be limited to specified purposes, methods and scopes. An internet information service provider mustalso keep such information strictly confidential, and is further prohibited from divulging, tampering or destroying any such information,or selling or providing such information to other parties. An internet information service provider is required to take technical and othermeasures to prevent the collected personal information from any unauthorized disclosure, damage or loss. Any violation of these lawsand regulations may subject the internet information

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Table of Contentsservice provider to warnings, fines, confiscation of illegal gains, revocation of licenses, cancelation of filings, closedown of websites oreven criminal liabilities.

Pursuant to the Notice of the Supreme People's Court, the Supreme People's Procuratorate and the Ministry of Public Security onLegally Punishing Criminal Activities Infringing upon the Personal Information of Citizens, issued in April 2013, and the Interpretationof the Supreme People's Court and the Supreme People's Procuratorate on Several Issues regarding Legal Application in Criminal CasesInfringing upon the Personal Information of Citizens, which was issued on May 8, 2017 and took effect on June 1, 2017, the followingactivities may constitute the crime of infringing upon a citizen's personal information: (i) providing a citizen's personal information tospecified persons or releasing a citizen's personal information online or through other methods in violation of relevant nationalprovisions; (ii) providing legitimately collected information relating to a citizen to others without such citizen's consent (unless theinformation is processed, not traceable to a specific person and not recoverable); (iii) collecting a citizen's personal information inviolation of applicable rules and regulations when performing a duty or providing services; or (iv) collecting a citizen's personalinformation by purchasing, accepting or exchanging such information in violation of applicable rules and regulations.

The PRC Network Security Law, which was promulgated in November 2016 and took effect on June 1, 2017, requires a networkoperator, including internet information services providers among others, to adopt technical measures and other necessary measures inaccordance with applicable laws and regulations as well as compulsory national and industrial standards to safeguard the safety andstability of network operations, effectively respond to network security incidents, prevent illegal and criminal activities, and maintainthe integrity, confidentiality and availability of network data. The Network Security Law emphasizes that any individuals andorganizations that use networks must not endanger network security or use networks to engage in unlawful activities such as thoseendangering national security, economic order and the social order or infringing the reputation, privacy, intellectual property rights andother lawful rights and interests of others. The Network Security Law has also reaffirmed certain basic principles and requirements onpersonal information protection previously specified in other existing laws and regulations, including those described above. Anyviolation of the provisions and requirements under the Network Security Law may subject an internet service provider to warnings,fines, confiscation of illegal gains, revocation of licenses, cancellation of filings, closedown of websites or even criminal liabilities.Regulations on Intellectual Property RightsRegulations on Copyright

The Copyright Law, which took effect on June 1, 1991 and was amended in October 2001 and February 2010, respectively,provides that Chinese citizens, legal persons, or other organizations shall, whether published or not, own copyright in theircopyrightable works, which include, among others, works of literature, art, natural science, social science, engineering technology andcomputer software. Copyright owners enjoy certain legal rights, including right of publication, right of authorship and right ofreproduction. The Copyright Law as revised in 2001 extends copyright protection to internet activities and products disseminated overthe internet. In addition, PRC laws and regulations provide for a voluntary registration system administered by the Copyright ProtectionCenter of China, or the CPCC. According to the Copyright Law, an infringer of the copyrights shall be subject to various civil liabilities,which include ceasing infringement activities, apologizing to the copyright owners and compensating the loss of copyright owner.Infringers of copyright may also subject to fines and/or administrative or criminal liabilities in severe situations.

Pursuant to the Computer Software Copyright Protection Regulations promulgated on in December 2001 and amended in January2013, the software copyright owner may go through the

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Table of Contentsregistration formalities with a software registration authority recognized by the State Council's copyright administrative department. Thesoftware copyright owner may authorize others to exercise that copyright, and is entitled to receive remuneration.Trademark Law

Trademarks are protected by the Trademark Law which was adopted in August 1982 and subsequently amended in February 1993,October 2001, August 2013 and April 2019 respectively as well as by the Implementation Regulations of the PRC Trademark Lawadopted by the State Council in 2002 and as most recently amended on April 29, 2014. The Trademark Office of the StateAdministration for Market Regulation of the PRC handles trademark registrations. The Trademark Office grants a ten-year term toregistered trademarks and the term may be renewed for another ten-year period upon request by the trademark owner. A trademarkregistrant may license its registered trademarks to another party by entering into trademark license agreements, which must be filed withthe Trademark Office for its record. As with patents, the Trademark Law has adopted a first-to-file principle with respect to trademarkregistration. If a trademark applied for is identical or similar to another trademark which has already been registered or subject to apreliminary examination and approval for use on the same or similar kinds of products or services, such trademark application may berejected. Any person applying for the registration of a trademark may not injure existing trademark rights first obtained by others, normay any person register in advance a trademark that has already been used by another party and has already gained a "sufficient degreeof reputation" through such party's use.Domain Names

The MIIT promulgated the Administrative Measures on internet Domain Names or the Domain Name Measures on August 24,2017, which took effect on November 1, 2017 and replaced the Administrative Measures on China internet Domain Names promulgatedby MII on November 5, 2004. According to the Domain Name Measures, the MIIT is in charge of the administration of PRC internetdomain names. The domain name registration follows a first-to-file principle. Applicants for registration of domain names shall providethe true, accurate and complete information of their identities to domain name registration service institutions. The applicants willbecome the holder of such domain names upon the completion of the registration procedure.Regulations on Foreign Exchange and Offshore Investment

Under the PRC Foreign Exchange Control Regulation promulgated on January 29, 1996 and most recently amended on August 5,2008 and various regulations issued by the State Administration of Foreign Exchange (the "SAFE") and other relevant PRC governmentauthorities, Renminbi is convertible into other currencies for current account items, such as trade-related receipts and payments andpayment of interest and dividends. The conversion of Renminbi into other currencies and remittance of the converted foreign currencyoutside the PRC for of capital account items, such as direct equity investments, loans and repatriation of investment, requires the priorapproval from the SAFE or its local office.

Payments for transactions that take place within the PRC must be made in Renminbi. Unless otherwise approved, PRC companiesmay not repatriate foreign currency payments received from abroad or retain the same abroad. Foreign-invested enterprises may retainforeign exchange in accounts with designated foreign exchange banks under the current account items subject to a cap set by the SAFEor its local office. Foreign exchange proceeds under the current accounts may be either retained or sold to a financial institution engagedin settlement and sale of foreign exchange pursuant to relevant SAFE rules and regulations. For foreign exchange proceeds under thecapital accounts,

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Table of Contentsapproval from the SAFE is generally required for the retention or sale of such proceeds to a financial institution engaged in settlementand sale of foreign exchange.

Under the Notice of the State Administration of Foreign Exchange on Issues Concerning the Foreign Exchange Control forOverseas Investment and Financing and Round-tripping Investment by Chinese Residents through Special Purpose Vehicles, or theSAFE Circular 37, issued by the SAFE and effective on July 4, 2014, PRC residents are required to register with the local SAFE branchprior to the establishment or control of an offshore special purpose vehicle, or SPV, which is defined as offshore enterprises directlyestablished or indirectly controlled by PRC residents for offshore equity financing of the enterprise assets or interests they hold inChina. An amendment to registration or subsequent filing with the local SAFE branch by such PRC resident is also required if there isany change in basic information of the offshore company or any material change with respect to the capital of the offshore company. Atthe same time, the SAFE has issued the Operation Guidance for the Issues Concerning Foreign Exchange Administration over Round-trip Investment regarding the procedures for SAFE registration under the SAFE Circular 37, which became effective on July 4, 2014 asan attachment of Circular 37.

Under the relevant rules, failure to comply with the registration procedures set forth in the SAFE Circular 37 may result inrestrictions on the foreign exchange activities of the relevant onshore company, including the payment of dividends and otherdistributions to its offshore parent or affiliates, and may also subject relevant PRC residents to penalties under PRC foreign exchangeadministration regulations.

Pursuant to the Circular on Further Simplifying and Improving the Foreign Exchange Management Policies on Direct Investment,or the SAFE Circular 13, effective from June 1, 2015, which cancels the administrative approvals of foreign exchange registration ofdirect domestic investment and direct overseas investment and simplifies the procedure of foreign exchange-related registration, theinvestors shall register with banks for direct domestic investment and direct overseas investment.

Based on the SAFE Circular 13 and other laws and regulations relating to foreign exchange, when setting up a new foreign-invested enterprise, the foreign invested enterprise shall register with the bank located at its registered place after obtaining the businesslicense, and if there is any change in capital or other changes relating to the basic information of the foreign-invested enterprise,including without limitation any increase in its registered capital or total investment, the foreign invested enterprise shall register suchchanges with the bank located at its registered place after obtaining the approval from or completing the filing with competentauthorities. Pursuant to the relevant foreign exchange laws and regulations, the above-mentioned foreign exchange registration with thebanks will typically take less than four weeks upon the acceptance of the registration application.Regulations on Dividend Distribution

The principal laws and regulations regulating the dividend distribution of dividends by foreign-invested enterprises in the PRCinclude the Company Law of the PRC, as amended in August 2004, October 2005, December 2013 and October 2018, the Law ofWholly Foreign-owned Enterprises promulgated in April 1986 and amended in October 2000 and September 2016 and itsimplementation regulations promulgated in December 1990 and subsequently amended in April 2001 and February 2014, the Sino-Foreign Equity Joint Venture Law of the PRC promulgated in July 1979 and subsequently amended in April 1990, March 2001 andSeptember 2016 and its implementation regulations promulgated in September 1983 and subsequently amended in January 1986,December 1987, July 2001, January 2011, February 2014 and March 2019, and the Sino-Foreign Cooperative Joint Venture Law of thePRC promulgated in April 1988 and amended in October 2000, September 2016 and November 2017 and its implementation regulationspromulgated in September 1995 and amended in March 2014, March 2017 and November 2017 respectively. The Wholly Foreign-owned Enterprise

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Table of ContentsLaw, the Sino-Foreign Equity Joint Venture Law of the PRC and the Sino-Foreign Cooperative Joint Venture Law of the PRC will bereplaced by the Foreign Investment Law on January 1, 2020. Under the current regulatory regime in the PRC, foreign-investedenterprises in the PRC may pay dividends only out of their retained earnings, if any, determined in accordance with PRC accountingstandards and regulations. A PRC company is required to set aside as statutory reserve funds at least 10% of its after-tax profit, until thecumulative amount of such reserve funds reaches 50% of its registered capital unless laws regarding foreign investment provideotherwise. A PRC company shall not distribute any profits until any losses from prior fiscal years have been offset. Profits retained fromprior fiscal years may be distributed together with distributable profits from the current fiscal year.Regulations on TaxationEnterprise Income Tax

On March 16, 2007, the SCNPC promulgated the Corporate Income Tax Law of PRC, or the EIT Law, which was amended onFebruary 24, 2017 and December 29, 2018. On December 6, 2007, the State Council enacted the Regulations for the Implementation forthe Corporate Income Tax Law of PRC, which came into effect on January 1, 2008 and was amended in April 2019. Under the EIT Lawand its implementing regulations, both resident enterprises and non-resident enterprises are subject to tax in the PRC. Residententerprises are defined as enterprises that are established in China in accordance with PRC laws, or that are established in accordancewith the laws of foreign countries but are actually or in effect controlled from within the PRC. Non-resident enterprises are defined asenterprises that are organized under the laws of foreign countries and whose actual management is conducted outside the PRC, but haveestablished institutions or premises in the PRC, or have no such established institutions or premises but have income generated frominside the PRC. Under the EIT Law and relevant implementing regulations, a uniform corporate income tax rate of 25% is applied.However, if non-resident enterprises have not formed permanent establishments or premises in the PRC, or if they have formedpermanent establishment or premises in the PRC but there is no actual relationship between the relevant income derived in the PRC andthe established institutions or premises set up by them, enterprise income tax is set at the rate of 10% with respect to their incomesourced from inside the PRC.Value-added Tax

The Provisional Regulations of the PRC on Value-added Tax were promulgated by the State Council on December 13, 1993 andcame into effect on January 1, 1994, were subsequently amended on November 10, 2008 and came into effect on January 1, 2009 andwere most recently amended on February 6, 2016 and November 19, 2017. The Implementation Rules for the Provisional Regulationsthe PRC on Value-added Tax (Revised in 2011) were promulgated by the Ministry of Finance on December 25, 1993 and subsequentlyamended on December 15, 2008 and October 28, 2011, or collectively, the VAT Law. On November 19, 2017, the State Councilpromulgated The Decisions on Abolition of the Provisional Regulations of the PRC on Business Tax and Revision of the ProvisionalRegulations of the PRC on Value-added Tax, or Order 691. According to the VAT Law and Order 691, all enterprises and individualsengaged in the sale of goods, the provision of processing, repair and replacement services, sales of services, intangible assets, realproperty and the importation of goods within the territory of the PRC are the taxpayers of VAT. The VAT tax rates generally applicableare simplified as 17%, 11%, 6% and 0%, and the VAT tax rate applicable to the small-scale taxpayers is 3%. The Notice of the Ministryof Finance and the State Administration of Taxation on Adjusting Value-added Tax Rates, or the Notice, was promulgated on April 4,2018 and came into effect on May 1, 2018. According to the Notice, the VAT tax rates of 17% and 11% are changed to 16% and 10%,respectively. On March 20, 2019, the Ministry of Finance, State Taxation Administration and General Administration of Customs jointlypromulgated the Announcement on Policies for Deeping the

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Table of ContentsVAT Reform or Notice 39, which came into effect on April 1, 2019. Notice 39 further changes the VAT tax rates of 16% and 10% to13% and 9%, respectively.Regulations on Employment and Social WelfareLabor Law and Labor Contract Law

The Labor Law of the PRC, or the Labor Law, which was promulgated by the Standing Committee of the NPC in July 1994,became effective in January 1995, and was most recently amended in December 2018. Pursuant to the Labor Law, an employer shalldevelop and improve its labor safety and health system, stringently implement national protocols and standards on labor safety andhealth, conduct labor safety and health education for workers, guard against labor accidents and reduce occupational hazards.

The Labor Contract Law of the PRC, or the Labor Contract Law, which took effect on January 1, 2008 and was amended onDecember 28, 2012, is primarily aimed at regulating rights and obligations of employer and employee relationships, including theestablishment, performance and termination of labor contracts. Pursuant to the Labor Contract Law, labor contracts shall be concludedin writing if labor relationships are to be or have been established between employers and the employees. Employers are prohibitedfrom forcing employees to work above certain time limit and employers shall pay employees for overtime work in accordance tonational regulations. In addition, employee wages shall be no lower than local standards on minimum wages and shall be paid toemployees timely.

The Labor Contract Law also imposes stringent requirements on the use of employees of temp agencies, who are known in Chinaas "dispatched workers". Dispatched workers are entitled to equal pay with fulltime employees for equal work. Employers are onlyallowed to use dispatched workers for temporary, auxiliary or substitutive positions, and the number of dispatched workers may notexceed 10% of the total number of employees.Social Insurance and Housing Fund

As required under the Regulation on Work-related Injury Insurance implemented on January 1, 2004 and amended in 2010, theProvisional Measures for Maternity Insurance of Employees of Corporations implemented on January 1, 1995, the Decision of the StateCouncil for the Establishment of a Unified Basic Pension Plan for Enterprises Employees issued on July 16, 1997, the Decisions on theEstablishment of the Medical Insurance Program for Urban Workers of the State Council promulgated on December 14, 1998, theUnemployment Insurance Measures promulgated on January 22, 1999 and the Social Security Law of the PRC implemented on July 1,2011 and amended on December 29, 2018, employers are required to provide their employees in the PRC with welfare benefits coveringpension insurance, unemployment insurance, maternity insurance, labor injury insurance and medical insurance.

In accordance with the Regulations on the Management of Housing Provident Fund which was promulgated by the State Council inApril 1999 and amended in March 2002 and March 2019, respectively, employers must register at the designated administrative centersand open bank accounts for depositing employees' housing funds. Employer and employee are also required to pay and deposit housingfunds, with an amount no less than 5% of the monthly average salary of the employee in the preceding year in full and on time.Employee Stock Incentive Plan

Pursuant to the Notice of Relevant Issues Concerning the Administration of Foreign Exchange for Domestic Individuals'Participation in Equity Incentive Plan of Overseas Listed Company, or Circular 7, which was issued by the SAFE on February 15, 2012,employees, directors, supervisors, and other

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Table of Contentssenior management who participate in any stock incentive plan of an publicly-listed overseas company and who are PRC citizens ornon-PRC citizens residing in China for a continuous period of no less than one year, subject to a few exceptions, are required to registerwith SAFE through a qualified domestic agent, which may be a PRC subsidiary of such overseas listed company, and complete certainother procedures.

In addition, the State Administration of Taxation, or the SAT, has issued certain circulars concerning employee stock options andrestricted shares. Under these circulars, employees working in the PRC who exercise stock options or are granted restricted shares willbe subject to PRC individual income tax. The PRC subsidiaries of an overseas listed company are required to file documents related toemployee stock options and restricted shares with relevant tax authorities and to withhold individual income taxes of employees whoexercise their stock option or purchase restricted shares. If the employees fail to pay or the PRC subsidiaries fail to withhold income taxin accordance with relevant laws and regulations, the PRC subsidiaries may face sanctions imposed by the tax authorities or other PRCgovernmental authorities.M&A Rules and Overseas Listing

On August 8, 2006, six PRC governmental and regulatory agencies, including the MOFCOM and the China Securities RegulatoryCommission, or the CSRC, promulgated the Provisions on Merger and Acquisition of Domestic Enterprises by Foreign Investors, or theM&A Rules, governing the mergers and acquisitions of domestic enterprises by foreign investors that became effective on September 8,2006 and was revised on June 22, 2009. The M&A Rules, among other things, requires that if an overseas company established orcontrolled by PRC companies or individuals, or PRC Citizens, intends to acquire equity interests or assets of any other PRC domesticcompany affiliated with the PRC Citizens, such acquisition must be submitted to the MOFCOM for approval. The M&A Rules alsorequires that an offshore SPV formed for overseas listing purposes and controlled directly or indirectly by the PRC Citizens shall obtainthe approval of the CSRC prior to overseas listing and trading of such SPV's securities on an overseas stock exchange.

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MANAGEMENTDirectors and Executive Officers

The following table sets forth certain information relating to our directors and executive officers as of the date of this prospectus.

Mr. Derek Boyang Shen is our chairman of board of directors and the angel investor of us. Mr. Shen is a successful serialentrepreneur and investor and has extensive experience in the internet industry. Mr. Shen served as the president of LinkedIn China anda global vice president of LinkedIn from 2014 to 2017. Prior to that, he founded Nuomi and served as its chief executive officer from2010 to 2013. From 2005 to 2010, Mr. Shen worked at Google in both the U.S. and China, with his last position being the head ofbusiness development of Google China. Prior to Google, he held various senior technical leadership roles at Yahoo! and two otherinternet companies in the U.S. Mr. Shen obtained dual bachelor's degrees in business administration and environmental chemistry fromNankai University in 1996. He obtained his master's degree in computer science from University of California, Los Angeles (UCLA) in2000.

Mr. Jing Gao is our co-founder, director and chief executive officer. Mr. Gao has more than a decade of experience in the internetindustry and as a successful serial entrepreneur. Prior to co-founding our company, Mr. Gao served as the chief executive officer ofSun0101.com, an advertising technology company in 2014. From 2013 to 2014, he worked as the head of business intelligence andbusiness analytics system of Nuomi, where he was also responsible for developing new business opportunities. Prior to that, Mr. Gaowas the chief of staff to the president of OkBuy, a leading e-commerce company in China, from 2011 to 2013. He worked as a searchengine marketing manager at Baidu from 2009 to 2011. From 2005 to 2009, he worked at Baixing.com, an online classifieds platform,with his last position being the head of Beijing branch. Mr. Gao graduated from Beijing Jiaotong University in 2005, where he majoredin computer science.

Mr. Yan Cui is our co-founder, director and president. Mr. Cui has more than a decade of experience in the internet industry. Priorto co-founding our company, Mr. Cui served as an operation manager at the online business department of New Oriental from 2011 to2015. He worked at Baixing.com from 2006 to 2009, where he was responsible for online sales and marketing and data

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Name Age Position/Title

Derek Boyang Shen 46 ChairmanJing Gao 36 Co-Founder, Director and Chief Executive OfficerYan Cui 37 Co-Founder, Director and PresidentWenbiao Li 52 DirectorErhai Liu 51 DirectorXian Chen** 38 DirectorGang Ji 44 DirectorWilliam Wang 44 DirectorEdwin Fung* 55 Independent DirectorJianping Ye* 58 Independent DirectorMichael Guodong Gu 44 Chief Operating OfficerJason Zheng Zhang 45 Chief Financial OfficerBing Yu 34 Chief Technology OfficerLillian Jing Liu 55 Chief People Officer*

Has accepted appointment as our independent director, effective upon the SEC's declaration of effectiveness of our registration statement on

Form F-1, of which this prospectus is a part.

**Will resign immediately upon listing of the ADSs on the New York Stock Exchange.



Table of Contentsanalytics. Mr. Cui obtained a bachelor's degree in computer science from Beijing Union University in 2006.

Mr. Wenbiao Li has served as our director since 2015. Mr. Li has served as a managing director of Walden International since 2008and as a managing partner of Kaiwu Walden Capital, L.P. since 2013. Mr. Li also serves as a director of Union Optech Co., Ltd. acompany listed on the Shenzhen Stock Exchange and Best, Inc., a company listed on the NYSE. From 2004 to 2007, Mr. Li served as adirector of mobile engineering at Google. From 2000 to 2003, Mr. Li served as a vice president of engineering at Skire, Inc. Mr. Liobtained a bachelor's degree in computer engineering from Huazhong University of Science and Technology, a master's degree incomputer science from the University of San Francisco, and an EMBA degree from Golden Gate University.

Mr. Erhai Liu has served as our director since 2017. Mr. Liu is a founding and managing partner of Joy Capital. He has also servedas a director of Bitauto Holdings Limited, a company listed on the NYSE, since 2005, and of Luckin Coffee, Inc., a company listed onNASDAQ, since 2018. Before founding Joy Capital in 2015, Mr. Liu worked for Legend Capital from 2003 to 2015, where he served asa managing director and led the TMT and innovative consumption team. Mr. Liu obtained a bachelor's degree in communicationengineering from Guilin University of Electronic Technology in 1990, a master's degree in communication and information system fromXidian University in 1994, an MBA degree and a master's degree in global finance from Fordham University in 2003, and a master'sdegree in psychology from Peking University in 2011.

Mr. Xian Chen has served as our director since 2018. Mr. Chen is a partner and the chief investment oficer of CMC Capital. Priorto joining CMC Capital in 2013, Mr. Chen worked at Providence Equity Asia from 2009 to 2013. From 2004 to 2009, he worked atMorgan Stanley Private Equity Asia. Mr. Chen obtained a bachelor's degree in electronics engineering from Tsinghua University in2003.

Mr. Gang Ji has served as our director since 2019. Mr. Ji has served as a vice president of Ant Financial since 2016. He iscurrently a director of AGTech Holdings Ltd., a company listed on the Hong Kong Stock Exchange, and Cellular BiomedicineGroup, Inc., a company listed on NASDAQ. Prior to joining Ant Financial, he served as a vice president of Alibaba Group from 2008 to2016. Prior to that, Mr. Ji served as a vice president of Agile Partners from 2003 to 2007. He worked as an investment associate of NewMargin Ventures from 2000 to 2003. He worked at KPMG from 1997 to 2000. Mr. Ji obtained a bachelor's degree in internationalbusiness management from University of International Business and Economics in 1997.

Mr. William Wang has served as our director since 2019. Mr. Wang is one of the founding partners of Primavera Capital Group.Mr. Wang also serves as a director of Yum China Holdings, Inc., a company listed on the NYSE, Geely Automobile Holdings Limited, acompany listed on the Hong Kong Stock Exchange, and Sunlands Online Education Group, a company listed on the NYSE. Before co-founding Primavera Capital Group in 2010, he served as a managing director of Goldman Sachs (Asia) L.L.C. from 2006 to 2010,where he led significant successful investments in China. Prior to that, Mr. Wang worked in the investment banking division and theprivate equity group of China International Capital Corporation Limited (CICC). Mr. Wang obtained dual bachelor's degrees inmanagement engineering and computer science and a master's degree in management science and engineering from Shanghai Jiao TongUniversity in 1997 and in 2000, respectively.

Mr. Edwin Fung will serve as our independent director upon the SEC's declaration of effectiveness of our registration statement onForm F-1, of which this prospectus is a part. Mr. Fung is a professional accountant and fellow members of the Hong Kong Institute ofCertified Public Accountant and the Association of Chartered Certified Accountants of United Kingdom. Mr. Fung is also anindependent director of Wanda Sports Group Company Limited, a company listed on NASDAQ and a director of Beijing Vantone RealEstate Co., Ltd., a company listed on the Shanghai Stock Exchange.

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Table of ContentsHe has over 30 years of professional experience in financial auditing, corporate finance and internal control compliance. Mr. Fungworked at KPMG from 1986 to 2017, where he was a vice chairman and a member of the management committee of KPMG Chinaprior to his retirement. In 2012, Mr. Fung became the senior partner of KPMG Northern China region and the senior partner of Beijingoffice. Prior to that, Mr. Fung was the founding chairman of KPMG's Global China Practice and was responsible for establishing localChina practice in 40 countries around the world from 2010 to 2011. He became a partner of KPMG in 1999. Mr Fung has a diploma inAccounting from Hong Kong Institution of Vocational Education.

Mr. Jianping Ye will serve as our independent director upon the SEC's declaration of effectiveness of our registration statement onForm F-1, of which this prospectus is a part. Mr. Ye is an expert on land and real estate and has over 30 years of experience in businessand public management education. Since 2001, Mr. Ye has been a chair professor at the Department of Land and Real EstateManagement of Renmin University of China, where he was an associate professor from 1994 to 2001. Mr. Ye is an expert consultant toboth the Ministry of Housing and Urban-Rural Development and Ministry of Natural Resources of China. He also serves as anexecutive director of the Global Chinese Real Estate Congress and an executive director of the China Land Science Society. He is alsoan Honorary Professor at the Department of Real Estate and Construction of The University of Hong Kong. Mr. Ye obtained abachelor's degree in aerial survey and remote sensing technology from Wuhan University in 1984, a master's degree in enterprisemanagement and a doctor of philosophy degree in land management from Renmin University of China in 1989 and 2002, respectively.

Mr. Michael Guodong Gu is our chief operating officer. Prior to joining our company in 2019, Mr. Gu served at Baidu from 2013to 2019 with his last position being the vice president of sales. He served as the national sales director of Sino-American TianjinSmithKline & French Laboratories, a joint-venture invested by GlaxoSmithKline, from 2008 to 2013. Mr. Gu served as the chiefoperating officer of Nuomi from May to December 2013. Mr. Gu was a regional general manager of Pepsi China from 2005 to 2008.Prior to that, he served as a director of national sales and development of Royal Dutch Shell China from 2001 to 2005. Mr. Gu workedat Procter & Gamble from 1997 to 2001, with his last position being a regional general manager. Mr. Gu obtained a bachelor's degree ininformation and communication engineering from Xi'an Jiaotong University in 1997.

Mr. Jason Zheng Zhang is our chief financial officer. Prior to joining our company in 2019, Mr. Zhang worked at CitigroupGlobal Markets Asia Limited from 2007 to 2019, with his last position being a managing director and the chief operating officer ofChina investment banking division. From 2005 to 2007, he served as a manager and senior manager of the investment banking divisionof BNP Prime Peregrine. He worked at the head office of China Ocean Shipping (Group) Company from 1996 to 2003. Mr. Zhangobtained a bachelor's degree in international finance from Nankai University in 1996. He obtained an MBA degree from the Robert H.Smith School of Business at University of Maryland in 2005.

Mr. Bing Yu is our chief technology officer. Prior to re-joining our company in 2019, Mr. Yu served as the chief software architectand director of engineering productivity of Tuhu.cn, an automobile maintenance e-commerce platform, from 2016 to 2019. Prior to that,he was one of our co-founders and served as our chief technology officer from 2015 to 2016. From 2005 to 2015, Mr. Yu worked atBaixing.com, with his last position being the head of engineering. Mr. Yu obtained a bachelor's degree in electronics engineering fromFudan University in 2007.

Ms. Lillian Jing Liu is our chief people officer. Prior to joining our company in 2019, Ms. Liu served as the chief human resourcesofficer and a group vice president of SF Express from 2016 to 2019. Prior to that, she served as the senior vice president of humanresources of Renren Inc. from 2012 to 2016. From 2004 to 2012, she served as the head of human resources in the North Asia region ofNokia. Prior to that, she served as a business and human resource director of Hewlett-Packard

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Table of ContentsEnterprise from 1999 to 2004. From 1994 to 1999, Ms. Liu served as the head of human resources in the Greater China region of NortelNetworks. Ms. Liu obtained an MBA from City University of Seattle in 1999.Board of Directors

Our board of directors will consist of ten directors upon the SEC's declaration of effectiveness of our registration statement onForm F-1, of which this prospectus is a part. A director is not required to hold any shares in our company to qualify to serve as adirector. A director may vote with respect to any contract or any proposed contract or arrangement in which he is interested, and if hedoes so his vote shall be counted and he may be counted in the quorum at any meeting of our directors at which any such contract orproposed contract or arrangement is considered, provided (a) such director has declared the nature of his interest at the meeting of theboard at which the question of entering into the contract or arrangement is first considered if he knows his interest then exists, or in anyother case at the first meeting of the board after he knows he is or has become so interested, either specifically or by way of a generalnotice and (b) if such contract or arrangement is a transaction with a related party, such transaction has been approved by the auditcommittee. The directors may exercise all the powers of the company to borrow money, to mortgage or charge its undertaking, propertyand uncalled capital, and to issue debentures or other securities whenever money is borrowed or as security for any debt, liability orobligation of the company or of any third party. None of our non-executive directors has a service contract with us that provides forbenefits upon termination of service.Duties of Directors

Under Cayman Islands law, our directors have a fiduciary duty to act honestly in good faith with a view to our best interests. Ourdirectors also have a duty to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparablecircumstances. In fulfilling their duty of care to us, our directors must ensure compliance with our post-offering amended and restatedmemorandum and articles of association. A shareholder has the right to seek damages if a duty owed by our directors is breached.

The functions and powers of our board of directors include, among others:�� conducting and managing the business of our company;

�� representing our company in contracts and deals;

�� appointing attorneys for our company;

�� selecting senior management such as managing directors and executive directors;

�� providing employee benefits and pension;

�� managing our company's finance and bank accounts;

�� exercising the borrowing powers of our company and mortgaging the property of our company; and

�� exercising any other powers conferred by the shareholders meetings or under our amended and restated memorandumand articles of association.

Terms of Directors and Executive Officers



Our directors may be elected by a resolution of our board of directors, or by an ordinary resolution of our shareholders, pursuant toour post-offering amended and restated memorandum and articles of association. For so long as YIHAN HOLDINGS LIMITED and itsaffiliated entities collectively hold no less than 50% of the voting power of us, Jing Gao shall be entitled to nominate or

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Table of Contentspropose the removal or replacement of a majority of the directors by delivering a written notice to us, and our directors shall procure topass the relevant resolutions to give effect to such appointment, removal or replacement. Each of our directors will hold office until hisor her successor takes office or until his or her earlier death, resignation or removal or the expiration of his or her term as provided inthe written agreement with our company, if any. A director will cease to be a director if, among other things, the director (i) dies, orbecomes bankrupt or makes any arrangement or composition with his creditors; (ii) is found to be or becomes of unsound mind;(iii) resigns his office by notice in writing to the company; (iv) without special leave of absence from our board, is absent from threeconsecutive board meetings and our directors resolve that his office be vacated; or (v) is removed from office pursuant to provisions ofour post-offering amended and restated memorandum and articles of association. Our officers are elected by and serve at the discretionof the board of directors.

Pursuant to our shareholders agreement dated October 28, 2019 and our tenth amended and restated memorandum and articles ofassociations effective as of October 28, 2019, we have granted each of Antfin (Hong Kong) Holding Limited and/or its affiliatedentities, (ii) Internet Fund IV Pte. Ltd. and/or its affiliated entities, (iii) CMC Entities (CMC Downtown Holdings Limited and CMCDowntown II Holdings Limited are collectively referred to in this prospectus as the CMC Entities) and/or its affiliated entities, (iv) JoyCapital Entities (Joy Capital I, L.P., Joy Capital II, L.P., Joy Capital Opportunity, L.P., SUCCESS GOLDEN GROUP LIMITED arecollectively referred to in this prospectus as the Joy Capital Entities) and/or their affiliated entities, (v) KIT Cube Limited and/or itsaffiliated entities, (vi) Primavera Entities (Ducati Investment Limited and Juneberry Investment Holdings Limited are collectivelyreferred to in this prospectus as Primavera Entities) and/or their affiliated entities and (vii) Napa Time Holdings Inc. the right to elect,remove and replace one director on our board of directors, or the board representation rights. We have also granted YIHANHOLDINGS LIMITED, SHENGDUO HOLDINGS LIMITED and our co-founders Mr. Jing Gao and Mr. Yan Cui the right tocollectively elect, remove and replace three directors on the board. The shareholders agreement and the board representation rights areexpected to be terminated upon completion of this offering. We also expect to adopt our eleventh amended and restated memorandumand articles of associations to be effective upon the completion of this offering.Board Committees

Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governancecommittee. We will adopt a charter for each of the committees. Each committee's members and functions are described below.Audit Committee

Our audit committee will initially consist of Edwin Fung and Jianping Ye. Edwin Fung will be the chairperson of our auditcommittee. Edwin Fung satisfies the criteria of an audit committee financial expert as set forth under the applicable rules of the SEC.Each of Edwin Fung and Jianping Ye satisfies the requirements for an "independent director" within the meaning of Section 303A of theNYSE Listed Company Manual and will meet the criteria for independence set forth in Rule 10A-3 of the United States SecuritiesExchange Act of 1934, as amended, or the Exchange Act. Our audit committee will consist solely of independent directors within oneyear of this offering.

The audit committee oversees our accounting and financial reporting processes and the audits of our financial statements. Our auditcommittee is responsible for, among other things:

�� selecting the independent auditor;

�� pre-approving auditing and non-auditing services permitted to be performed by the independent auditor;

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Table of Contents�� annually reviewing the independent auditor's report describing the auditing firm's internal quality control procedures,

any material issues raised by the most recent internal quality control review, or peer review, of the independent auditorsand all relationships between the independent auditor and our company;

�� setting clear hiring policies for employees and former employees of the independent auditors;

�� reviewing with the independent auditor any audit problems or difficulties and management's response;

�� reviewing and, if material, approving all related party transactions on an ongoing basis;

�� reviewing and discussing the annual audited financial statements with management and the independent auditor;

�� reviewing and discussing with management and the independent auditors major issues regarding accounting principlesand financial statement presentations;

�� reviewing reports prepared by management or the independent auditors relating to significant financial reporting issuesand judgments;

�� discussing earnings press releases with management, as well as financial information and earnings guidance provided toanalysts and rating agencies;

�� reviewing with management and the independent auditors the effect of regulatory and accounting initiatives, as well asoff-balance sheet structures, on our financial statements;

�� discussing policies with respect to risk assessment and risk management with management, internal auditors and theindependent auditor;

�� timely reviewing reports from the independent auditor regarding all critical accounting policies and practices to be usedby our company, all alternative treatments of financial information within U.S. GAAP that have been discussed withmanagement and all other material written communications between the independent auditor and management;

�� establishing procedures for the receipt, retention and treatment of complaints received from our employees regardingaccounting, internal accounting controls or auditing matters and the confidential, anonymous submission by ouremployees of concerns regarding questionable accounting or auditing matters;



�� annually reviewing and reassessing the adequacy of our audit committee charter;

�� such other matters that are specifically delegated to our audit committee by our board of directors from time to time;

�� meeting separately, periodically, with management, internal auditors and the independent auditor; and

�� reporting regularly to the full board of directors.

Compensation CommitteeOur compensation committee will initially consist of Derek Boyang Shen, Jing Gao and Edwin Fung. Derek Boyang Shen will be

the chairperson of our compensation committee. Edwin Fung satisfies the requirements for an "independent director" within themeaning of Section 303A of the NYSE Listed Company Manual.

Our compensation committee is responsible for, among other things:�� reviewing, evaluating and, if necessary, revising our overall compensation policies;

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Table of Contents�� reviewing and evaluating the performance of our directors and senior officers and determining the compensation of our

senior officers;

�� reviewing and approving our senior officers' employment agreements with us;

�� setting performance targets for our senior officers with respect to our incentive-compensation plan and equity-basedcompensation plans;

�� administering our equity-based compensation plans in accordance with the terms thereof; and such other matters that arespecifically delegated to the compensation committee by our board of directors from time to time.

Nominating and Corporate Governance CommitteeOur nominating and corporate governance committee will initially consist of Jing Gao, Derek Boyang Shen and Jianping Ye. Jing

Gao will be the chairperson of our nominating and corporate governance committee. Jianping Ye satisfies the requirements for an"independent director" within the meaning of Section 303A of the NYSE Listed Company Manual. The nominating and corporategovernance committee will assist the board of directors in selecting individuals qualified to become our directors and in determining thecomposition of the board and its committees. The nominating and corporate governance committee will be responsible for, among otherthings:

�� selecting and recommending to the board nominees for election by the shareholders or appointment by the board;

�� reviewing annually with the board the current composition of the board with regards to characteristics such asindependence, knowledge, skills, experience and diversity;

�� making recommendations on the frequency and structure of board meetings and monitoring the functioning of thecommittees of the board; and

�� advising the board periodically with regards to significant developments in the law and practice of corporate governanceas well as our compliance with applicable laws and regulations, and making recommendations to the board on allmatters of corporate governance and on any remedial action to be taken.

Compensation of Directors and Executive OfficersIn 2018, we paid aggregate cash compensation of approximately RMB1.0 million (US$0.1 million) to our directors and executive

officers as a group. We did not pay any other cash compensation or benefits in kind to our directors and executive officers. We have notset aside or accrued any amount to provide pension, retirement or other similar benefits to our directors and executive officers. Our PRCsubsidiaries and consolidated VIEs are required by law to make contributions equal to certain percentages of each employee's salary forhis or her pension insurance, medical insurance, unemployment insurance and other statutory benefits and a housing provident fund.Our board of directors may determine compensation to be paid to the directors and the executive officers. The compensation committeewill assist the directors in reviewing and approving the compensation structure for the directors and the executive officers.

For information regarding share awards granted to our directors and executive officers, see "�Equity Incentive Plans."Employment Agreements and Indemnification Agreements



We have entered into employment agreements with each of our executive officers. Under these agreements, each of our executiveofficers is employed for a specified time period. We may terminate

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Table of Contentsemployment for cause, at any time, without advance notice, for certain acts of the executive officer, such as conviction or plea of guiltyto a felony or any crime involving moral turpitude, willful misconduct or gross negligence to our detriment, or serious breach of duty ofloyalty to us. We may also terminate an executive officer's employment without cause upon three-month advance written notice. In suchcase of termination by us, we will provide severance payments to the executive officer as expressly required by applicable law of thejurisdiction where the executive officer is based. The executive officer may resign at any time with a three-month advance writtennotice.

Each executive officer has agreed to hold, both during and within two years after the termination or expiry of his or heremployment agreement, in strict confidence and not to use, except as required in the performance of his or her duties in connection withthe employment or pursuant to applicable law, any of our confidential information or trade secrets, any confidential information or tradesecrets of our business partners, or the confidential or proprietary information of any third party received by us and for which we haveconfidential obligations. The executive officers have also agreed to disclose in confidence to us all inventions, designs and trade secretswhich they conceive, develop or reduce to practice during the executive officer's employment with us and to assign all right, title andinterest in them to us, and assist us in obtaining and enforcing patents, copyrights and other legal rights for these inventions, designs andtrade secrets.

In addition, each executive officer has agreed to be bound by non-competition and non-solicitation restrictions during the term ofhis or her employment and typically for one year following the last date of employment. Specifically, each executive officer has agreednot to (i) approach financial institutions, dealers or other persons or entities introduced to the executive officer in his or her capacity as arepresentative of us for the purpose of doing business with such persons or entities that will harm our business relationships with thesepersons or entities; (ii) assume employment with or provide services to any of our competitors, or engage, whether as principal, partner,licensor or otherwise, any of our competitors, without our express consent; or (iii) seek directly or indirectly, to solicit the services ofany of our employees who is employed by us on or after the date of the executive officer's termination, or in the year preceding suchtermination, without our express consent.

We intend to enter into indemnification agreements with each of our directors and executive officers. Under these agreements, wemay agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons inconnection with claims made by reason of their being a director or officer of our company.Equity Incentive Plans2017 Stock Incentive Plan

In February 2018, our board of directors adopted our 2017 stock incentive plan. The purpose of the 2017 stock incentive plan is toattract and retain the services of employees, directors and consultants by providing additional incentive to promote the business of ourcompany. The 2017 stock incentive plan initially provides for an aggregate amount of no more than 75,000,000 ordinary shares to beissued pursuant to options granted under the plan. In January 2019, we amended and restated the 2017 stock incentive plan under whichan aggregate amount of no more than 180,849,469 ordinary shares may be issued pursuant to options granted under the plan. In October2019, we further amended and restated the 2017 stock incentive plan and increased the maximum number of ordinary shares that maybe issued pursuant to options granted under the plan to 274,226,921.Type of Awards

The 2017 stock incentive plan permits awards of options.161



Table of ContentsAdministration

The 2017 stock incentive plan is administered by our board of directors, a sub-committee of the board or such person or delegatesapproved and appointed by the board. The administrator determines the provisions and terms and conditions of each equity award. Thechief executive officer of the company has been authorized by the board to exercise the powers and rights of the administrator of theplan, subject to certain exceptions.Term

Unless terminated earlier, the 2017 stock incentive plan will continue in effect for a term of ten years from the date of its adoption.Option Agreement

Share options under the 2017 stock incentive plan shall be granted pursuant to an option agreement providing for the number ofordinary shares subject to the award, and the terms and conditions of the award, which must be consistent with the plan.Vesting Schedule

The vesting schedule of each share option granted under the 2017 stock incentive plan will be set forth in the option agreement forsuch equity award. Generally, the share options shall vest in a four-year period, of which the first 25% of the share options shall vest onthe expiry date of a twelve-month period following the date of grant, and the remaining 75% of the share options shall vest in equalmonthly installments over the following three years commencing from the vesting date of the first installment. The vesting schedule issubject to the performance KPI as established by the administrator.Option Exercise

The administrator determines the exercise price for each award, which is stated in the option agreement. Generally, the shareoptions granted under the plan shall be exercisable at the time and under the conditions as determined by the administrator under theterms of the plan, which is stated in the option agreements. However, the share options may not be exercised before the consummationof an initial public offering or a corporate transaction of the company. A "corporate transaction" under the 2017 stock incentive plan isdefined as any of the following transactions, provided, however, that the administrator shall determine under parts (iv) and (v) whethermultiple transactions are related, and its determination shall be final, binding and conclusive: (i) a merger or consolidation in which thecompany is not the surviving entity, except for a transaction the principal purpose of which is to change the jurisdiction in which thecompany is incorporated; (ii) the sale, transfer or other disposition of all or substantially all of the assets of the company; (iii) thecomplete liquidation or dissolution of the company; (iv) any reverse merger or series of related transactions culminating in a reversemerger (including, but not limited to, a tender offer followed by a reverse merger) in which the company is the surviving entity but(A) the ordinary shares of the company outstanding immediately prior to such merger are converted or exchanged by virtue of themerger into other property, whether in the form of securities, cash or otherwise, or (B) in which securities possessing more than 50% ofthe total combined voting power of the company's outstanding securities are transferred to a person or persons different from those whoheld such securities immediately prior to such merger or the initial transaction culminating in such merger, but excluding any suchtransaction or series of related transactions that the administrator determines shall not be a corporate transaction; or (v) acquisition in asingle or series of related transactions by any person or related group of persons (other than the company or by a company-sponsoredemployee benefit plan) of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities possessing morethan 50% of the total

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Table of Contentscombined voting power of the company's outstanding securities but excluding any such transaction or series of related transactions thatthe Administrator determines shall not be a corporate transaction.Deprivation of Granted Options

Under certain circumstances, the company is entitled to in its sole discretion forfeit up to 80% of the unvested share optionsgranted under the 2017 shock incentive plan of a grantee.Termination of Service

Generally, any share option that is not vested on the date of the termination of service of a grantee shall be immediately terminated,cancelled and forfeited on such date, subject to the administrator's other determination. If the termination of a grantee's service is not forcause, subject to certain restrictions, all the vested and exercisable share options shall be exercised within 90 days after the date oftermination of service, and all the vested but not exercised share options shall be immediately terminated, cancelled and forfeited on the91 day after the date of termination of service, subject to the administrator's other determination. If the termination of a grantee's serviceis for cause, any vested but not exercised share options shall be immediately terminated, canceled and forfeited on the date oftermination of service, subject to the administrator's other determination. In addition, the company is entitled to certain repurchase rightsto the shares held by a grantee in the event of termination of service.Termination upon Corporate Transaction

Unless the share options are assumed in connection with a corporation transaction as so determined by the board, all outstandingshare options under the 2017 stock incentive plan shall terminate upon the consummation of a corporation transaction.Acceleration upon Corporate Transaction or Change in Control

In the event of a corporate transaction, the administrator shall determine whether the neither assumed nor replaced share optionsshall automatically become fully vested and exercisable and be released from any repurchase or forfeiture rights prior to the specifiedeffective date of a corporate transaction, subject to certain restrictions and exceptions. In the event of a change in control (other thanchange in control which is also a corporate transaction), the administrator shall determine whether each outstanding share option underthe plan shall automatically become fully vested and exercisable and be released from any repurchase or forfeiture rights immediatelyprior to the specified effective date of a change in control, subject to certain restrictions and exceptions, depending on the administrator'sdetermination with respect to whether provision shall be made for an appropriate assumption of the share option theretofore grantedunder the plan and for substitution of appropriate new share options. A "change in control" under the 2017 stock incentive plan isdefined as a change in ownership or control of the company effected through the following transactions: the direct or indirect acquisitionby any person or related group of persons (other than an acquisition from or by the company or by a company-sponsored employeebenefit plan or by a person that directly or indirectly controls, is controlled by, or is under common control with, the company) ofbeneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than 50% of the totalcombined voting power of the company's outstanding securities pursuant to a tender or exchange offer made directly to the company'sshareholders which a majority of the directors of the company who are not affiliates or associates of the offer or do not recommend suchshareholders accept.Amendment and Termination of Plan

The board may at any time amend, suspend or terminate the 2017 stock incentive plan.163



Table of ContentsGranted Options

As the date of the prospectus, we have granted share options to purchase in aggregate of 121,759,066 ordinary shares under the2017 stock incentive plan, 1,922,700 of which were subsequently repurchased by us on January 16, 2019 pursuant to an optionrepurchase agreement entered into between and among us and certain grantees of the share options. Such share options repurchased byus were subsequently cancelled. Certain other share options previously granted were also subsequently cancelled. As a result, as of thedate of the prospectus, there are 178,022,914 ordinary shares issuable upon the exercise of outstanding share options under the 2017stock incentive plan; and 96,204,007 ordinary shares reserved for future issuance under the 2017 stock incentive plan.

The table below summarizes, as of the date of this prospectus, the options we have granted to our directors and executive officers.

2019 Equity Incentive PlanIn October 2019, our board of directors adopted the 2019 equity incentive plan, which will become effective upon completion of

this offering. The 2019 equity incentive plan allows us to grant share options, restricted shares, restricted share units and other share-based awards to our employees, directors and consultants. The maximum number of Class A ordinary shares may be subject to equityawards pursuant to the 2019 equity incentive plan is 230,000,000 initially and shall on each January 1 automatically increase to 2% ofthe total number of Class A and Class B ordinary shares issued and outstanding on the last day of the immediately preceding fiscal yearif the maximum number of Class A ordinary shares may be subject to equity awards pursuant to the 2019 equity incentive plan fallsbelow such limit.Administration

The 2019 equity incentive plan is administered by (i) the compensation committee, (ii) such other committee of the board to whichthe board delegates the power to administer the 2019 equity incentive plan or (iii) the board in the event of the absence of any suchcommittee.Change in Control

In the event of a change in control, the administrators may provide for acceleration of equity awards, purchase of equity awardsfrom holders, provide for assumption, conversion or replacement of equity awards or combination of the foregoing.Term

Unless terminated earlier, the 2019 equity incentive plan will continue in effect for a term of ten years.164

Name

Ordinary Shares

Underlying

Option Awarded

Option Exercise

Price

(US$/share)

Grant Date

Option

Expiration

Date

Derek Boyang Shen 22,860,782 0.05December 1, 2017 and

September 30, 2019February 12, 2028

Jing Gao 17,741,716 0.05 September 30, 2019 February 12, 2028Yan Cui 17,741,716 0.05 September 30, 2019 February 12, 2028Michael Guodong Gu * 0.05 June 17, 2019 February 12, 2028Jason Zheng Zhang * 0.05 July 2, 2019 February 12, 2028Bing Yu * 0.05 September 30, 2019 February 12, 2028Lillian Jing Liu * 0.05 September 30, 2019 February 12, 2028*

Less than 1% of our outstanding shares.



Table of ContentsAward Agreement

All equity awards granted under the 2019 equity incentive plan are evidenced by an award agreement providing for the number ofClass A ordinary shares subject to the award, and the terms and conditions of the award, which must be consistent with the 2019 equityincentive plan.Vesting

The administrator determines the vesting schedule of each equity award granted under the 2019 equity incentive plan.Amendment and Termination

The board of directors may at any time amend or terminate the 2019 equity incentive plan, subject to certain exceptions.Share Restriction Agreement

On October 28, 2019, the two entities respectively controlled by our co-founders Mr. Jing Gao and Mr. Yan Cui entered into ashare restriction agreement with our company and our shareholders, pursuant to which a total number of 281,290,000 ordinary sharesbeneficially owned by such co-founders shall be restricted shares, among which 246,000,000 of such restricted shares are beneficiallyowned by Mr. Jing Gao and 35,290,000 of such restricted shares are beneficially owned by Mr. Yan Cui. Such share restrictionarrangements were originally entered into in November 2015 with substantially the same terms.

Pursuant to the share restriction agreement, 25% of such restricted shares shall be vested on November 24, 2016 and remaining75% of such restricted shares shall be vested in equal and continuous monthly installments over the period of 36 months commencingfrom November 24, 2016. At the end of the vesting period, all such shares will be vested and will no longer constitute restricted shares.

At any time prior to the end of the vesting period, in the event that a co-founder unilaterally terminates his employmentrelationship with us or his employment relationship is terminated by us for cause as specified in the share restriction agreement, ourcompany shall have an irrevocable option to repurchase all or part of the unvested restricted shares as of such time from the entitycontrolled by the leaving co-founder at a purchase price of US$1.

At any time prior to the end of the vesting period, in the event that a co-founder and us mutually terminate his employmentrelationship with us or under certain other circumstances as specified in the share restriction agreement, our company shall have anirrevocable option to repurchase all of the unvested restricted shares as of such time from the entity controlled by the co-founders at apurchase price of its fair market value for each unvested restricted share. In addition, in such event, all vested restricted shares shall befree of any repurchase right of the company unless agreed otherwise by our company and the leaving founder, however, the leavingfounder and the holding entity controlled by him shall appoint us or any person designated by us as its attorney-in-fact in respect of allvoting rights and powers of his vested restricted shares.

In the event that one of our co-founders terminates his employment relationship with us and the other co-founder remains a full-time employee of us, subject to certain limitations, the remaining founder shall have an irrevocable option to purchase all or any portionof the vested restricted shares from the entity controlled by the leaving co-founder.

Entities respectively controlled by our co-founders shall not assign, encumber or dispose of any interest in the unvested restrictedshares. Our company's repurchase option is assignable to our shareholders under certain circumstances.

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Table of Contents

PRINCIPAL SHAREHOLDERSThe following table sets forth information as of the date of this prospectus with respect to the beneficial ownership of our ordinary

shares by:�� each of our directors and executive officers; and

�� each person known to us to own beneficially 5.0% or more of our ordinary shares.

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respectto, or the power to receive the economic benefit of ownership of, the securities. In computing the number of shares beneficially ownedby a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within60 days, including through the exercise of any option or other right or the conversion of any other security. These shares, however, arenot included in the computation of the percentage ownership of any other person.

The total number of ordinary shares outstanding as of the date of this prospectus is 1,729,796,852, assuming conversion of allconvertible redeemable preferred shares into ordinary shares.

The total number of ordinary shares outstanding after completion of this offering will be , comprising Class Aordinary share and Class B ordinary shares, which is based upon (i) the conversion and re-designation of all of theissued and outstanding 1,448,506,852 preferred shares into 1,448,506,852 ordinary shares on a one-for-one-basis immediately prior tothe completion of this offering; (ii) the creation of an additional 47,500,000,000 ordinary shares, to rank pari passu in all respects withthe existing ordinary shares, such that following such increase, the total number of authorized shares of our company is 50,000,000,000;(iii) the reorganization and re-classification of 246,000,000 ordinary shares held by YIHAN HOLDINGS LIMITED into 246,000,000Class B ordinary shares on a one-for-one-basis immediately prior to the completion of this offering; (iv) the reorganization and re-classification of all of the remaining ordinary shares (including the ordinary shares resulting from the conversion of the preferred shares)into 49,754,000,000 Class A ordinary shares on a one-for-one-basis immediately prior to the completion of this offering; and(v) Class A ordinary shares issued in connection with this offering (assuming the underwriters do not exercise their option topurchase additional ADSs), but excludes (i) 178,022,914 Class A ordinary shares issuable upon the exercise of outstanding shareoptions under our 2017 stock incentive plan; (ii) 96,204,007 Class A ordinary shares reserved for future issuance under our 2017 stockincentive plan; and (iii) 230,000,000 Class A ordinary shares reserved for future issuance under our

166



Table of Contents2019 equity incentive plan, which will become effective upon the completion of this offering. The underwriters may choose to exercisethe over-allotment option in full, in part or not at all.

Ordinary Shares

Beneficially

Owned After This

Offering

Ordinary Shares

Beneficially Owned

Prior

to This Offering

Number Percent

Class A

ordinary

shares

Class B

ordinary

shares

Percentage

of

total

ordinary

shares on an

as-converted

basis

Percentage

of

aggregate

voting

power*

Directors and Executive Officers:��Derek Boyang Shen(1) 109,065,986 6.3%Jing Gao(2) 246,000,000 14.2%Yan Cui(3) 35,290,000 2.0%Wenbiao Li(4) 180,545,958 10.4%Erhai Liu(5) 271,901,054 15.7%Xian Chen � �

Gang Ji � �

William Wang � �

Edwin Fung � �

Jianping Ye � �

Michael Guodong Gu � �

Jason Zheng Zhang � �

Bing Yu � �

Lillian Jing Liu � �

All directors and executive officers as agroup

842,802,998 48.7%

Principal ShareholdersInternet Fund IV Pte. Ltd.(6) 345,860,755 20.0%Joy Capital Entities(5) 271,901,054 15.7%YIHAN HOLDINGS LIMITED(2) 246,000,000 14.2%KIT Cube Limited(4) 180,545,958 10.4%CMC Entities(7) 162,157,419 9.4%Antfin (Hong Kong) Holding Limited(8) 135,778,438 7.8%Napa Time Holdings Inc.(1) 118,750,000 6.9%Primavera Entities(9) 113,097,058 6.5%*

For each person and group included in this column, percentage of voting power is calculated by dividing the voting power beneficially owned by

such person or group by the voting power of all of our Class A and Class B ordinary shares as a single class. In respect of all matters subject to a

shareholders' vote, each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to twenty votes, voting together

as one class. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares

are not convertible into Class B ordinary shares under any circumstances.



167

��The business address for our directors and executive officers is Room 212, Chao Yang Shou Fu, 8 Chao Yang Men Nei Street, Dongcheng

District, Beijing, People's Republic of China.

(1)Represents (i) 106,506,453 Class A ordinary shares upon conversion of 106,506,453 Series A-1 convertible preferred shares that are held by Napa

Time Holdings Inc., a limited liability company established in the British Virgin Islands and (ii) 2,559,533 share options granted under our 2017

stock incentive plan that have vested or are expected to vest within 60 days from the date of this prospectus. Napa Time Holdings Inc. is

ultimately controlled by Mr. Derek Boyang Shen. The



Table of Contentsregistered address of Napa Time Holdings Inc. is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.

(2)Represents 246,000,000 Class B ordinary shares upon conversion of 246,000,000 ordinary shares that are held by YIHAN HOLDINGS

LIMITED, a limited liability company established in the British Virgin Islands. YIHAN HOLDINGS LIMITED is ultimately controlled by

Mr. Jing Gao. The registered address of YIHAN HOLDINGS LIMITED is OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin

Islands.

In October 2019, YIHAN HOLDINGS LIMITED and SHENGDUO HOLDINGS LIMITED entered into a share restriction agreement with the

company and its shareholders, pursuant to which 246,000,000 of ordinary shares held by YIHAN HOLDINGS LIMITED became restricted

shares. YIHAN HOLDINGS LIMITED currently holds voting power associated with such restricted shares, and the restricted shares are included

in the total number of ordinary shares held by YIHAN HOLDINGS LIMITED. For further information, see "Management�Equity Incentive

Plans�Share Restriction Agreement."

(3)Represents 35,290,000 Class A ordinary shares upon conversion of 35,290,000 ordinary shares that are held by SHENGDUO HOLDINGS

LIMITED, a limited liability company established in the British Virgin Islands. SHENGDUO HOLDINGS LIMITED is ultimately controlled by

Mr. Yan Cui. The registered address of SHENGDUO HOLDINGS LIMITED is OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British

Virgin Islands.

In October 2019, YIHAN HOLDINGS LIMITED and SHENGDUO HOLDINGS LIMITED entered into a share restriction agreement with the

company and its shareholders, pursuant to which 35,290,000 of ordinary shares held by SHENGDUO HOLDINGS LIMITED became restricted

shares. SHENGDUO HOLDINGS LIMITED currently holds voting power associated with such restricted shares, and the restricted shares are

included in the total number of ordinary shares held by SHENGDUO HOLDINGS LIMITED. For further information, see "Management�Equity

Incentive Plans�Share Restriction Agreement."

(4)Represents 111,502,621 Class A ordinary shares upon conversion of 111,502,621 Series A-2 redeemable convertible preferred shares and

69,043,337 Class A ordinary shares upon conversion of 69,043,337 Series A-3 redeemable convertible preferred shares that are collectively held

by KIT Cube Limited, a limited liability company established in the British Virgin Islands. KIT Cube Limited is wholly owned by Kaiwu Walden

Capital, L.P., which in turn is ultimately collectively controlled by Mr. Wenbiao Li and Mr. Shuhua Zhou. The registered address of KIT Cube

Limited is Trinity Chambers, P.O. Box 4301, Road Town, Tortola, British Virgin Islands.

(5)Represent (i) 161,658,273 Class A ordinary shares upon conversion of 161,658,273 Series A-3 redeemable convertible preferred shares that are

collectively held by Joy Capital I, L.P., a limited partnership established in Cayman Islands; (ii) 45,955,779 Class A ordinary shares upon

conversion of 45,955,779 Series B-1 redeemable convertible preferred shares and 22,351,220 Class A ordinary shares upon conversion of

22,351,220 Series B-2 redeemable convertible preferred shares that are collectively held by Joy Capital II, L.P., a limited partnership established

in Cayman Islands; (iii) 27,155,688 Class A ordinary shares upon conversion of 27,155,688 Series C-1 redeemable convertible preferred shares

held by SUCCESS GOLDEN GROUP LIMITED, a company limited by shares established in the British Virgin Islands and (iv) 14,780,094

Class A ordinary shares upon conversion of 14,780,094 Series C-2 redeemable convertible preferred shares held by Joy Capital Opportunity, L.P.,

a limited partnership established in Cayman Islands. The general partner of Joy Capital I, L.P. is Joy Capital I GP L.P., of which the general

partner in turn is Joy Capital GP, Ltd. The general partner of Joy Capital II, L.P. is Joy Capital II GP L.P., of which the general partner in turn is

Joy Capital GP, Ltd. SUCCESS GOLDEN GROUP LIMITED is wholly owned by Joy Capital Opportunity, L.P., of which the general partner is

Joy Capital Opportunity GP L.P., of which the general partner in turn is Joy Capital GP, Ltd. Joy Capital GP, Ltd. is wholly owned by Mr. Erhai

Liu. The registered address of Joy Capital I, L.P. is Sertus Chambers, P.O. Box 2547, Cassia Court, Camana Bay, Grand Cayman, Cayman Islands.

The registered address of Joy Capital II, L.P. is Harneys Services (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, P.X.

Box 10240, Grand Cayman KY1-1002, Cayman Islands. The registered address of SUCCESS GOLDEN GROUP LIMITED is Craigmuir

Chambers, Road Town, Tortola, VG 1110, British Virgin Islands. The registered address of Joy Capital Opportunity, L.P.is Harneys Services

(Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands.



168

(6)Represents 32,247,379 Class A ordinary shares upon conversion of 32,247,379 Series A-2 redeemable convertible preferred shares, 87,315,980

Class A ordinary shares upon conversion of 87,315,980 Series B-2 redeemable convertible preferred shares and 226,297,396 Class A ordinary

shares upon conversion of 226,297,396 Series C redeemable convertible preferred shares that are collectively held by Internet Fund IV Pte. Ltd., a

private company limited by shares established in Singapore. Internet Fund IV Pte. Ltd. is ultimately controlled by Tiger Global

Management, LLC, which in turn is ultimately collectively controlled by Mr. Chase Coleman and Mr. Scott Shleifer. The registered address of

Internet Fund IV Pte. Ltd. is 8 Temasek Boulevard, #32-02, Suntec Tower 3, Singapore 038988.

(7)Represents (i) 68,933,668 Class A ordinary shares upon conversion of 68,933,668 Series B-1 redeemable convertible preferred shares, 15,666,743

Class A ordinary shares upon conversion of 15,666,743 Series B-2 redeemable convertible



Table of Contents

As of the date of this prospectus, none of our outstanding ordinary shares or convertible redeemable preferred shares is held byrecord holders in the United States. We are not aware of any of our shareholders being affiliated with a registered broker-dealer or beingin the business of underwriting securities.

We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.Historical Changes in Our Shareholding

See "Description of Share Capital�History of Securities Issuances" for historical changes in our shareholding.169

preferred shares and 5,728,199 Class A ordinary shares upon conversion of 5,728,199 Series C-2 redeemable convertible preferred shares

that are collectively held by CMC Downtown Holdings Limited, an exempted company with limited liability established in Cayman Island

and (ii) 71,828,809 Class A ordinary shares upon conversion of 71,828,809 Series D redeemable convertible preferred shares that are held

by CMC Downtown II Holdings Limited, an exempted company with limited liability established in Cayman Island. CMC Downtown

Holdings Limited is a subsidiary of CMC Capital Partners II, L.P. The general partner of CMC Capital Partners II, L.P. is CMC Capital

Partners GP II, L.P., of which its general partner is CMC Capital Partners GP II, Ltd., which is in turn ultimately controlled by Mr. Ruigang

Li. CMC Downtown II Holdings Limited is ultimately controlled by Mr. Ruigang Li. The registered address of CMC Downtown Holdings

Limited is Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. The registered

address of CMC Downtown II Holdings Limited is PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

(8)Represents 135,778,438 Class A ordinary shares upon conversion of 135,778,438 Series C-2 redeemable convertible preferred shares that are held

by Antfin (Hong Kong) Holding Limited, a limited liability company established in Hong Kong. Antfin (Hong Kong) Holding Limited is an

indirect wholly owned subsidiary of Ant Small and Micro Financial Services Group Co., Ltd. The registered address of Antfin (Hong Kong)

Holding Limited is 26/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong.

(9)Represents (i) 36,207,583 Class A ordinary shares upon conversion of 36,207,583 Series C redeemable convertible preferred shares that are held

by Ducati Investment Limited, a limited liability company established in the British Virgin Islands and (ii) 12,243,547 Class A ordinary shares

upon conversion of 12,243,547 Series A-1 convertible preferred shares and 64,645,928 Class A ordinary shares upon conversion of 64,645,928

Series D redeemable convertible preferred shares that are collectively held by Juneberry Investment Holdings Limited, a limited liability company

established in the British Virgin Islands. Both Ducati Investment Limited and Juneberry Investment Holdings Limited are wholly-owned

subsidiaries of Primavera Capital Fund III L.P., the general partner of which is Primavera Capital GP III Ltd. The registered address of Ducati

Investment Limited is Wickhams Cay II, Road Town, Tortola VG1110, British Virgin Islands. The registered address of Juneberry Investment

Holdings Limited is Wickhams Cay II, Road Town, Tortola VG1110, British Virgin Islands.



Table of Contents

RELATED PARTY TRANSACTIONSContractual Arrangements with Consolidated VIEs and their shareholders

Due to PRC legal restrictions on foreign ownership and investment in, among other areas, VATS, which include the operation ofinternet content providers, or ICPs, we, similar to all other entities with foreign-incorporated holding company structures operating inour industry in China, currently conduct these activities mainly through Yishui, one of our consolidated VIEs. In order to maintainflexibility of financing in China, we established another consolidated VIE, Zi Wutong, during the course of the reorganization inconnection with the establishment of Phoenix Tree Holdings Limited. We effectively control each consolidated VIEs through a series ofcontractual arrangements with such VIEs, its shareholders and Xiaofangjian. For a description of these contractual arrangements, see"Our History and Corporate Structure�Contractual Arrangements with Consolidated VIEs and Their Shareholders"Private Placements

See "Description of Share Capital�History of Securities Issuances."Shareholders Agreement

See "Description of Share Capital�Shareholders Agreement" and "Description of Share Capital�Registration Rights."Employment Agreements and Indemnification Agreements

See "Management�Employment Agreements and Indemnification Agreements."Equity Incentive Plans

See "Management�Equity Incentive Plans."Transactions with Shaohu Luo

In 2018, we had loans of RMB10.3 million from Shaohu Luo, a shareholder of series A-3 redeemable convertible preferred sharesof our company, to facilitate his participation in our series A-3 financing offshore. The loan was unsecured, interest-free with a term offive years.Share Repurchase from Certain Shareholders

In January 2019, we repurchased a total of 6,210,000 ordinary shares from the entities controlled by our co-founders for a totalconsideration of US$6.9 million and a total of 27,155,688 series A-3 preferred shares from Joy Capital Entities for a total considerationof US$30.0 million.

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DESCRIPTION OF SHARE CAPITALWe are a Cayman Islands exempted company with limited liability and our affairs are governed by our memorandum and articles

of association as amended from time to time, and the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised), asamended, of the Cayman Islands, which is referred to as the Companies Law below, and the common law of the Cayman Islands.

As of the date of this prospectus, our authorized share capital is US$50,000 divided into (i) 1,187,967,885 ordinary shares of parvalue US$0.00002 each, (ii) 118,750,000 Series A-1 preferred shares of par value US$0.00002 each, (iii) 143,750,000 Series A-2preferred shares of par value US$0.00002 each, (iv) 256,065,251 Series A-3 preferred shares of par value US$0.00002 each,(v) 16,967,466 Series A-2-I preferred shares of par value US$0.00002 each, (vi) 183,823,115 B-1 preferred shares of par valueUS$0.00002 each, (vii) 141,000,686 Series B-2 preferred shares of par value US$0.00002 each, (viii) 27,155,688 Series C-1 preferredshares of par value US$0.00002 each, (ix) 424,519,909 Series C-2 preferred shares of par value US$0.00002 each and (x) 136,474,737Series D preferred shares of par value US$0.00002 each.

As of the date of this prospectus, 281,290,000 ordinary shares and 1,448,506,852 preferred shares are issued and outstanding.Upon the closing of this offering, we will have Class A ordinary shares and Class B ordinary shares issued and

outstanding (or Class A ordinary shares and Class B ordinary shares if the underwriters exercise the over-allotment optionin full), excluding (i) 178,022,914 Class A ordinary shares issuable upon the exercise of outstanding options and 96,204,007 Class Aordinary shares reserved for future issuance under our 2017 stock incentive plan as of the closing of this offering; and (ii) 230,000,000Class A ordinary shares reserved for future issuance under our 2019 equity incentive plan, which will become effective upon thecompletion of this offering. All of our ordinary shares issued and outstanding prior to the completion of the offering are and will be fullypaid, and all of our shares to be issued in the offering will be issued as fully paid. Our authorized share capital post-offering will beUS$1,000,000 divided into 50,000,000,000 ordinary shares with a par value of US$0.0002 each, comprising of 49,754,000,000 Class Aordinary shares with a par value of US$0.00002 each and 246,000,000 Class B ordinary shares with a par value of US$0.00002 each.

Our eleventh amended and restated memorandum and articles of association will become effective upon completion of this offeringand will replace our current memorandum and articles of association in its entirety. The following are summaries of material provisionsof our post-offering amended and restated memorandum and articles of association and the Companies Law insofar as they relate to thematerial terms of our Class A and Class B ordinary shares.Ordinary SharesObjects of Our Company.

Under our post-offering amended and restated memorandum and articles of association, the objects of our company are unrestrictedand we have the full power and authority to carry out any object not prohibited by the law of the Cayman Islands.Class A and Class B Ordinary Shares.

Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. All ofour outstanding ordinary shares are fully paid and non-assessable. Certificates representing the ordinary shares are issued in registeredform. Our shareholders who are non-residents of the Cayman Islands may freely hold and vote their ordinary shares.

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Table of ContentsDividends

The holders of our ordinary shares are entitled to such dividends as may be declared by our board of directors subject to theCompanies Law, our articles of association and the common law of the Cayman Islands. In addition, our shareholders may by anordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our directors. Under Cayman Islandslaw, our company may declare and pay a dividend only out of funds legally available therefor, namely out of either profit or our sharepremium account, provided that in no circumstances may we pay a dividend if this would result in our company being unable to pay itsdebts as they fall due in the ordinary course of business. Holders of Class A ordinary shares and Class B ordinary shares will be entitledto the same amount of dividends, if declared.Voting Rights

Holders of Class A ordinary shares and Class B ordinary shares shall, at all times, vote together as one class on all matterssubmitted to a vote by the members at any general meeting of the Company. Each Class A ordinary share shall be entitled to one vote onall matters subject to the vote at general meetings of our company, and each Class B ordinary share shall be entitled to twenty votes onall matters subject to the vote at general meetings of our company. Voting at any meeting of shareholders is by show of hands unless apoll is demanded. A poll may be demanded by the chairman of such meeting or any one shareholder present in person or by proxy.

An ordinary resolution to be passed by the shareholders requires the affirmative vote of a simple majority of votes attached to theordinary shares cast by those shareholders entitled to vote who are present in person or by proxy at a general meeting, while a specialresolution requires the affirmative vote of no less than two thirds of votes cast attached to the ordinary shares cast by those shareholdersentitled to vote who are present in person or by proxy at a general meeting. Both ordinary resolutions and special resolutions may alsobe passed by a unanimous written resolution signed by all the shareholders of our company, as permitted by the Companies Law and ourpost-offering amended and restated memorandum and articles of association. A special resolution will be required for important matterssuch as a change of name or making changes to our post-offering amended and restated memorandum and articles of association.Holders of the ordinary shares may, among other things, divide or combine their shares by ordinary resolution.Conversion.

Each Class B ordinary share is convertible into one Class A ordinary share at any time at the option of the holder thereof. Class Aordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any sale, assignment, disposition ortransfer of Class B ordinary shares by a holder to any person or entity which is not an affiliate of such holder, or upon a change ofultimate beneficial ownership of any Class B ordinary shares to any person who is not an affiliate of the holder of such Class B Ordinaryshares, such Class B ordinary shares shall be automatically and immediately converted into the equivalent number of Class A ordinaryshares.Transfer of Ordinary Shares

Subject to the restrictions set out below, any of our shareholders may transfer all or any of his or her ordinary shares by aninstrument of transfer in the usual or common form or any other form approved by our board of directors.

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Table of ContentsOur board of directors may, in its absolute discretion, decline to register any transfer of any ordinary share which is not fully paid

up or on which we have a lien. Our board of directors may also decline to register any transfer of any ordinary share unless:�� the instrument of transfer is lodged with us, accompanied by the certificate for the ordinary shares to which it relates and

such other evidence as our board of directors may reasonably require to show the right of the transferor to make thetransfer;

�� the instrument of transfer is in respect of only one class of shares;

�� the instrument of transfer is properly stamped, if required;

�� in the case of a transfer to joint holders, the number of joint holders to whom the ordinary share is to be transferred doesnot exceed four; and

�� a fee of such maximum sum as the NYSE may determine to be payable or such lesser sum as our directors may fromtime to time require is paid to us in respect thereof.

If our directors refuse to register a transfer they shall, within three months after the date on which the instrument of transfer waslodged, send to each of the transferor and the transferee notice of such refusal.

The registration of transfers may, after compliance with any notice required of the NYSE, be suspended and the register closed atsuch times and for such periods as our board of directors may from time to time determine, provided, however, that the registration oftransfers shall not be suspended nor the register closed for more than 30 calendar days in any year as our board may determine.Liquidation

On a winding up of our company, if the assets available for distribution among our shareholders shall be more than sufficient torepay the whole of the share capital at the commencement of the winding up, the surplus will be distributed among our shareholders inproportion to the par value of the shares held by them at the commencement of the winding up, subject to a deduction from those sharesin respect of which there are monies due, of all monies payable to our company for unpaid calls or otherwise. If our assets available fordistribution are insufficient to repay all of the paid-up capital, the assets will be distributed so that the losses are borne by ourshareholders in proportion to the par value of the shares held by them. We are a "limited liability" company registered under theCompanies Law, and under the Companies Law, the liability of our members is limited to the amount, if any, unpaid on the sharesrespectively held by them. Our memorandum of association contains a declaration that the liability of our members is so limitedCalls on Ordinary Shares and Forfeiture of Ordinary Shares

Our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their ordinary shares. Theordinary shares that have been called upon and remain unpaid are subject to forfeiture.Redemption, Repurchase and Surrender of Ordinary Shares

Subject to the provisions of the Companies Law and other applicable law, we may issue shares on terms that are subject toredemption, at our option or at the option of the holders, on such terms and in such manner, including out of capital, as may bedetermined by the board of directors or by ordinary resolution by our shareholders. Our company may also repurchase any of our sharesprovided that the manner and terms of such purchase have been approved by our board of directors or by ordinary resolution of ourshareholders, or are otherwise authorized by our post-offering memorandum and

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Table of Contentsarticles of association. Under the Companies Law, the redemption or repurchase of any share may be paid out of our company's profitsor out of the proceeds of a fresh issue of shares made for the purpose of such redemption or repurchase, or out of capital (includingshare premium account and capital redemption reserve) if the company can, immediately following such payment, pay its debts as theyfall due in the ordinary course of business. In addition, under the Companies Law no such share may be redeemed or repurchased(a) unless it is fully paid up, (b) if such redemption or repurchase would result in there being no shares outstanding, or (c) if thecompany has commenced liquidation. In addition, our company may accept the surrender of any fully paid share for no consideration.Variations of Rights of Shares

If at any time, our share capital is divided into different classes of shares, the rights attached to any class of shares may, subject tothe provisions of the Companies Law, be varied with the consent in writing of the holders of two-thirds of the issued shares of that classor with the sanction of an special resolution passed at a general meeting of the holders of the shares of that class. The rights conferredupon the holders of the shares or any class of shares shall not, unless otherwise expressly provided by the terms of issue of such shares,be deemed to be varied by the creation, re-designation, or issue of shares ranking pari passu with such shares.General Meetings of Shareholders

As a Cayman Islands exempted company, we are not obliged by the Companies Law to call shareholders' annual general meetings.Our post-offering memorandum and articles of association provide that we may (but are not obliged to) in each year hold a generalmeeting as our annual general meeting in which case we shall specify the meeting as such in the notices calling it, and the annualgeneral meeting shall be held at such time and place as may be determined by our directors.

Shareholders' meetings may be convened by a majority of our board of directors. Advance notice of at least ten calendar days isrequired for the convening of our annual general shareholders' meeting and any other general meeting of our shareholders. A quorumrequired for a meeting of shareholders consists one or more holders holding shares which carry in aggregate not less than a majority ofall votes attaching to all of the issued and outstanding ordinary shares present in person or by proxy and entitled to vote at generalmeetings.

The Companies Law provides shareholders with only limited rights to requisition a general meeting, and does not provideshareholders with any right to put any proposal before a general meeting. However, these rights may be provided in a company's articlesof association. Our post-offering memorandum and articles of association provides that upon the requisition of any one or more of ourshareholders who together hold shares which carry in aggregate not less than one-third of all votes attaching to the issued andoutstanding shares of our company entitled to vote at general meetings, our board will convene an extraordinary general meeting andput the resolutions so requisitioned to a vote at such meeting. However, our post-offering memorandum and articles of association donot provide our shareholders with any right to put any proposals before annual general meetings or extraordinary general meetings notcalled by such shareholders.Inspection of Books and Records

Holders of our ordinary shares will have no general right under Cayman Islands law to inspect or obtain copies of our list ofshareholders or our corporate records. See "Where You Can Find More Information."

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Table of ContentsChanges in Capital

We may from time to time by ordinary resolution:�� increase our share capital by such sum as the resolution shall prescribe and with such rights, priorities and privileges

annexed thereto, as we in general meeting may determine;

�� consolidate and divide all or any of our share capital into shares of a larger amount than our existing shares;

�� by subdivision of our existing shares or any of them divide the whole or any part of our share capital into shares ofsmaller amount than is fixed by our post-offering amended and restated memorandum of association ; or

�� cancel any shares that at the date of the passing of the resolution have not been taken or agreed to be taken by anyperson.

We may by special resolution, subject to the confirmation by the Grand Court of the Cayman Islands on an application by ourcompany, reduce our share capital or any capital redemption reserve fund in any manner permitted by law.Exempted Company

We are an exempted company with limited liability incorporated under the Companies Law. The Companies Law in the CaymanIslands distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the CaymanIslands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company. Therequirements for an exempted company are essentially the same as for an ordinary company except that an exempted company:

�� does not have to file an annual return of its shareholders with the Registrar of Companies;

�� is not required to open its company's register of members to inspection;

�� does not have to hold an annual general meeting;

�� may issue shares with no par value;

�� may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for20 years in the first instance);

�� may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;

�� may register as a limited duration company; and

�� may register as a segregated portfolio company.



"Limited liability" means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares ofthe company(except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal orimproper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil). Upon the closing of thisoffering, we will be subject to reporting and other informational requirements of the Exchange Act, as applicable to foreign privateissuers. We currently intend to comply with the NYSE rules in lieu of following home country practice after the closing of this offering.The NYSE rules require that every company listed on the NYSE hold an annual general meeting of shareholders. In addition, our post-offering amended and restated articles of association provides that a general meetings of shareholders may be convened by a majority ofour directors.

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Table of ContentsDifferences in Corporate Law

The Companies Law is derived, to a large extent, from the older Companies Acts of England but does not follow recent UnitedKingdom statutory enactments, and accordingly there are significant differences between the Companies Law and the currentCompanies Act of England. In addition, the Companies Law differs from laws applicable to United States corporations and theirshareholders. Set forth below is a summary of the significant differences between the provisions of the Companies Law applicable to usand the laws applicable to companies incorporated in the State of Delaware.Mergers and Similar Arrangements

The Companies Law permits mergers and consolidations between Cayman Islands companies and between Cayman Islandscompanies and non-Cayman Islands companies. For these purposes, (i) "merger" means the merging of two or more constituentcompanies and the vesting of their undertaking, property and liabilities in one of such companies as the surviving company, and (ii) a"consolidation" means the combination of two or more constituent companies into a consolidated company and the vesting of theundertaking, property and liabilities of such companies to the consolidated company. In order to effect such a merger or consolidation,the directors of each constituent company must approve a written plan of merger or consolidation, which must then be authorized by(a) a special resolution of the shareholders of each constituent company, and (b) such other authorization, if any, as may be specified insuch constituent company's articles of association. The written plan of merger or consolidation must be filed with the Registrar ofCompanies of the Cayman Islands together with a declaration as to the solvency of the consolidated or surviving company, a list of theassets and liabilities of each constituent company and an undertaking that a copy of the certificate of merger or consolidation will begiven to the members and creditors of each constituent company and that notification of the merger or consolidation will be published inthe Cayman Islands Gazette. Court approval is not required for a merger or consolidation which is effected in compliance with thesestatutory procedures.

A merger between a Cayman parent company and its Cayman subsidiary or subsidiaries does not require authorization by aresolution of shareholders of that Cayman subsidiary if a copy of the plan of merger is given to every member of that Caymansubsidiary to be merged unless that member agrees otherwise. For this purpose a company is a "parent" of a subsidiary if it holds issuedshares that together represent at least ninety percent (90%) of the votes at a general meeting of the subsidiary.

The consent of each holder of a fixed or floating security interest over a constituent company is required unless this requirement iswaived by a court in the Cayman Islands.

Save in certain circumstances, a dissentient shareholder of a Cayman constituent company is entitled to payment of the fair valueof his shares upon dissenting to a merger or consolidation. The exercise of appraisal rights will preclude the exercise of any other rightssave for the right to seek relief on the grounds that the merger or consolidation is void or unlawful.

In addition, there are statutory provisions that facilitate the reconstruction and amalgamation of companies, provided that thearrangement is approved by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made,and who must, in addition, represent three-fourths in value of each such class of shareholders or creditors, as the case may be, that arepresent and voting either in person or by proxy at a meeting, or meetings, convened for that purpose. The convening of the meetings andsubsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder has theright to express to the court the view that the transaction ought not to be approved, the court can be expected to approve the arrangementif it determines that:

�� the statutory provisions as to the required majority vote have been met;

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Table of Contents�� the shareholders have been fairly represented at the meeting in question and the statutory majority are acting bona fide

without coercion of the minority to promote interests adverse to those of the class;

�� the arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respectof his interest; and

�� the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Law.

The Companies Law also contains a statutory power of compulsory acquisition which may facilitate the "squeeze out" ofdissentient minority shareholder upon a tender offer. When a tender offer is made and accepted by holders of 90% of the shares withinfour months, the offeror may, within a two-month period commencing on the expiration of such four month period, require the holdersof the remaining shares to transfer such shares on the terms of the offer. An objection can be made to the Grand Court of the CaymanIslands but this is unlikely to succeed in the case of an offer which has been so approved unless there is evidence of fraud, bad faith orcollusion.

If an arrangement and reconstruction by way of scheme of arrangement is thus approved and sanctioned, or if a tender offer ismade and accepted in accordance with the foregoing statutory precedures, the dissenting shareholder would have no rights comparableto appraisal rights, which would otherwise ordinarily be available to dissenting shareholders of Delaware corporations, providing rightsto receive payment in cash for the judicially determined value of the shares.Shareholders' Suits

In principle, we will normally be the proper plaintiff and as a general rule a derivative action may not be brought by a minorityshareholder. However, based on English authorities, which would in all likelihood be of persuasive authority in the Cayman Islands,there are exceptions to the foregoing principle, including when:

�� a company acts or proposes to act illegally or ultra vires;

�� the act complained of, although not ultra vires, could only be effected if duly authorized by more than a simple majorityvote that has not been obtained; and

�� those who control the company are perpetrating a "fraud on the minority."

Indemnification of Directors and Executive Officers and Limitation of LiabilityCayman Islands law does not limit the extent to which a company's articles of association may provide for indemnification of

officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy,such as to provide indemnification against civil fraud or the consequences of committing a crime. Our post-offering memorandum andarticles of association provides that that we shall indemnify our officers and directors against all actions, proceedings, costs, charges,expenses, losses, damages or liabilities incurred or sustained by such directors or officer, other than by reason of such person'sdishonesty, willful default or fraud, in or about the conduct of our company's business or affairs (including as a result of any mistake ofjudgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generalityof the foregoing, any costs, expenses, losses or liabilities incurred by such director or officer in defending (whether successfully orotherwise) any civil proceedings concerning our company or its affairs in any court whether in the Cayman Islands or elsewhere. Thisstandard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation. Inaddition, we intend to enter into indemnification agreements with our directors and senior executive officers that will provide suchpersons with additional indemnification beyond that provided in our amended and restated memorandum and articles of association.

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Table of ContentsInsofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons

controlling us under the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is againstpublic policy as expressed in the Securities Act and is therefore unenforceable.Anti-Takeover Provisions in the Post-Offering Memorandum and Articles of Association

Some provisions of our post-offering amended and restated memorandum and articles of association may discourage, delay orprevent a change in control of our company or management that shareholders may consider favorable, including provisions that:

�� authorize our board of directors to issue preferred shares in one or more series and to designate the price, rights,preferences, privileges and restrictions of such preferred shares without any further vote or action by our shareholders;and

�� limit the ability of shareholders to requisition and convene general meetings of shareholders

However, under Cayman Islands law, our directors may only exercise the rights and powers granted to them under our post-offering amended and restated memorandum and articles of association, as amended and restated from time to time, for what theybelieve in good faith to be in the best interests of our company.Directors' Fiduciary Duties

Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders.This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, withthe care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himselfof, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyaltyrequires that a director act in a manner he or she reasonably believes to be in the best interests of the corporation. He or she must not usehis or her corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the bestinterest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controllingshareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on aninformed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, thispresumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning atransaction by a director, a director must prove the procedural fairness of the transaction, and that the transaction was of fair value to thecorporation.

As a matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to thecompany and therefore it is considered that he or she owes the following duties to the company�a duty to act bona fide in the bestinterests of the company, a duty not to make a profit based on his or her position as director (unless the company permits him to do so),a duty not to put himself in a position where the interests of the company conflict with his or her personal interest or his or her duty to athird party and a duty to exercise powers for the purpose for which such powers were intended. A director of a Cayman Islandscompany owes to the company a duty to act with skill and care. It was previously considered that a director need not exhibit in theperformance of his or her duties a greater degree of skill than may reasonably be expected from a person of his or her knowledge andexperience. However, English and Commonwealth courts have moved towards an objective standard with regard to the required skilland care and these authorities are likely to be followed in the Cayman Islands.

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Table of ContentsShareholder Action by Written Consent

Under the Delaware General Corporation Law, a corporation may eliminate the right of shareholders to act by written consent byamendment to its certificate of incorporation. Cayman Islands law and our post-offering amended and restated articles of associationprovide that shareholders may approve corporate matters by way of a unanimous written resolution signed by or on behalf of eachshareholder who would have been entitled to vote on such matter at a general meeting without a meeting being held.Shareholder Proposals

Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting ofshareholders, provided it complies with the notice provisions in the governing documents. A special meeting may be called by the boardof directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling specialmeetings.

The Companies Law provides shareholders with only limited rights to requisition a general meeting, and does not provideshareholders with any right to put any proposal before a general meeting. However, these rights may be provided in a company's articlesof association. Our post-offering memorandum and articles of association allow any one or more of our shareholders who together holdshares which carry in aggregate not less than one-third of the total number of votes attaching to all issued and outstanding shares of ourcompany entitled to vote at general meetings to requisition an extraordinary general meeting of our shareholders, in which case ourboard is obliged to convene an extraordinary general meeting and to put the resolutions so requisitioned to a vote at such meeting. Otherthan this right to requisition a shareholders' meeting, our post-offering memorandum and articles of association do not provide ourshareholders with any other right to put proposals before annual general meetings or extraordinary general meetings. As an exemptedCayman Islands company, we are not obliged by law to call shareholders' annual general meetings.Cumulative Voting

Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation'scertificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minorityshareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled ona single director, which increases the shareholder's voting power with respect to electing such director. As permitted under CaymanIslands law, our post-offering amended and restated articles of association do not provide for cumulative voting. As a result, ourshareholders are not afforded any less protections or rights on this issue than shareholders of a Delaware corporation.Removal of Directors

Under the Delaware General Corporation Law, a director of a corporation with a classified board may be removed only for causewith the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise.Under our amended and restated articles of association, directors may be removed by ordinary resolution or subject to the post-offeringamended and restated articles of association, by the affirmative vote of a simple majority of the directors present and voting at a boardmeeting.Transactions with Interested Shareholders

The Delaware General Corporation Law contains a business combination statute applicable to Delaware corporations whereby,unless the corporation has specifically elected not to be governed by

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Table of Contentssuch statute by amendment to its certificate of incorporation, it is prohibited from engaging in certain business combinations with an"interested shareholder" for three years following the date that such person becomes an interested shareholder. An interested shareholdergenerally is a person or a group who or which owns or owned 15% or more of the target's outstanding voting stock within the past threeyears. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholderswould not be treated equally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes aninterested shareholder, the board of directors approves either the business combination or the transaction which resulted in the personbecoming an interested shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of anyacquisition transaction with the target's board of directors.

Cayman Islands law has no comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by theDelaware business combination statute. However, although Cayman Islands law does not regulate transactions between a company andits significant shareholders, it does provide that such transactions must be entered into bona fide in the best interests of the company andfor a proper corporate purpose and not with the effect of constituting a fraud on the minority shareholders.Dissolution; Winding Up

Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must beapproved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board ofdirectors may it be approved by a simple majority of the corporation's outstanding shares. Delaware law allows a Delaware corporationto include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board.Under Cayman Islands law, a company may be wound up by either an order of the courts of the Cayman Islands or by a specialresolution of its members or, if the company is unable to pay its debts as they fall due, by an ordinary resolution of its members. Thecourt has authority to order winding up in a number of specified circumstances including where it is, in the opinion of the court, just andequitable to do so.

Under Cayman Islands law, a company may be wound up by either an order of the courts of the Cayman Islands or by a specialresolution of its members or, if the company is unable to pay its debts as they fall due, by an ordinary resolution of its members. Thecourt has authority to order winding up in a number of specified circumstances including where it is, in the opinion of the court, just andequitable to do so. Under the Companies Law and our post-offering memorandum and articles of association, our company may bedissolved, liquidated or wound up by a special resolution of our shareholders.Variation of Rights of Shares

Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval of amajority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise. Under Cayman Islands lawand our post-offering amended and restated articles of association, if our share capital is divided into more than one class of shares, wemay vary the rights attached to any class only with the written consent of the holders of two-thirds of the issued shares of that class orthe sanction of a special resolution passed at a general meeting of the holders of the shares of that class.Amendment of Governing Documents

Under the Delaware General Corporation Law, a corporation's governing documents may be amended with the approval of amajority of the outstanding shares entitled to vote, unless the

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Table of Contentscertificate of incorporation provides otherwise. As permitted by Cayman Islands law, our post-offering amended and restatedmemorandum and articles of association may only be amended by special resolution or the unanimous written resolution of allshareholders.Rights of Non-Resident or Foreign Shareholders

There are no limitations imposed by our post-offering amended and restated memorandum and articles of association on the rightsof non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, there are no provisions in our post-offering amended and restated memorandum and articles of association governing the ownership threshold above which shareholderownership must be disclosed.Directors' Power to Issue Shares

Subject to applicable law, our board of directors is empowered to issue or allot shares or grant options and warrants with or withoutpreferred, deferred, qualified or other special rights or restrictions.History of Securities Issuances

The following is a summary of our securities issuances in the past three years. None of transactions set forth below involved anyunderwriters' underwriting discounts or commissions, or any public offering. We believe that each of the following transactions wasexempt from registration under the Securities Act in reliance on Regulation S or Rule 701 under the Securities Act or pursuant toSection 4(2) of the Securities Act regarding transactions not involving a public offering.Ordinary Shares

On February 28, 2017, we issued a total of 62,500,000 ordinary shares to YIHAN HOLDINGS LIMITED and SHENGDUOHOLDINGS LIMITED as equity-based awards to our co-founders.

A total of 6,210,000 of our ordinary shares owned by entities respectively controlled by our co-founders were repurchased by us onJanuary 16, 2019 for an aggregate consideration of US$6.9 million.Preferred Shares

On March 7, 2017, we issued a total of 275,076,555 series A-3 redeemable convertible preferred shares to Joy Capital I, L.P., KITCube Limited, Ucommune International Limited and Shaohu Luo for an aggregate consideration of US$14.6 million. A total of27,155,688 shares of such series A-3 redeemable convertible preferred shares were repurchased by us from Joy Capital I, L.P. onJanuary 16, 2019 for an aggregate consideration of US$30.0 million. A total of 2,714,795 shares of such series A-3 redeemableconvertible preferred shares issued to Ucommune International Limited were cancelled on August 23, 2019 and we concurrently issuedthe same number of series A-3 redeemable convertible preferred shares to Ucommune Group Holdings (Hong Kong) Limited. OnMarch 7, 2017, we also issued a total of 16,967,466 series A-2-I redeemable convertible preferred shares to Shaohu Luo for anaggregate consideration of US$0.7 million.

Pursuant to the share purchase agreement between certain series A-3 and series A-2-I investors and us, dated March 6, 2017, assupplemented by the joinder agreement between Manhua Shi and us, dated November 21, 2017, we agreed to issue 8,144,384 series A-3redeemable convertible preferred shares to Manhua Shi for an aggregated consideration of US$431,344. In August 2019, we receivedUS$431,344 in cash for the subscription of such Series A-3 redeemable convertible preferred shares. Pursuant to certain share transferagreement, in which Manhua Shi agreed to transfer her right in such shares to Hupo Harmony Capital Management Ltd, we issued8,144,384 series A-3 redeemable convertible preferred shares to Hupo Harmony Capital Management Ltd on August 23, 2019.

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Table of ContentsOn February 12, 2018, we issued a total of 183,823,115 series B redeemable convertible preferred shares to CMC Downtown

Holdings Limited, Banyan Partners Fund III, L.P., Banyan Partners Fund III-A, L.P., Joy Capital II, L.P., Vision Plus Capital FundII, L.P., BAI GmbH, G&M Capital Holding Limited and R Capital Growth Fund LP for an aggregate consideration of US$60.0 million.All of such series B redeemable convertible preferred shares were re-designated to series B-1 redeemable convertible preferred shareson May 25, 2018.

On May 25, 2018, we issued a total of 99,222,705 series B-2 redeemable convertible preferred shares to Internet Fund IV Pte. Ltd.and Joy Capital II, L.P. for an aggregate consideration of US$50.0 million. On the same date, we issued a total of 41,777,981 series B-2redeemable convertible preferred shares to CMC Downtown Holdings Limited, Banyan Partners Fund III, L.P., Banyan Partners FundIII-A, L.P., Joy Capital II, L.P., R Capital Growth Fund LP, Vision Plus Capital Fund II, L.P., BAI GmbH and G&M Capital HoldingLimited, all of which were converted from convertible loans. See "�Convertible Loan"

On September 30, 2018, we issued a total of 226,297,396 series C redeemable convertible preferred shares to Internet Fund IVPte. Ltd. for an aggregated consideration of US$250.0 million. All of such series C redeemable convertible preferred shares were re-designated to series C-2 redeemable convertible preferred shares on January 16, 2019.

On January 16, 2019, we issued a total of 27,155,688 series C-1 redeemable convertible preferred shares to SUCCESS GOLDENGROUP LIMITED for an aggregated consideration of US$30.0 million. On the same date, we issued a total of 198,222,513 series C-2redeemable convertible preferred shares to Antfin (Hong Kong) Holding Limited, Ducati Investment Limited, Joy CapitalOpportunity, L.P., CMC Downtown Holdings Limited, Banyan Partners Fund III, L.P. and Banyan Partners Fund III-A, L.P. for anaggregated consideration of US$219.0 million.

On October 18, 2019, we issued a total of 71,828,809 series D redeemable convertible preferred shares to CMC Downtown IIHoldings Limited for an aggregated consideration of US$100.0 million. On October 28, 2019, we issued a total of 64,645,928 series Dredeemable convertible preferred shares to Juneberry Investment Holdings Limited for a total consideration of US$90.0 million.Convertible Loan

On February 12, 2018, we entered into convertible note agreements with CMC Downtown Holdings Limited, Banyan PartnersFund III, L.P., Banyan Partners Fund III-A, L.P., Joy Capital II, L.P., Vision Plus Capital Fund II, L.P.,BAI GmbH, G&M CapitalHolding Limited, and R Capital Growth Fund LP (collectively, the "2018 Convertible Loan Holders") to obtain a loan ofUS$20.0 million with a term of 18 months (the "2018 Convertible Loan"). 2018 Convertible Loan Holders are entitled to an option toconvert all or part of the outstanding principal of the 2018 Convertible Loan to our preferred shares upon next round of financing. Theinterest rate of 2018 convertible loan is 8% per annum provided that no interest shall be accrued on the outstanding principal amount, ifthe entire or any portion of the principal amount is converted to our preferred shares. The conversion price shall be 80% or 70% (if thefinancing occurs after 12 months from the closing) of the per share price of the next financing. On May 25, 2018, we entered intoconvertible note conversion agreements with the 2018 Convertible Loan Holders respectively, pursuant to which the 2018 ConvertibleLoan was converted to 41,777,981 Series B-2 Preferred Shares at the price of US$0.4787 per share.Option Grants

We have granted share options to purchase our ordinary shares to certain of our directors, executive officers and employees. See"Management�Equity Incentive Plans."

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Table of ContentsShareholders Agreement

Pursuant to our eighth amended and restated shareholders agreement dated October 28, 2019, we granted certain preferential rights,including, among others, information right, right of first refusal, prohibition on transfer of shares, right of co-sale and drag-along rightand contains provisions governing the board of directors and other corporate governance matters. These preferential rights, as well ascorporate governance provisions, will terminate upon the completion of the offering, expect that certain special rights with respect toconfidentiality will not terminate.Registration Rights

Pursuant to our eighth amended and restated shareholders agreement dated October 28, 2019, we have granted certain registrationrights to our shareholder. Set forth below is a description of these registration rights.Demand Registration Rights

At any time after the earlier of (i) the date that is 5 years after the closing of the sale and purchase of our series C-1 redeemableconvertible preferred shares and series C-2 redeemable convertible preferred shares or (ii) one year following the effective date of ourIPO, upon a written request from the holders of at least 20% of the registrable securities then outstanding, we shall, within ten businessdays after the receipt thereof, give a written notice of such request to all holders and shall, use our best efforts to effect as soon aspracticable, the registration under the Securities Act of all registrable securities which the holders request to be registered within 20 daysafter receipt of our notice, subject to certain limitations. We, however, are not obligated to effect a demand registration if we havealready effected a demand registrations, an F-3 demand registration, or a piggyback registration in which holders had an opportunity toparticipate, within the six-month period preceding the date of the holders' such request, subject to certain exceptions. In addition, weshall not be obligated to effect more than 3 demand registrations.Piggyback Registration Rights

If we propose to file a registration statement under the Securities Act in connection with a public offering of securities of ourcompany, subject to certain exceptions, then we shall notify all holders of registrable securities in writing at least 30 days prior to filingany registration statement, and must offer each such holder the opportunity to include their shares in the registration statement.Registration pursuant to piggyback registration rights is not deemed to be a demand registration, and there is no limit on the number oftimes the holders may exercise their piggyback registration rights.Form F-3 Demand Registration Rights

When eligible for use of form F-3, any holder of the registrable securities then outstanding have the right to demand that we effecta registration on Form F-3/S-3. We, however, are not obligated to effect a registration on Form F-3/S-3 if, among other things, we havealready effected a registration statement within the six-month period preceding the date of the registration request, subject to certainlimitations. In addition, we have the right to defer Form F-3 demand registrations under certain circumstances.Expenses of Registration

We will pay all expenses incurred by us relating to any demand, piggyback or Form F-3 demand registration, except that theparticipating holders shall bear the expense of any underwriting discounts and selling commissions relating to the offering of theirsecurities. We will not be required to pay for any expenses of any registration proceeding begun pursuant to demand registration rights,unless subject to certain exception, if the registration request is subsequently withdrawn at the request of a majority of the holders of theregistrable securities then outstanding.Termination of Registration Rights

The registration rights discussed above shall terminate upon the fifth anniversary of this offering.183



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DESCRIPTION OF AMERICAN DEPOSITARY SHARESCitibank, N.A. has agreed to act as the depositary for the American Depositary Shares. Citibank's depositary offices are located at

388 Greenwich Street, New York, New York 10013. American Depositary Shares are frequently referred to as "ADSs" and representownership interests in securities that are on deposit with the depositary. ADSs may be represented by certificates that are commonlyknown as "American Depositary Receipts" or "ADRs." The depositary typically appoints a custodian to safekeep the securities ondeposit. In this case, the custodian is Citibank, N.A.�Hong Kong, located at 9/F, Citi Tower, One Bay East, 83 Hon Hai Road, KwunTong, Kowloon, Hong Kong.

We have appointed Citibank as depositary pursuant to a deposit agreement. A copy of the deposit agreement is on file with the SECunder cover of a Registration Statement on Form F-6. You may obtain a copy of the deposit agreement from the SEC's Public ReferenceRoom at 100 F Street, N.E., Washington, D.C. 20549 and from the SEC's website (www.sec.gov). [Please refer to RegistrationNumber 333- when retrieving such copy.]

We are providing you with a summary description of the material terms of the ADSs and of your material rights as an owner ofADSs. Please remember that summaries by their nature lack the precision of the information summarized and that the rights andobligations of an owner of ADSs will be determined by reference to the terms of the deposit agreement and not by this summary. Weurge you to review the deposit agreement in its entirety. The portions of this summary description that are italicized describe matters thatmay be relevant to the ownership of ADSs but that may not be contained in the deposit agreement.

Each ADS represents the right to receive, and to exercise the beneficial ownership interests in, Class A ordinary shares thatare on deposit with the depositary and/or the custodian. An ADS also represents the right to receive, and to exercise the beneficialinterests in, any other property received by the depositary or the custodian on behalf of the owner of the ADS but that has not beendistributed to the owners of ADSs because of legal restrictions or practical considerations. We and the depositary may agree to changethe ADS-to-Class A ordinary shares ratio by amending the deposit agreement. This amendment may give rise to, or change, thedepositary fees payable by ADS owners. The custodian, the depositary and their respective nominees will hold all deposited property forthe benefit of the holders and beneficial owners of ADSs. The deposited property does not constitute the proprietary assets of thedepositary, the custodian or their nominees. Beneficial ownership in the deposited property will under the terms of the depositagreement be vested in the beneficial owners of the ADSs. The depositary, the custodian and their respective nominees will be therecord holders of the deposited property represented by the ADSs for the benefit of the holders and beneficial owners of thecorresponding ADSs. A beneficial owner of ADSs may or may not be the holder of ADSs. Beneficial owners of ADSs will be able toreceive, and to exercise beneficial ownership interests in, the deposited property only through the registered holders of the ADSs, theregistered holders of the ADSs (on behalf of the applicable ADS owners) only through the depositary, and the depositary (on behalf ofthe owners of the corresponding ADSs) directly, or indirectly, through the custodian or their respective nominees, in each case upon theterms of the deposit agreement.

If you become an owner of ADSs, you will become a party to the deposit agreement and therefore will be bound to its terms and tothe terms of any ADR that represents your ADSs. The deposit agreement and the ADR specify our rights and obligations as well as yourrights and obligations as owner of ADSs and those of the depositary. As an ADS holder you appoint the depositary to act on your behalfin certain circumstances. The deposit agreement and the ADRs are governed by New York law. However, our obligations to the holdersof Class A ordinary shares will continue to be governed by the laws of the Cayman Islands, which may be different from the laws in theUnited States.

In addition, applicable laws and regulations may require you to satisfy reporting requirements and obtain regulatory approvals incertain circumstances. You are solely responsible for complying with such

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Table of Contentsreporting requirements and obtaining such approvals. Neither the depositary, the custodian, us or any of their or our respective agents oraffiliates shall be required to take any actions whatsoever on your behalf to satisfy such reporting requirements or obtain such regulatoryapprovals under applicable laws and regulations.

As an owner of ADSs, we will not treat you as one of our shareholders and you will not have direct shareholder rights. Thedepositary will hold on your behalf the shareholder rights attached to the Class A ordinary shares underlying your ADSs. As an ownerof ADSs you will be able to exercise the shareholders rights for the Class A ordinary shares represented by your ADSs through thedepositary only to the extent contemplated in the deposit agreement. To exercise any shareholder rights not contemplated in the depositagreement you will, as an ADS owner, need to arrange for the cancellation of your ADSs and become a direct shareholder.

The manner in which you own the ADSs (e.g., in a brokerage account vs. as registered holder, or as holder of certificated vs.uncertificated ADSs) may affect your rights and obligations, and the manner in which, and extent to which, the depositary's services aremade available to you. As an owner of ADSs, you may hold your ADSs either by means of an ADR registered in your name, through abrokerage or safekeeping account, or through an account established by the depositary in your name reflecting the registration ofuncertificated ADSs directly on the books of the depositary (commonly referred to as the "direct registration system" or "DRS"). Thedirect registration system reflects the uncertificated (book-entry) registration of ownership of ADSs by the depositary. Under the directregistration system, ownership of ADSs is evidenced by periodic statements issued by the depositary to the holders of the ADSs. Thedirect registration system includes automated transfers between the depositary and The Depository Trust Company ("DTC"), the centralbook-entry clearing and settlement system for equity securities in the United States. If you decide to hold your ADSs through yourbrokerage or safekeeping account, you must rely on the procedures of your broker or bank to assert your rights as ADS owner. Banksand brokers typically hold securities such as the ADSs through clearing and settlement systems such as DTC. The procedures of suchclearing and settlement systems may limit your ability to exercise your rights as an owner of ADSs. Please consult with your broker orbank if you have any questions concerning these limitations and procedures. All ADSs held through DTC will be registered in the nameof a nominee of DTC. This summary description assumes you have opted to own the ADSs directly by means of an ADS registered inyour name and, as such, we will refer to you as the "holder." When we refer to "you," we assume the reader owns ADSs and will ownADSs at the relevant time.

The registration of the Class A ordinary shares in the name of the depositary or the custodian shall, to the maximum extentpermitted by applicable law, vest in the depositary or the custodian the record ownership in the applicable Class A ordinary shares withthe beneficial ownership rights and interests in such Class A ordinary shares being at all times vested with the beneficial owners of theADSs representing the Class A ordinary shares. The depositary or the custodian shall at all times be entitled to exercise the beneficialownership rights in all deposited property, in each case only on behalf of the holders and beneficial owners of the ADSs representing thedeposited property.Dividends and Distributions

As a holder of ADSs, you generally have the right to receive the distributions we make on the securities deposited with thecustodian. Your receipt of these distributions may be limited, however, by practical considerations and legal limitations. Holders ofADSs will receive such distributions under the terms of the deposit agreement in proportion to the number of ADSs held as of thespecified record date, after deduction of the applicable fees, taxes and expenses.

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Table of ContentsDistributions of Cash

Whenever we make a cash distribution for the securities on deposit with the custodian, we will deposit the funds with thecustodian. Upon receipt of confirmation of the deposit of the requisite funds, the depositary will arrange for the funds received in acurrency other than U.S. dollars to be converted into U.S. dollars and for the distribution of the U.S. dollars to the holders, subject to thelaws and regulations of the Cayman Islands.

The conversion into U.S. dollars will take place only if practicable and if the U.S. dollars are transferable to the United States. Thedepositary will apply the same method for distributing the proceeds of the sale of any property (such as undistributed rights) held by thecustodian in respect of securities on deposit.

The distribution of cash will be made net of the fees, expenses, taxes and governmental charges payable by holders under the termsof the deposit agreement. The depositary will hold any cash amounts it is unable to distribute in a non-interest bearing account for thebenefit of the applicable holders and beneficial owners of ADSs until the distribution can be effected or the funds that the depositaryholds must be escheated as unclaimed property in accordance with the laws of the relevant states of the United States.Distributions of Shares

Whenever we make a free distribution of Class A ordinary shares for the securities on deposit with the custodian, we will depositthe applicable number of Class A ordinary shares with the custodian. Upon receipt of confirmation of such deposit, the depositary willeither distribute to holders new ADSs representing the Class A ordinary shares deposited or modify the ADS-to-Class A ordinary sharesratio, in which case each ADS you hold will represent rights and interests in the additional Class A ordinary shares so deposited. Onlywhole new ADSs will be distributed. Fractional entitlements will be sold and the proceeds of such sale will be distributed as in the caseof a cash distribution.

The distribution of new ADSs or the modification of the ADS-to-Class A ordinary shares ratio upon a distribution of Class Aordinary shares will be made net of the fees, expenses, taxes and governmental charges payable by holders under the terms of thedeposit agreement. In order to pay such taxes or governmental charges, the depositary may sell all or a portion of the new Class Aordinary shares so distributed.

No such distribution of new ADSs will be made if it would violate a law (e.g., the U.S. securities laws) or if it is not operationallypracticable. If the depositary does not distribute new ADSs as described above, it may sell the Class A ordinary shares received uponthe terms described in the deposit agreement and will distribute the proceeds of the sale as in the case of a distribution of cash.Distributions of Rights

Whenever we intend to distribute rights to subscribe for additional Class A ordinary shares, we will give prior notice to thedepositary and we will assist the depositary in determining whether it is lawful and reasonably practicable to distribute rights tosubscribe for additional ADSs to holders.

The depositary will establish procedures to distribute rights to subscribe for additional ADSs to holders and to enable such holdersto exercise such rights if it is lawful and reasonably practicable to make the rights available to holders of ADSs, and if we provide all ofthe documentation contemplated in the deposit agreement (such as opinions to address the lawfulness of the transaction). You may haveto pay fees, expenses, taxes and other governmental charges to subscribe for the new ADSs upon the exercise of your rights. Thedepositary is not obligated to establish procedures to facilitate the distribution and exercise by holders of rights to subscribe for newClass A ordinary shares other than in the form of ADSs.

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Table of ContentsThe depositary will not distribute the rights to you if:�� We do not timely request that the rights be distributed to you or we request that the rights not be distributed to you; or

�� We fail to deliver satisfactory documents to the depositary; or

�� It is not reasonably practicable to distribute the rights.

The depositary will sell the rights that are not exercised or not distributed if such sale is lawful and reasonably practicable. Theproceeds of such sale will be distributed to holders as in the case of a cash distribution. If the depositary is unable to sell the rights, itwill allow the rights to lapse.Elective Distributions

Whenever we intend to distribute a dividend payable at the election of shareholders either in cash or in additional shares, we willgive prior notice thereof to the depositary and will indicate whether we wish the elective distribution to be made available to you. Insuch case, we will assist the depositary in determining whether such distribution is lawful and reasonably practicable.

The depositary will make the election available to you only if it is reasonably practicable and if we have provided all of thedocumentation contemplated in the deposit agreement. In such case, the depositary will establish procedures to enable you to elect toreceive either cash or additional ADSs, in each case as described in the deposit agreement.

If the election is not made available to you, you will receive either cash or additional ADSs, depending on what a shareholder inthe Cayman Islands would receive upon failing to make an election, as more fully described in the deposit agreement.Other Distributions

Whenever we intend to distribute property other than cash, Class A ordinary shares or rights to subscribe for additional Class Aordinary shares, we will notify the depositary in advance and will indicate whether we wish such distribution to be made to you. If so,we will assist the depositary in determining whether such distribution to holders is lawful and reasonably practicable.

If it is reasonably practicable to distribute such property to you and if we provide to the depositary all of the documentationcontemplated in the deposit agreement, the depositary will distribute the property to the holders in a manner it deems practicable.

The distribution will be made net of fees, expenses, taxes and governmental charges payable by holders under the terms of thedeposit agreement. In order to pay such taxes and governmental charges, the depositary may sell all or a portion of the propertyreceived.

The depositary will not distribute the property to you and will sell the property if:�� We do not request that the property be distributed to you or if we request that the property not be distributed to you; or

�� We do not deliver satisfactory documents to the depositary; or

�� The depositary determines that all or a portion of the distribution to you is not reasonably practicable.

The proceeds of such a sale will be distributed to holders as in the case of a cash distribution.187



Table of ContentsRedemption

Whenever we decide to redeem any of the securities on deposit with the custodian, we will notify the depositary in advance. If it ispracticable and if we provide all of the documentation contemplated in the deposit agreement, the depositary will provide notice of theredemption to the holders.

The custodian will be instructed to surrender the shares being redeemed against payment of the applicable redemption price. Thedepositary will convert into U.S. dollars upon the terms of the deposit agreement the redemption funds received in a currency other thanU.S. dollars and will establish procedures to enable holders to receive the net proceeds from the redemption upon surrender of theirADSs to the depositary. You may have to pay fees, expenses, taxes and other governmental charges upon the redemption of your ADSs.If less than all ADSs are being redeemed, the ADSs to be retired will be selected by lot or on a pro rata basis, as the depositary maydetermine.Changes Affecting Class A ordinary shares

The Class A ordinary shares held on deposit for your ADSs may change from time to time. For example, there may be a change innominal or par value, split-up, cancellation, consolidation or any other reclassification of such Class A ordinary shares or arecapitalization, reorganization, merger, consolidation or sale of assets of the Company.

If any such change were to occur, your ADSs would, to the extent permitted by law and the deposit agreement, represent the rightto receive the property received or exchanged in respect of the Class A ordinary shares held on deposit. The depositary may in suchcircumstances deliver new ADSs to you, amend the deposit agreement, the ADRs and the applicable Registration Statement(s) onForm F-6, call for the exchange of your existing ADSs for new ADSs and take any other actions that are appropriate to reflect as to theADSs the change affecting the Shares. If the depositary may not lawfully distribute such property to you, the depositary may sell suchproperty and distribute the net proceeds to you as in the case of a cash distribution.Issuance of ADSs upon Deposit of Class A ordinary shares

Upon completion of the offering, the Class A ordinary shares being offered pursuant to the prospectus will be deposited by us withthe custodian. Upon receipt of confirmation of such deposit, the depositary will issue ADSs to the underwriters named in the prospectus.

After the closing of the offer, the depositary may create ADSs on your behalf if you or your broker deposit Class A ordinary shareswith the custodian. The depositary will deliver these ADSs to the person you indicate only after you pay any applicable issuance feesand any charges and taxes payable for the transfer of the Class A ordinary shares to the custodian. Your ability to deposit Class Aordinary shares and receive ADSs may be limited by U.S. and Cayman Islands legal considerations applicable at the time of deposit.

The issuance of ADSs may be delayed until the depositary or the custodian receives confirmation that all required approvals havebeen given and that the Class A ordinary shares have been duly transferred to the custodian. The depositary will only issue ADSs inwhole numbers.

When you make a deposit of Class A ordinary shares, you will be responsible for transferring good and valid title to the depositary.As such, you will be deemed to represent and warrant that:

�� The Class A ordinary shares are duly authorized, validly issued, fully paid, non-assessable and legally obtained.

�� All preemptive (and similar) rights, if any, with respect to such Class A ordinary shares have been validly waived orexercised.

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Table of Contents�� You are duly authorized to deposit the Class A ordinary shares.

�� The Class A ordinary shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge,mortgage or adverse claim, and are not, and the ADSs issuable upon such deposit will not be, "restricted securities" (asdefined in the deposit agreement).

�� The Class A ordinary shares presented for deposit have not been stripped of any rights or entitlements.

If any of the representations or warranties are incorrect in any way, we and the depositary may, at your cost and expense, take anyand all actions necessary to correct the consequences of the misrepresentations.Transfer, Combination and Split Up of ADRs

As an ADR holder, you will be entitled to transfer, combine or split up your ADRs and the ADSs evidenced thereby. For transfersof ADRs, you will have to surrender the ADRs to be transferred to the depositary and also must:

�� ensure that the surrendered ADR is properly endorsed or otherwise in proper form for transfer;

�� provide such proof of identity and genuineness of signatures as the depositary deems appropriate;

�� provide any transfer stamps required by the State of New York or the United States; and

�� pay all applicable fees, charges, expenses, taxes and other government charges payable by ADR holders pursuant to theterms of the deposit agreement, upon the transfer of ADRs.

To have your ADRs either combined or split up, you must surrender the ADRs in question to the depositary with your request tohave them combined or split up, and you must pay all applicable fees, charges and expenses payable by ADR holders, pursuant to theterms of the deposit agreement, upon a combination or split up of ADRs.Withdrawal of Class A ordinary shares Upon Cancellation of ADSs

As a holder, you will be entitled to present your ADSs to the depositary for cancellation and then receive the corresponding numberof underlying Class A ordinary shares at the custodian's offices. Your ability to withdraw the Class A ordinary shares held in respect ofthe ADSs may be limited by U.S. and Cayman Islands law considerations applicable at the time of withdrawal. In order to withdraw theClass A ordinary shares represented by your ADSs, you will be required to pay to the depositary the fees for cancellation of ADSs andany charges and taxes payable upon the transfer of the Class A ordinary shares. You assume the risk for delivery of all funds andsecurities upon withdrawal. Once canceled, the ADSs will not have any rights under the deposit agreement.

If you hold ADSs registered in your name, the depositary may ask you to provide proof of identity and genuineness of anysignature and such other documents as the depositary may deem appropriate before it will cancel your ADSs. The withdrawal of theClass A ordinary shares represented by your ADSs may be delayed until the depositary receives satisfactory evidence of compliancewith all applicable laws and regulations. Please keep in mind that the depositary will only accept ADSs for cancellation that represent awhole number of securities on deposit.

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Table of ContentsYou will have the right to withdraw the securities represented by your ADSs at any time except for:�� Temporary delays that may arise because (i) the transfer books for the Class A ordinary shares or ADSs are closed, or

(ii) Class A ordinary shares are immobilized on account of a shareholders' meeting or a payment of dividends.

�� Obligations to pay fees, taxes and similar charges.

�� Restrictions imposed because of laws or regulations applicable to ADSs or the withdrawal of securities on deposit.

The deposit agreement may not be modified to impair your right to withdraw the securities represented by your ADSs except tocomply with mandatory provisions of law.Voting Rights

As a holder, you generally have the right under the deposit agreement to instruct the depositary to exercise the voting rights for theClass A ordinary shares represented by your ADSs. The voting rights of holders of Class A ordinary shares are described in"Description of Share Capital."

At our request, the depositary will distribute to you any notice of shareholders' meeting received from us together with informationexplaining how to instruct the depositary to exercise the voting rights of the securities represented by ADSs. In lieu of distributing suchmaterials, the depositary may distribute to holders of ADSs instructions on how to retrieve such materials upon request.

If the depositary timely receives voting instructions from a holder of ADSs, it will endeavor to vote the securities (in person or byproxy) represented by the holder's ADSs as follows:

�� In the event of voting by show of hands, the depositary will vote (or cause the custodian to vote) all Class A ordinaryshares held on deposit at that time in accordance with the voting instructions received from a majority of holders ofADSs who provide timely voting instructions.

�� In the event of voting by poll, the depositary will vote (or cause the Custodian to vote) the Class A ordinary shares heldon deposit in accordance with the voting instructions received from the holders of ADSs.

Securities for which no voting instructions have been received will not be voted (except as otherwise contemplated in the depositagreement). Please note that the ability of the depositary to carry out voting instructions may be limited by practical and legallimitations and the terms of the securities on deposit. We cannot assure you that you will receive voting materials in time to enable youto return voting instructions to the depositary in a timely manner.

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Table of ContentsFees and Charges

As an ADS holder, you will be required to pay the following fees under the terms of the deposit agreement:

As an ADS holder you will also be responsible to pay certain charges such as:�� taxes (including applicable interest and penalties) and other governmental charges;

�� the registration fees as may from time to time be in effect for the registration of Class A ordinary shares on the shareregister and applicable to transfers of Class A ordinary shares to or from the name of the custodian, the depositary or anynominees upon the making of deposits and withdrawals, respectively;

�� certain cable, telex and facsimile transmission and delivery expenses;

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Service Fees

� Issuance of ADSs (e.g., an issuance of ADS upon a deposit ofClass A ordinary shares, upon a change in the ADS(s)-to-Class A ordinary shares ratio, or for any other reason),excluding ADS issuances as a result of distributions ofClass A ordinary shares)

Up to U.S. 5¢ per ADS issued

� Cancellation of ADSs (e.g., a cancellation of ADSs fordelivery of deposited property, upon a change in the ADS(s)-to-Class A ordinary shares ratio, or for any other reason)

Up to U.S. 5¢ per ADS cancelled

� Distribution of cash dividends or other cash distributions(e.g., upon a sale of rights and other entitlements)

Up to U.S. 5¢ per ADS held

� Distribution of ADSs pursuant to (i) stock dividends or otherfree stock distributions, or (ii) exercise of rights to purchaseadditional ADSs


� Distribution of securities other than ADSs or rights topurchase additional ADSs (e.g., upon a spin-off)


� ADS ServicesUp to U.S. 5¢ per ADS held on the applicable record date(s)established by the depositary

� Registration of ADS transfers (e.g., upon a registration of thetransfer of registered ownership of ADSs, upon a transfer ofADSs into DTC and vice versa, or for any other reason)

Up to U.S. 5¢ per ADS (or fraction thereof) transferred

� Conversion of ADSs of one series for ADSs of another series(e.g., upon conversion of Partial Entitlement ADSs for FullEntitlement ADSs, or upon conversion of Restricted ADSs(each as defined in the Deposit Agreement) into freelytransferable ADSs, and vice versa).

Up to U.S. 5¢ per ADS (or fraction thereof) converted



Table of Contents�� the fees, expenses, spreads, taxes and other charges of the depositary and/or service providers (which may be a division,

branch or affiliate of the depositary) in the conversion of foreign currency;

�� the reasonable and customary out-of-pocket expenses incurred by the depositary in connection with compliance withexchange control regulations and other regulatory requirements applicable to Class A ordinary shares, ADSs and ADRs;and

�� the fees, charges, costs and expenses incurred by the depositary, the custodian, or any nominee in connection with theADR program.

ADS fees and charges for (i) the issuance of ADSs, and (ii) the cancellation of ADSs are charged to the person for whom the ADSsare issued (in the case of ADS issuances) and to the person for whom ADSs are cancelled (in the case of ADS cancellations). In the caseof ADSs issued by the depositary into DTC, the ADS issuance and cancellation fees and charges may be deducted from distributionsmade through DTC, and may be charged to the DTC participant(s) receiving the ADSs being issued or the DTC participant(s) holdingthe ADSs being cancelled, as the case may be, on behalf of the beneficial owner(s) and will be charged by the DTC participant(s) to theaccount of the applicable beneficial owner(s) in accordance with the procedures and practices of the DTC participants as in effect at thetime. ADS fees and charges in respect of distributions and the ADS service fee are charged to the holders as of the applicable ADSrecord date. In the case of distributions of cash, the amount of the applicable ADS fees and charges is deducted from the funds beingdistributed. In the case of (i) distributions other than cash and (ii) the ADS service fee, holders as of the ADS record date will beinvoiced for the amount of the ADS fees and charges and such ADS fees and charges may be deducted from distributions made toholders of ADSs. For ADSs held through DTC, the ADS fees and charges for distributions other than cash and the ADS service fee maybe deducted from distributions made through DTC, and may be charged to the DTC participants in accordance with the procedures andpractices prescribed by DTC and the DTC participants in turn charge the amount of such ADS fees and charges to the beneficial ownersfor whom they hold ADSs. In the case of (i) registration of ADS transfers, the ADS transfer fee will be payable by the ADS Holderwhose ADSs are being transferred or by the person to whom the ADSs are transferred, and (ii) conversion of ADSs of one series forADSs of another series, the ADS conversion fee will be payable by the Holder whose ADSs are converted or by the person to whom theconverted ADSs are delivered.

In the event of refusal to pay the depositary fees, the depositary may, under the terms of the deposit agreement, refuse the requestedservice until payment is received or may set off the amount of the depositary fees from any distribution to be made to the ADS holder.Certain depositary fees and charges (such as the ADS services fee) may become payable shortly after the closing of the ADS offering.Note that the fees and charges you may be required to pay may vary over time and may be changed by us and by the depositary. Youwill receive prior notice of such changes. The depositary may reimburse us for certain expenses incurred by us in respect of the ADRprogram, by making available a portion of the ADS fees charged in respect of the ADR program or otherwise, upon such terms andconditions as we and the depositary agree from time to time.Amendments and Termination

We may agree with the depositary to modify the deposit agreement at any time without your consent. We undertake to give holders30 days' prior notice of any modifications that would materially prejudice any of their substantial rights under the deposit agreement.We will not consider to be materially prejudicial to your substantial rights any modifications or supplements that are reasonablynecessary for the ADSs to be registered under the Securities Act or to be eligible for book-entry settlement, in each case withoutimposing or increasing the fees and charges you are required to pay.

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Table of ContentsIn addition, we may not be able to provide you with prior notice of any modifications or supplements that are required to accommodatecompliance with applicable provisions of law.

You will be bound by the modifications to the deposit agreement if you continue to hold your ADSs after the modifications to thedeposit agreement become effective. The deposit agreement cannot be amended to prevent you from withdrawing the Class A ordinaryshares represented by your ADSs (except as permitted by law).

We have the right to direct the depositary to terminate the deposit agreement. Similarly, the depositary may in certaincircumstances on its own initiative terminate the deposit agreement. In either case, the depositary must give notice to the holders at least30 days before termination. Until termination, your rights under the deposit agreement will be unaffected.

After termination, the depositary will continue to collect distributions received (but will not distribute any such property until yourequest the cancellation of your ADSs) and may sell the securities held on deposit. After the sale, the depositary will hold the proceedsfrom such sale and any other funds then held for the holders of ADSs in a non-interest bearing account. At that point, the depositary willhave no further obligations to holders other than to account for the funds then held for the holders of ADSs still outstanding (afterdeduction of applicable fees, taxes and expenses).

In connection with any termination of the deposit agreement, the depositary may make available to owners of ADSs a means towithdraw the Class A ordinary shares represented by ADSs and to direct the depositary of such Class A ordinary shares into anunsponsored American depositary share program established by the depositary. The ability to receive unsponsored American depositaryshares upon termination of the deposit agreement would be subject to satisfaction of certain U.S. regulatory requirements applicable tothe creation of unsponsored American depositary shares and the payment of applicable depositary fees.Books of Depositary

The depositary will maintain ADS holder records at its depositary office. You may inspect such records at such office duringregular business hours but solely for the purpose of communicating with other holders in the interest of business matters relating to theADSs and the deposit agreement.

The depositary will maintain in New York facilities to record and process the issuance, cancellation, combination, split-up andtransfer of ADSs. These facilities may be closed from time to time, to the extent not prohibited by law.Limitations on Obligations and Liabilities

The deposit agreement limits our obligations and the depositary's obligations to you. Please note the following:�� We and the depositary are obligated only to take the actions specifically stated in the deposit agreement without

negligence or bad faith.

�� The depositary disclaims any liability for any failure to carry out voting instructions, for any manner in which a vote iscast or for the effect of any vote, provided it acts in good faith and in accordance with the terms of the depositagreement.

�� The depositary disclaims any liability for any failure to determine the lawfulness or practicality of any action, for thecontent of any document forwarded to you on our behalf or for the accuracy of any translation of such a document, forthe investment risks associated with investing in Class A ordinary shares, for the validity or worth of the Class Aordinary shares, for any tax consequences that result from the ownership of ADSs, for the credit-worthiness of any third

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Table of Contentsparty, for allowing any rights to lapse under the terms of the deposit agreement, for the timeliness of any of ournotices or for our failure to give notice.

�� We and the depositary will not be obligated to perform any act that is inconsistent with the terms of the depositagreement.

�� We and the depositary disclaim any liability if we or the depositary are prevented or forbidden from or subject to anycivil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by theterms of the deposit agreement, by reason of any provision, present or future of any law or regulation, or by reason ofpresent or future provision of any provision of our post-offering memorandum and articles of association, or anyprovision of or governing the securities on deposit, or by reason of any act of God or war or other circumstances beyondour control.

�� We and the depositary disclaim any liability by reason of any exercise of, or failure to exercise, any discretion providedfor in the deposit agreement or in our post-offering memorandum and articles of association or in any provisions of orgoverning the securities on deposit.

�� We and the depositary further disclaim any liability for any action or inaction in reliance on the advice or informationreceived from legal counsel, accountants, any person presenting Shares for deposit, any holder of ADSs or authorizedrepresentatives thereof, or any other person believed by either of us in good faith to be competent to give such advice orinformation.

�� We and the depositary also disclaim liability for the inability by a holder to benefit from any distribution, offering, rightor other benefit that is made available to holders of Class A ordinary shares but is not, under the terms of the depositagreement, made available to you.

�� We and the depositary may rely without any liability upon any written notice, request or other document believed to begenuine and to have been signed or presented by the proper parties.

�� We and the depositary also disclaim liability for any consequential or punitive damages for any breach of the terms ofthe deposit agreement.

�� No disclaimer of any Securities Act liability is intended by any provision of the deposit agreement.

�� Nothing in the deposit agreement gives rise to a partnership or joint venture, or establishes a fiduciary relationship,among us, the depositary and you as ADS holder.

�� Nothing in the deposit agreement precludes Citibank (or its affiliates) from engaging in transactions in which partiesadverse to us or the ADS owners have interests, and nothing in the deposit agreement obligates Citibank to disclose



those transactions, or any information obtained in the course of those transactions, to us or to the ADS owners, or toaccount for any payment received as part of those transactions.

TaxesYou will be responsible for the taxes and other governmental charges payable on the ADSs and the securities represented by the

ADSs. We, the depositary and the custodian may deduct from any distribution the taxes and governmental charges payable by holdersand may sell any and all property on deposit to pay the taxes and governmental charges payable by holders. You will be liable for anydeficiency if the sale proceeds do not cover the taxes that are due.

The depositary may refuse to issue ADSs, to deliver, transfer, split and combine ADRs or to release securities on deposit until alltaxes and charges are paid by the applicable holder. The depositary and the custodian may take reasonable administrative actions toobtain tax refunds and reduced tax withholding for any distributions on your behalf. However, you may be required to provide

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Table of Contentsto the depositary and to the custodian proof of taxpayer status and residence and such other information as the depositary and thecustodian may require to fulfill legal obligations. You are required to indemnify us, the depositary and the custodian for any claims withrespect to taxes based on any tax benefit obtained for you.Foreign Currency Conversion

The depositary will arrange for the conversion of all foreign currency received into U.S. dollars if such conversion is practical, andit will distribute the U.S. dollars in accordance with the terms of the deposit agreement. You may have to pay fees and expenses incurredin converting foreign currency, such as fees and expenses incurred in complying with currency exchange controls and othergovernmental requirements.

If the conversion of foreign currency is not practical or lawful, or if any required approvals are denied or not obtainable at areasonable cost or within a reasonable period, the depositary may take the following actions in its discretion:

�� Convert the foreign currency to the extent practical and lawful and distribute the U.S. dollars to the holders for whomthe conversion and distribution is lawful and practical.

�� Distribute the foreign currency to holders for whom the distribution is lawful and practical.

�� Hold the foreign currency (without liability for interest) for the applicable holders.

Governing Law/Waiver of Jury TrialThe deposit agreement, the ADRs and the ADSs will be interpreted in accordance with the laws of the State of New York. The

rights of holders of Class A ordinary shares (including Class A ordinary shares represented by ADSs) are governed by the laws of theCayman Islands.

As an owner of ADSs, you irrevocably agree that any legal action arising out of the Deposit Agreement, the ADSs or the ADRs,involving the Company or the Depositary, may only be instituted in a state or federal court in the city of New York.

AS A PARTY TO THE DEPOSIT AGREEMENT, YOU IRREVOCABLY WAIVE, TO THE FULLEST EXTENTPERMITTED BY APPLICABLE LAW, YOUR RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISINGOUT OF THE DEPOSIT AGREEMENT OR THE ADRs AGAINST US AND/OR THE DEPOSITARY.

The deposit agreement provides that, to the extent permitted by law, ADS holders waive the right to a jury trial of any claim theymay have against us or the depositary arising out of or relating to our Class A ordinary shares, the ADSs or the deposit agreement,including any claim under U.S. federal securities laws. If we or the depositary opposed a jury trial demand based on the waiver, thecourt would determine whether the waiver was enforceable in the facts and circumstances of that case in accordance with applicablecase law. However, you will not be deemed, by agreeing to the terms of the deposit agreement, to have waived our or the depositary'scompliance with U.S. federal securities laws and the rules and regulations promulgated thereunder.

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SHARES ELIGIBLE FOR FUTURE SALEUpon closing of this offering, we will have ADSs outstanding representing approximately % of our ordinary shares (or ADS

outstanding representing approximately % of our ordinary shares if the underwriters exercise in full the over-allotment option). Inaddition, options to purchase an aggregate of approximately Class A ordinary shares will be outstanding as of the closing ofthis offering. Of these options, will have vested at or prior to the closing of this offering and approximately will vest over thenext years.

All of the ADSs sold in this offering and the Class A ordinary shares they represent will be freely transferable by persons otherthan our "affiliates" without restriction or further registration under the Securities Act. Rule 144 of the Securities Act defines an"affiliate" of a company as a person that, directly or indirectly, through one or more intermediaries, controls or is controlled by, or isunder common control with, our company. All outstanding ordinary shares prior to this offering are "restricted securities" as that term isdefined in Rule 144 because they were issued in a transaction or series of transactions not involving a public offering. Restrictedsecurities, in the form of ADSs or otherwise, may be sold only if they are the subject of an effective registration statement under theSecurities Act or if they are sold pursuant to an exemption from the registration requirement of the Securities Act such as those providedfor in Rules 144 or 701 promulgated under the Securities Act, which rules are summarized below. Restricted ordinary shares may alsobe sold outside of the United States to non-U.S. persons in accordance with Rule 904 of Regulation S under the Act. This prospectusmay not be used in connection with any resale of our ADSs acquired in this offering by our affiliates.

Pursuant to Rule 144, ordinary shares will be eligible for sale at various times after the date of this prospectus, subject to the lock-up agreements.

Sales of substantial amounts of our ADSs in the public market could adversely affect prevailing market prices of our ADSs. Priorto this offering, there has been no public market for our Class A ordinary shares or ADSs, and while our application has been made tolist our ADSs on the NYSE, we cannot assure you that a regular trading market will develop in the ADSs. We do not expect that atrading market will develop for our ordinary shares not represented by ADSs.Lock-up Agreements

[We, our directors, executive officers and our existing shareholders] have agreed, subject to some exceptions, not to sell, transfer ordispose of, directly or indirectly, any of our ordinary shares, in the form of ADSs or otherwise, or any securities convertible into orexchangeable or exercisable for our ordinary shares, in the form of ADSs or otherwise, for a period of 180 days after the date thisprospectus becomes effective. After the expiration of the 180-day period, the ordinary shares or ADSs held by our directors, executiveofficers or existing shareholders may be sold subject to the restrictions under Rule 144 under the Securities Act or by means ofregistered public offerings.Rule 144

In general, under Rule 144 as currently in effect, a person who has beneficially owned our restricted securities for at least sixmonths is entitled to sell the restricted securities without registration under the Securities Act, subject to certain restrictions. Personswho are our affiliates (including persons beneficially owning 10% or more of our outstanding shares) may sell within any three-monthperiod a number of restricted securities that does not exceed the greater of the following:

�� 1% of the number of our ordinary shares then outstanding, in the form of ADSs or otherwise, which will equalapproximately ordinary shares immediately after this offering; and

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Table of Contents�� the average weekly trading volume of our ADSs on the NYSE during the four calendar weeks preceding the date on

which notice of the sale is filed with the SEC.

Such sales are also subject to manner-of-sale provisions, notice requirements and the availability of current public informationabout us. The manner-of-sale provisions require the securities to be sold either in "brokers' transactions" as such term is defined underthe Securities Act, through transactions directly with a market maker as such term is defined under the Exchange Act or through ariskless principal transaction as described in Rule 144. In addition, the manner-of-sale provisions require the person selling the securitiesnot to solicit or arrange for the solicitation of orders to buy the securities in anticipation of or in connection with such transaction ormake any payment in connection with the offer or sale of the securities to any person other than the broker or dealer who executes theorder to sell the securities. If the amount of securities to be sold in reliance upon Rule 144 during any period of three months exceeds5,000 shares or other units or has an aggregate sale price in excess of US$50,000, three copies of a notice on Form 144 should be filedwith the SEC. If such securities are admitted to trading on any national securities exchange, one copy of such notice also must betransmitted to the principal exchange on which such securities are admitted. The Form 144 should be signed by the person for whoseaccount the securities are to be sold and should be transmitted for filing concurrently with either the placing with a broker of an order toexecute a sale of securities or the execution directly with a market maker of such a sale.

Persons who are not our affiliates and have beneficially owned our restricted securities for more than six months but not more thanone year may sell the restricted securities without registration under the Securities Act subject to the availability of current publicinformation about us. Persons who are not our affiliates and have beneficially owned our restricted securities for more than one yearmay freely sell the restricted securities without registration under the Securities Act.Rule 701

Beginning 90 days after the date of this prospectus, persons other than affiliates who purchased ordinary shares under a writtencompensatory plan or contract may be entitled to sell such shares in the United States in reliance on Rule 701 under the Securities Act,or Rule 701. Rule 701 permits affiliates to sell their Rule 701 shares under Rule 144 without complying with the holding periodrequirements of Rule 144. Rule 701 further provides that non-affiliates may sell these shares in reliance on Rule 144 subject only to itsmanner-of-sale requirements. However, the Rule 701 shares would remain subject to lock-up arrangements and would only becomeeligible for sale when the lock-up period expires.Registration Rights

Upon completion of this offering, certain holders of our Class A ordinary shares or their transferees will be entitled to request thatwe register their shares under the Securities Act, following the expiration of the lock-up agreements described above. See "Descriptionof Share Capital�Registration Rights."

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TAXATIONThe following is a general summary of certain Cayman Islands, People's Republic of China and United States federal income tax

consequences relevant to an investment in our ADSs and Class A ordinary shares. To the extent that the discussion below relates tomatters of Cayman Islands tax law, it is the opinion of Maples and Calder (Hong Kong) LLP, our Cayman Islands counsel. To the extentthat the discussion below relates to matters of PRC tax law, it is the opinion of Haiwen & Partners, our PRC counsel. To the extent thatthe discussion below relates to matters of United States federal income tax law, it is the opinion of Simpson Thacher & Bartlett LLP, ourUnited States counsel. The discussion is not intended to be, nor should it be construed as, legal or tax advice to any particularprospective purchaser. The discussion is based on laws and relevant interpretations thereof in effect as of the date of this prospectus, allof which are subject to change or different interpretations, possibly with retroactive effect. The discussion does not address U.S. state orlocal tax laws, or tax laws of jurisdictions other than the Cayman Islands, the People's Republic of China and the United States. Youshould consult your tax advisors with respect to the consequences of acquisition, ownership and disposition of our ADSs and Class Aordinary shares.Cayman Islands Taxation

The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciations andthere is no taxation in the nature of inheritance tax or estate duty or withholding tax applicable to us or to any holder of our ADSs andClass A ordinary shares. Stamp duties may be applicable on instruments executed in, or after execution brought within the jurisdictionof, the Cayman Islands. No stamp duty is payable in the Cayman Islands on transfers of shares of Cayman Islands companies exceptthose which hold interests in land in the Cayman Islands. The Cayman Islands is a party to a double tax treaty entered with the UnitedKingdom in 2010 but is otherwise not party to any double tax treaties. There are no exchange control regulations or currency restrictionsin the Cayman Islands.

Pursuant to Section 6 of the Tax Concessions Law (2018 Revision) of the Cayman Islands, we have obtained an undertaking fromthe Financial Secretary of the Cayman Islands:

(1) that no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains orappreciation shall apply to us or our operations; and

(2) that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritancetax shall be payable:

(a) on or in respect of the shares, debentures or other obligations of the Company; or

(b) by way of withholding in whole or in part of any relevant payment as defined in section 6(3) of the TaxConcessions Law (2018 Revision).

The undertaking for us is for a period of twenty years from September 23, 2019.People's Republic of China Taxation

In March 2007, the National People's Congress of China enacted the Enterprise Income Tax Law, which became effective onJanuary 1, 2008 and amended on February 24, 2017 and December 29, 2018, respectively. The modified Enterprise Income Tax Lawprovides that enterprises organized under the laws of jurisdictions outside China with their "de facto management bodies" located withinChina may be considered PRC resident enterprises and therefore subject to PRC enterprise income tax at the rate of 25% on theirworldwide income. The implementing rules of the Enterprise Income Tax Law further define the term "de facto management body" asthe management body that exercises substantial and overall management and control over the business, personnel, accounts andproperties of an enterprise.

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Table of ContentsIn addition, SAT Circular 82 issued by the SAT in April 2009 specifies that certain offshore incorporated enterprises controlled by

PRC enterprises or PRC enterprise groups will be classified as PRC resident enterprises if the following are located or resident in thePRC: (a) senior management personnel and departments that are responsible for daily production, operation and management;(b) financial and personnel decision-making bodies; (c) key properties, accounting books, company seal, minutes of board meetings andshareholders' meetings; and (d) half or more of the senior management or directors having voting rights. While we do not currentlyconsider our company or any of our overseas subsidiaries to be a PRC resident enterprise, there is a risk that the PRC tax authoritiesmay deem our company or any of our overseas subsidiaries as a PRC resident enterprise since a substantial majority of the members ofour management team as well as the management team of some of our overseas subsidiaries are located in China, in which case we orthe overseas subsidiaries, as the case may be, would be subject to the PRC enterprise income tax at the rate of 25% on worldwideincome. If the PRC tax authorities determine that our Cayman Islands holding company is a "resident enterprise" for PRC enterpriseincome tax purposes, a number of unfavorable PRC tax consequences could follow. One example is a 10% withholding tax would beimposed on dividends we pay to our non-PRC enterprise shareholders and with respect to gains derived by our non-PRC enterpriseshareholders from transferring our ADSs or Class A ordinary shares. Furthermore, dividends payable to individual investors who arenon-PRC residents and any gain realized on the transfer of ADSs or Class A ordinary shares by such investors may be subject to PRCtax at a current rate of 20%, subject to any reduction or exemption set forth in applicable tax treaties or under applicable taxarrangements between jurisdictions. It is unclear whether, if we are considered a PRC resident enterprise, holders of our ADSs orClass A ordinary shares would be able to claim the benefit of income tax treaties or agreements entered into between China and othercountries or areas.

Provided that our Cayman Islands holding company is not deemed to be a PRC resident enterprise, holders of the ADSs andClass A ordinary shares who are not PRC residents will not be subject to PRC income tax on dividends distributed by us or gainsrealized from the sale or other disposition of our Class A ordinary shares or the ADSs. However, under Bulletin 7 and SAT Circular 37,where a non-resident enterprise conducts an "indirect transfer" by transferring taxable assets, including, in particular, equity interests ina PRC resident enterprise, indirectly by disposing of the equity interests of an overseas holding company, the non-resident enterprise,being the transferor, or the transferee or the PRC entity which directly owned such taxable assets may report to the relevant tax authoritysuch indirect transfer. Using a "substance over form" principle, the PRC tax authority may disregard the existence of the overseasholding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferringPRC tax. As a result, gains derived from such indirect transfer may be subject to PRC enterprise income tax, and the transferee or otherperson who is obligated to pay for the transfer is obligated to withhold the applicable taxes, currently at a rate of 10% for the transfer ofequity interests in a PRC resident enterprise. We and our non-PRC resident investors may be at risk of being required to file a return andbeing taxed under Bulletin 7 and SAT Circular 37, and we may be required to expend valuable resources to comply with Bulletin 7 andSAT Circular 37 or to request the relevant transferors from whom we purchase taxable assets to comply with these circulars, or toestablish that we should not be taxed under these circulars. See "Risk Factors�Risks Relating to Doing Business in China�We and ourshareholders face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises or other assets attributedto a Chinese establishment of a non-Chinese company, or immovable properties located in China owned by non-Chinese companies."Certain United States Federal Income Tax Considerations

The following discussion describes certain United States federal income tax consequences of the purchase, ownership anddisposition of our ADSs and Class A ordinary shares as of the date hereof.

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Table of ContentsThis discussion deals only with ADSs and Class A ordinary shares that are held as capital assets by a United States Holder (as definedbelow).

As used herein, the term "United States Holder" means a beneficial owner of our ADSs or Class A ordinary shares that is, forUnited States federal income tax purposes, any of the following:

�� an individual citizen or resident of the United States;

�� a corporation (or other entity treated as a corporation for United States federal income tax purposes) created or organizedin or under the laws of the United States, any state thereof or the District of Columbia;

�� an estate the income of which is subject to United States federal income taxation regardless of its source; or

�� a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United Statespersons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect underapplicable United States Treasury regulations to be treated as a United States person.

This discussion is based upon provisions of the Internal Revenue Code of 1986, as amended, or the "Code", and regulations,rulings and judicial decisions thereunder as of the date hereof. Those authorities may be changed, perhaps retroactively, so as to result inUnited States federal income tax consequences different from those summarized below. In addition, this discussion is based, in part,upon representations made by the depositary to us and assumes that the deposit agreement, and all other related agreements, will beperformed in accordance with their terms.

This discussion does not represent a detailed description of the United States federal income tax consequences applicable to you ifyou are subject to special treatment under the United States federal income tax laws, including if you are:

�� a dealer in securities or currencies;

�� a financial institution;

�� a regulated investment company;

�� a real estate investment trust;

�� an insurance company;

�� a tax-exempt organization;

�� a person holding our ADSs or Class A ordinary shares as part of a hedging, integrated or conversion transaction, aconstructive sale or a straddle;



�� a trader in securities that has elected the mark-to-market method of accounting for your securities;

�� a person liable for alternative minimum tax;

�� a person who owns or is deemed to own 10% or more of our stock by vote or value;

�� a partnership or other pass-through entity for United States federal income tax purposes;

�� a person required to accelerate the recognition of any item of gross income with respect to our ADSs or Class A ordinaryshares as a result of such income being recognized on an applicable financial statement; or

�� a person whose "functional currency" is not the United States dollar.

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Table of ContentsIf an entity or other arrangement treated as a partnership for United States federal income tax purposes holds our ADSs or Class A

ordinary shares, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. Ifyou are a partner of a partnership holding our ADSs or Class A ordinary shares, you should consult your tax advisors.

This discussion does not contain a detailed description of all the United States federal income tax consequences to you inlight of your particular circumstances and does not address the Medicare tax on net investment income or the effects of anystate, local or non-United States tax laws. If you are considering the purchase of our ADSs or Class A ordinary shares, youshould consult your tax advisors concerning the particular United States federal income tax consequences to you of thepurchase, ownership and disposition of our ADSs or Class A ordinary shares, as well as the consequences to you arising underother United States federal tax laws and the laws of any other taxing jurisdiction.ADSs

If you hold ADSs, for United States federal income tax purposes, you generally will be treated as the owner of the underlyingClass A ordinary shares that are represented by such ADSs. Accordingly, deposits or withdrawals of Class A ordinary shares for ADSswill not be subject to United States federal income tax.Taxation of Dividends

Subject to the discussion under "�Passive Foreign Investment Company" below, the gross amount of distributions on the ADSs orClass A ordinary shares (including any amounts withheld to reflect PRC withholding taxes, as discussed above under "�People'sRepublic of China Taxation") will be taxable as dividends to the extent paid out of our current or accumulated earnings and profits, asdetermined under United States federal income tax principles. To the extent that the amount of any distribution exceeds our current andaccumulated earnings and profits for a taxable year, the distribution will first be treated as a tax-free return of capital, causing areduction in the tax basis of the ADSs or Class A ordinary shares, and to the extent the amount of the distribution exceeds your taxbasis, the excess will be taxed as capital gain recognized on a sale or exchange. We do not, however, expect to determine earnings andprofits in accordance with United States federal income tax principles. Therefore, you should expect that a distribution will generally betreated as a dividend.

Any dividends that you receive (including any withheld taxes) will be includable in your gross income as ordinary income on theday actually or constructively received by you, in the case of Class A ordinary shares, or by the depositary, in the case of ADSs. Suchdividends will not be eligible for the dividends received deduction allowed to corporations under the Code.

With respect to non-corporate United States investors, certain dividends received from a qualified foreign corporation may besubject to reduced rates of taxation. A foreign corporation is treated as a qualified foreign corporation with respect to dividends receivedfrom that corporation on shares (or ADSs backed by such shares) that are readily tradable on an established securities market in theUnited States. United States Treasury Department guidance indicates that our ADSs (which we will apply to list on the NYSE) will bereadily tradable on an established securities market in the United States once they are so listed. Thus, we believe that dividends we payon our ADSs will meet the conditions required for these reduced tax rates. Since we do not expect that our Class A ordinary shares willbe listed on an established securities market in the United States, we do not believe that dividends that we pay on our Class A ordinaryshares that are not represented by ADSs currently meet the conditions required for these reduced tax rates. There also can be noassurance that our ADSs will continue to be readily tradable on an established securities market in later years. A qualified foreigncorporation also includes a foreign corporation that is eligible for the benefits of certain income tax

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Table of Contentstreaties with the United States. In the event that we are deemed to be a PRC resident enterprise under the Enterprise Income Tax Law,we may be eligible for the benefits of the income tax treaty between the United States and PRC, or the Treaty, and if we are eligible forsuch benefits, dividends we pay on our Class A ordinary shares, regardless of whether such shares are represented by ADSs, would beeligible for reduced rates of taxation. See "Taxation�People's Republic of China Taxation." Non-corporate holders that do not meet aminimum holding period requirement during which they are not protected from the risk of loss or that elect to treat the dividend incomeas "investment income" pursuant to Section 163(d)(4) of the Code will not be eligible for the reduced rates of taxation regardless of ourstatus as a qualified foreign corporation. In addition, the rate reduction will not apply to dividends if the recipient of a dividend isobligated to make related payments with respect to positions in substantially similar or related property. This disallowance applies evenif the minimum holding period has been met. You should consult your tax advisors regarding the application of these rules given yourparticular circumstances.

Non-corporate United States Holders will not be eligible for reduced rates of taxation on any dividends received from us if we are apassive foreign investment company in the taxable year in which such dividends are paid or in the preceding taxable year (see "�PassiveForeign Investment Company" below).

Subject to certain conditions and limitations (including a minimum holding period requirement), any PRC withholding taxes ondividends may be treated as foreign taxes eligible for credit against your United States federal income tax liability. For purposes ofcalculating the foreign tax credit, dividends paid on the ADSs or Class A ordinary shares will be treated as income from sources outsidethe United States and will generally constitute passive category income. The rules governing the foreign tax credit are complex. You areurged to consult your tax advisors regarding the availability of the foreign tax credit under your particular circumstances.

Distributions of ADSs, Class A ordinary shares or rights to subscribe for ADSs or Class A ordinary shares that are received as partof a pro rata distribution to all of our shareholders generally will not be subject to United States federal income tax.Passive Foreign Investment Company

Based on the past and projected composition of our income and assets, and the valuation of our assets, including goodwill (whichwe have determined based on the expected price of our ADSs in this offering), we do not believe we were a passive foreign investmentcompany, or a PFIC, for our most recent taxable year, and we do not expect to become a PFIC in the current taxable year or in theforeseeable future, although there can be no assurance in this regard.

In general, we will be a PFIC for any taxable year in which:�� at least 75% of our gross income is passive income, or

�� at least 50% of the value (determined based on a quarterly average) of our assets is attributable to assets that produce orare held for the production of passive income.

For this purpose, passive income generally includes dividends, interest, royalties and rents (other than royalties and rents derived inthe active conduct of a trade or business and not derived from a related person). We believe that the rents we derive from our leasingoperations should qualify as derived in the active conduct of a trade or business, and thus, should not constitute passive income. Therecan be no assurance, however, that the Internal Revenue Service will not successfully assert a contrary position. Cash is treated as anasset that produces or is held for the production of passive income. If we own at least 25% (by value) of the stock of anothercorporation, for purposes of determining whether we are a PFIC, we will be treated as owning our proportionate share of the othercorporation's assets and receiving our proportionate share of the other corporation's income. However,

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Table of Contentsthere is uncertainty as to the treatment of our corporate structure and ownership of our consolidated VIEs for United States federalincome tax purposes. For United States federal income tax purposes, we consider ourselves to own the equity of our consolidated VIEs.If it is determined, contrary to our view, that we do not own the equity of our consolidated VIEs for United States federal income taxpurposes (for instance, because the relevant PRC authorities do not respect these arrangements), we may be treated as a PFIC.

The determination of whether we are a PFIC is made annually. Accordingly, we may become a PFIC in the current or any futuretaxable year due to changes in our asset or income composition. The composition of our assets and income may be affected by how, andhow quickly, we use our liquid assets and the cash raised in this offering. Because we have valued our goodwill based on the expectedmarket value of our ADSs, a decrease in the price of our ADSs may also result in our becoming a PFIC. If we are a PFIC for anytaxable year during which you hold our ADSs or Class A ordinary shares, you will be subject to special tax rules discussed below.

If we are a PFIC for any taxable year during which you hold our ADSs or Class A ordinary shares and you do not make a timelymark-to-market election, as described below, you will be subject to special tax rules with respect to any "excess distribution" receivedand any gain realized from a sale or other disposition, including a pledge and a deemed sale discussed in the following paragraph, ofADSs or Class A ordinary shares. Distributions received in a taxable year will be treated as excess distributions to the extent that theyare greater than 125% of the average annual distributions received during the shorter of the three preceding taxable years or yourholding period for the ADSs or Class A ordinary shares. Under these special tax rules:

�� the excess distribution or gain will be allocated ratably over your holding period for the ADSs or Class A ordinaryshares,

�� the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we were aPFIC, will be treated as ordinary income, and

�� the amount allocated to each other year will be subject to tax at the highest tax rate in effect for individuals orcorporations, as applicable, for that year and the interest charge generally applicable to underpayments of tax will beimposed on the resulting tax attributable to each such year.

Although the determination of whether we are a PFIC is made annually, if we are a PFIC for any taxable year in which you holdour ADSs or Class A ordinary shares, you will generally be subject to the special tax rules described above for that year and for eachsubsequent year in which you hold the ADSs or Class A ordinary shares (even if we do not qualify as a PFIC in such subsequent years).However, if we cease to be a PFIC, you can avoid the continuing impact of the PFIC rules by making a special election to recognizegain as if your ADSs or Class A ordinary shares had been sold on the last day of the last taxable year during which we were a PFIC. Youare urged to consult your tax advisor about this election.

In lieu of being subject to the special tax rules discussed above, you may make a mark-to-market election with respect to yourADSs or Class A ordinary shares provided such ADSs or Class A ordinary shares are treated as "marketable stock." The ADSs orClass A ordinary shares generally will be treated as marketable stock if the ADSs or Class A ordinary shares are regularly traded on a"qualified exchange or other market"(within the meaning of the applicable Treasury regulations). Under current law, the mark-to-marketelection may be available to holders of ADSs once the ADSs are listed on the NYSE which constitutes a qualified exchange, althoughthere can be no assurance that the ADSs will be "regularly traded" for purposes of the mark-to-market election. It is intended that onlythe ADSs and not the Class A ordinary shares will be listed on the NYSE. Consequently, if you are a holder of

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Table of ContentsClass A ordinary shares that are not represented by ADSs, you generally will not be eligible to make a mark-to-market election.

If you make an effective mark-to-market election, for each taxable year that we are a PFIC you will include as ordinary income theexcess of the fair market value of your ADSs at the end of the year over your adjusted tax basis in the ADSs. You will be entitled todeduct as an ordinary loss in each such year the excess of your adjusted tax basis in the ADSs over their fair market value at the end ofthe year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. Your adjustedtax basis in the ADSs will be increased by the amount of any income inclusion and decreased by the amount of any deductions underthe mark-to-market rules. In addition, upon the sale or other disposition of your ADSs in a year that we are a PFIC, any loss will betreated as ordinary loss, but only to the extent of the net amount of previously included income as a result of the mark-to-marketelection, and any gain will be treated as ordinary income. If you make a mark-to-market election, any distributions that we make wouldgenerally be subject to the tax rules discussed above under "�Taxation of Dividends," except that the lower rate applicable to dividendsreceived from a qualified foreign corporation (discussed above) would not apply if we are a PFIC in the taxable year in which thedividend is paid or in the preceding taxable year.

If you make a mark-to-market election, it will be effective for the taxable year for which the election is made and all subsequenttaxable years unless the ADSs are no longer regularly traded on a qualified exchange or other market, or the Internal Revenue Serviceconsents to the revocation of the election. You are urged to consult your tax advisor about the availability of the mark-to-marketelection, and whether making the election would be advisable in your particular circumstances.

Alternatively, U.S. taxpayers can sometimes avoid the special tax rules described above by electing to treat a PFIC as a "qualifiedelecting fund" under Section 1295 of the Code. However, this option is not available to you because we do not intend to prepare orprovide you with the tax information necessary to permit you to make this election.

If we are a PFIC for any taxable year during which you hold our ADSs or Class A ordinary shares and any of our non-UnitedStates subsidiaries is also a PFIC, you will be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFICfor purposes of the application of the PFIC rules. You will not be able to make the mark-to-market election described above in respect ofany lower-tier PFIC. You are urged to consult your tax advisors about the application of the PFIC rules to any of our subsidiaries.

You will generally be required to file Internal Revenue Service Form 8621 if you hold our ADSs or Class A ordinary shares in anyyear in which we are a PFIC. You are urged to consult your tax advisors concerning the United States federal income tax consequencesof holding ADSs or Class A ordinary shares if we are a PFIC in any taxable year.Taxation of Capital Gains

For United States federal income tax purposes, you will recognize taxable gain or loss on any sale or exchange of the ADSs orClass A ordinary shares in an amount equal to the difference between the amount realized for the ADSs or Class A ordinary shares andyour tax basis in the ADSs or Class A ordinary shares. Subject to the discussion under "�Passive Foreign Investment Company" above,such gain or loss will generally be capital gain or loss and will generally be long-term capital gain or loss if you have held the ADSs orClass A ordinary shares for more than one year. Long-term capital gains of non-corporate United States Holders (including individuals)are eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations. Any gain or loss recognized by youwill generally be treated as United States source gain or loss. However, if PRC tax is imposed on any gain (for instance, because we aretreated as a PRC resident enterprise for PRC tax purposes or the PRC treats the sale or exchange as an indirect transfer of PRC taxableassets), and if you are eligible for the

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Table of Contentsbenefits of the Treaty, you may elect to treat such gain as PRC source gain under the Treaty. If you are not eligible for the benefits of theTreaty or if you fail to make the election to treat any gain as PRC source, then you generally would not be able to use the foreign taxcredit arising from any PRC tax imposed on the disposition of ADSs or Class A ordinary shares unless such credit can be applied(subject to applicable limitations) against tax due on other income derived from foreign sources.Information Reporting and Backup Withholding

In general, information reporting will apply to dividends in respect of our ADSs or Class A ordinary shares and the proceeds fromthe sale, exchange or other disposition of our ADSs or Class A ordinary shares that are paid to you within the United States (and incertain cases, outside the United States), unless you are an exempt recipient. A backup withholding tax may apply to such payments ifyou fail to provide a taxpayer identification number or certification of exempt status or fail to report in full dividend and interestincome.

Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules will be allowed as arefund or a credit against your United States federal income tax liability provided the required information is timely furnished to theInternal Revenue Service.

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Table of Contents

UNDERWRITINGUnder the terms and subject to the conditions in an underwriting agreement dated the date of this prospectus, the underwriters

named below, for which Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC are actingas representatives, have severally agreed to purchase, and we have agreed to sell to them, severally, the number of ADSs indicatedbelow:

The underwriters and the representatives are collectively referred to as the "underwriters" and the "representatives", respectively.The underwriters are offering the ADSs subject to their acceptance of the ADSs from us and subject to prior sale. The underwritingagreement provides that the obligations of the several underwriters to pay for and accept delivery of the ADSs offered by this prospectusare subject to the approval of certain legal matters by their counsel and to certain other conditions. The underwriters are obligated totake and pay for all of the ADSs offered by this prospectus if any such ADSs are taken. However, the underwriters are not required totake or pay for the ADSs covered by the underwriters' over-allotment option described below. The underwriting agreement also providesthat if an underwriter defaults, the purchase commitments of non-defaulting underwriters may be increased or the offering may beterminated.

The underwriters initially propose to offer part of the ADSs directly to the public at the offering price listed on the cover page ofthis prospectus and part to certain dealers at a price that represents a concession not in excess of $ per ADS under the initialpublic offering price. After the initial offering of the ADSs, the offering price and other selling terms may from time to time be variedby the representatives.

We have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase on a pro ratabasis up to additional ADSs at the initial public offering price listed on the cover page of this prospectus, less underwritingdiscounts and commissions. The underwriters may exercise this option solely for the purpose of covering over-allotments, if any, madein connection with the offering of the ADSs offered by this prospectus. To the extent the option is exercised, each underwriter willbecome obligated, subject to certain conditions, to purchase about the same percentage of the additional ADSs as the number listed nextto the underwriter's name in the preceding table bears to the total number of ADSs listed in the preceding table.

The following table shows the per ADS and total public offering price, underwriting discounts and commissions, and proceedsbefore expenses to us. These amounts are shown assuming both no exercise and full exercise of the underwriters' over-allotment option.

The estimated offering expenses payable by us, exclusive of the underwriting discounts and commissions, are approximately$ .

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NameNumber of

ADSs

Citigroup Global Markets Inc.Credit Suisse Securities (USA) LLCJ.P. Morgan Securities LLCTotal:

Total

Per ADS No Exercise Full Exercise

Public offering price $ $ $Underwriting discounts and commissions to be paid by us: $ $ $Proceeds, before expenses, to us $ $ $



Table of ContentsThe underwriters have informed us that they do not intend sales to discretionary accounts to exceed 5% of the total number of

ADSs offered by them.Some of the underwriters are expected to make offers and sales both inside and outside the United States through their respective

selling agents. Any offers or sales in the United States will be conducted by broker-dealers registered with the SEC.We intend to apply for the listing of our ADSs on the NYSE under the trading symbol "DNK".[We, our directors, executive officers, all of our existing shareholders] have agreed that, without the prior written consent of the

representatives on behalf of the underwriters, we and they will not, during the period ending 180 days after the date of this prospectus(the "restricted period"):

�� offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grantany option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any ordinaryshares, ADSs or any securities convertible into or exercisable or exchangeable for ordinary shares or ADSs, or enter intoa transaction that would have the same effect;

�� file any registration statement with the Securities and Exchange Commission relating to the offering of any ordinaryshares, ADSs or any securities convertible into or exercisable or exchangeable for ordinary shares or ADSs;

�� enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequencesof ownership of ordinary shares or ADSs; or

�� publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction,swap, hedge or other arrangement,

whether any such transaction described above is to be settled by delivery of ordinary shares, ADSs or such other securities, in cash orotherwise. In addition, we and each such person agrees that, without the prior written consent of the representatives on behalf of theunderwriters, we or such other person will not, during the restricted period, make any demand for, or exercise any right with respect to,the registration of any ordinary shares, ADSs or any security convertible into or exercisable or exchangeable for ordinary shares orADSs.

The restrictions described in the preceding paragraph are subject to certain exceptions.The representatives, in their sole discretion, may release the ordinary shares, ADSs and other securities subject to the lock-up

agreements described above in whole or in part at any time.In order to facilitate the offering of the ADSs, the underwriters may engage in stabilizing transactions, over-allotment transactions,

syndicate covering transactions and penalty bids in accordance with Regulation M under the Exchange Act.�� Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a

specified maximum.

�� Specifically, the underwriters may sell more ADSs than they are obligated to purchase under the underwritingagreement, creating a syndicate short position. The short position may be either a covered short position or a naked shortposition. In a covered short position, the number of ADSs over-allotted by the underwriters is not greater than thenumber of ADSs available for purchase by the underwriters under the over-allotment option. In a naked short position,the number of ADSs involved is greater than the number of ADSs in the over-allotment option. The underwriters canclose out a covered short position by exercising the over-allotment option and/or purchasing ADSs in the open market.

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Table of Contents�� Syndicate covering transactions involve purchases of the ADSs in the open market after the distribution has been

completed in order to cover syndicate short positions. In determining the source of ADSs to close out a covered shortposition, the underwriters will consider, among other things, the open market price of ADSs as compared to the priceavailable under the over-allotment option. The underwriters may also sell ADSs in excess of the over-allotment option,creating a naked short position. The underwriters must close out any naked short position by purchasing ADSs in theopen market. A naked short position is more likely to be created if the underwriters are concerned that there may bedownward pressure on the price of the ADSs in the open market after pricing that could adversely affect investors whopurchase in this offering.

�� As an additional means of facilitating this offering, the underwriters may bid for, and purchase, ADSs in the open marketto stabilize the price of the ADSs. Finally, the underwriters may reclaim selling concessions allowed to an underwriter ora dealer for distributing the ADSs in this offering, if the syndicate repurchases previously distributed ADSs to coversyndicate short positions or to stabilize the price of the ADSs.

These activities may raise or maintain the market price of the ADSs above independent market levels or prevent or retard a declinein the market price of the ADSs. The underwriters are not required to engage in these activities and may end any of these activities atany time.

We and the underwriters have agreed to indemnify each other against certain liabilities, including liabilities under the SecuritiesAct.

A prospectus in electronic format may be made available on websites maintained by one or more underwriters, or selling groupmembers, if any, participating in this offering and one or more of the underwriters participating in this offering may distributeprospectuses electronically. The representatives may agree to allocate a number of ADSs to underwriters for sale to their onlinebrokerage account holders. Internet distributions will be allocated by the representatives to underwriters that may make internetdistributions on the same basis as other allocations.

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which mayinclude securities trading, commercial and investment banking, financial advisory, investment management, investment research,principal investment, hedging, financing and brokerage activities. Certain of the underwriters and their respective affiliates have, fromtime to time, performed, and may in the future perform, various financial advisory and investment banking services for us, for whichthey received or will receive customary fees and expenses.

In addition, in the ordinary course of their various business activities, the underwriters and their respective affiliates may make orhold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments(including bank loans) for their own account and for the accounts of their customers and may at any time hold long and short positionsin such securities and instruments. Such investment and securities activities may involve securities and/or instruments of ours or ouraffiliates. The underwriters and their respective affiliates may also make investment recommendations and/or publish or expressindependent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that theyacquire, long and/or short positions in such securities and instruments.Pricing of the Offering

Prior to this offering, there has been no public market for our ordinary shares or ADSs. The initial public offering price wasdetermined by negotiations between us and the representatives. Among the factors considered in determining the initial public offeringprice were our future prospects and those of our industry in general, our sales, earnings and certain other financial and operatinginformation in

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Table of Contentsrecent periods, and the price-earnings ratios, price-sales ratios, market prices of securities, and certain financial and operatinginformation of companies engaged in activities similar to ours.

We cannot assure you that the initial public offering price will correspond to the price at which our ordinary shares or ADSs willtrade in the public market subsequent to this offering or that an active trading market for our ordinary shares or ADSs will develop andcontinue after this offering.Selling Restrictions

No action may be taken in any jurisdiction other than the United States that would permit a public offering of the ADSs or thepossession, circulation or distribution of this prospectus in any jurisdiction where action for that purpose is required. Accordingly, theADSs may not be offered or sold, directly or indirectly, and neither the prospectus nor any other offering material or advertisements inconnection with the ADSs may be distributed or published in or from any country or jurisdiction except under circumstances that willresult in compliance with any applicable laws, rules and regulations of any such country or jurisdiction.Australia

No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with theAustralian Securities and Investments Commission ("ASIC"), in relation to the offering.

This document:(a) does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act

2001 (Cth) (the "Corporations Act");

(b) has not been, and will not be, lodged with the Australian Securities & Investments Commission, as a disclosuredocument for the purposes of Corporations Act and does not purport to include the information required of a prospectus,product disclosure document or other disclosure document for the purposes of the Corporations Act; and

(c) may only be provided in Australia to select investors, or the Exempt Investor, who are "sophisticated investors" (withinthe meaning of section 708(8) of the Corporations Act), "professional investors" (within the meaning of section 708(11)of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the CorporationsAct so that it is lawful to offer the ADSs without disclosure to investors under Chapter 6D of the Corporations Act.

The ADSs may not be directly or indirectly offered for subscription or purchased or sold, and no invitations to subscribe for or buythe ADSs may be issued, and no draft or definitive offering memorandum, advertisement or other offering material relating to any ADSsmay be distributed in Australia, except where disclosure to investors is not required under Chapter 6D of the Corporations Act or isotherwise in compliance with all applicable Australian laws and regulations. By submitting an application for the ADSs, you representand warrant to us that you are an Exempt Investor.

As any offer of ADSs under this document will be made without disclosure in Australia under Chapter 6D.2 of the CorporationsAct, the offer of those securities for resale in Australia within 12 months may, under section 707 of the Corporations Act, requiredisclosure to investors under Chapter 6D.2 if none of the exemptions in section 708 applies to that resale. By applying for the ADSs youundertake to us that you will not, for a period of 12 months from the date of issue of the ADSs, offer, transfer, assign or otherwisealienate those ADSs to investors in Australia except in circumstances where disclosure to investors is not required under Chapter 6D.2of the Corporations Act or where a compliant disclosure document is prepared and lodged with ASIC.

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Table of ContentsAny person acquiring securities must observe such Australian on-sale restrictions. This document contains general information

only and does not take into account the investment objectives, financial situation or particular needs of any particular person. It does notcontain any securities recommendations or financial product advice. Before making an investment decision, investors need to considerwhether the information in this document is appropriate to their needs, objectives and circumstances, and, if necessary, seek expertadvice on those matters.Canada

The ADSs may be sold in Canada only to purchasers in the provinces of Ontario, Quebec, Alberta and British Columbiapurchasing, or deemed to be purchasing on a private placement basis exempt from the requirement that we prepare and file a prospectuswith the securities regulatory authorities in each province where trades of these securities are made, as principal that are accreditedinvestors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and arepermitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing RegistrantObligations. Any resale of the ADSs must be made in accordance with an exemption from, or in a transaction not subject to, theprospectus requirements of applicable securities laws which may vary depending on the relevant jurisdiction, and which may requireresales to be made under available statutory exemptions or under a discretionary exemption granted by the applicable Canadiansecurities regulatory authority. Purchasers are advised to seek legal advice prior to any resale of the ADSs.

By purchasing the ADSs in Canada and accepting delivery of a purchase confirmation, a purchaser is representing to theunderwriters and the dealers from whom the purchase confirmation is received that:

(a) the purchaser is entitled under applicable provincial securities laws to purchase the ADSs without the benefit of aprospectus qualified under those securities laws as it is an "accredited investor" as defined under NationalInstrument 45-106�Prospectus Exemptions,

(b) the purchaser is a "permitted client" as defined in National Instrument 31-103�Registration Requirements, Exemptionsand Ongoing Registrant Obligations,

(c) where required by law, the purchaser is purchasing as principal and not as agent, and

(d) the purchaser has reviewed the resale restriction above.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damagesif this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damagesare exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. Thepurchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars ofthese rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts ("NI 33-105"), the Canadian purchasers are herebynotified that the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflictsof interest in connection with this offering.Cayman Islands

This prospectus does not constitute an invitation or offer to the public in the Cayman Islands of the ADSs, whether by way of saleor subscription. The underwriters have not offered or sold, and will not offer or sell, directly or indirectly, any ADSs in the CaymanIslands.

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Table of ContentsDubai International Finance Center ("DIFC")

This document relates to an Exempt Offer in accordance with the Markets Rules 2012 of the Dubai Financial Services Authority.This document is intended for distribution only to Persons, as defined in the Markets Rules 2012 of the Dubai Financial ServicesAuthority, of a type specified in those rules. It must not be delivered to, or relied on by, any other Person. The Dubai Financial ServicesAuthority has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The Dubai FinancialServices Authority has not approved this document nor taken steps to verify the information set forth herein and has no responsibilityfor this document. The ADSs to which this document relates may be illiquid and/or subject to restrictions on their resale. Prospectivepurchasers of the ADSs offered should conduct their own due diligence on the ADSs. If you do not understand the contents of thisdocument, you should consult an authorized financial adviser.

In relation to its use in the DIFC, this document is strictly private and confidential and is being distributed to a limited number ofinvestors and must not be provided to any person other than the original recipient, and may not be reproduced or used for any otherpurpose. The interests in the ADSs may not be offered or sold directly or indirectly to the public in the DIFC.European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a"Relevant Member State"), with effect from and including the date on which the Prospectus Directive is implemented in that RelevantMember State, no offer of ADSs may be made to the public in that Relevant Member State other than at any time:

(a) to any legal entity which is a qualified investor as defined in the Prospectus Directive;

(b) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subjectto obtaining the prior consent of the [underwriters/global co-ordinators]; or

(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of ADSs shall require the Company or any [underwriters/global co-ordinators] to publish a prospectuspursuant to Article 3 of the Prospectus Directive.

In the case of any ADSs being offered to a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive,each such financial intermediary will be deemed to have represented, acknowledged and agreed that the ADSs acquired by it in the offerhave not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to,persons in circumstances which may give rise to an offer of any ADSs to the public other than their offer or resale in a RelevantMember State to qualified investors as so defined or in circumstances in which the prior consent of the representatives has beenobtained to each such proposed offer or resale.

For the purposes of this provision, the expression an "offer of ADSs to the public" in relation to any ADSs in any RelevantMember State means the communication in any form and by means of sufficient information on the terms of the offer and the ADSs tobe offered so as to enable an investor to decide to purchase ADSs, as the same may be varied in that Member State by any measureimplementing the Prospectus Directive in that Member State, the expression "Prospectus Directive" means Directive 2003/71/EC (asamended, including by Directive 2010/73/EU), and includes any relevant implementing measure in the Relevant Member State.

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Table of ContentsHong Kong

The ADSs have not been offered or sold and will not be offered or sold in Hong Kong by means of any document other than (i) incircumstances which do not constitute an offer to the public within the meaning of the Companies (Winding Up and MiscellaneousProvisions) Ordinance (Cap.32, Laws of Hong Kong), or (ii) to "professional investors" within the meaning of the Securities andFutures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result inthe document being a "prospectus" within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance(Cap.32, Laws of Hong Kong). No advertisement, invitation or document relating to the ADSs has been or may be issued or has been ormay be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at,or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws ofHong Kong) other than with respect to ADSs which are or are intended to be disposed of only to persons outside Hong Kong or only to"professional investors" within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules madethereunder.Israel

This document does not constitute a prospectus under the Israeli Securities Law, 5728-1968, and has not been filed with orapproved by the Israel Securities Authority. In Israel, this prospectus may be distributed only to, and is directed only at, investors listedin the first addendum, or the Addendum, to the Israeli Securities Law, consisting primarily of joint investment in trust funds; providentfunds; insurance companies; banks, portfolio managers, investment advisors, members of the Tel Aviv Stock Exchange Ltd.,underwriters, each purchasing for their own account; venture capital funds; entities with equity in excess of NIS 50 million and"qualified individuals," each as defined in the Addendum (as it may be amended from time to time), collectively referred to as qualifiedinvestors. Qualified investors shall be required to submit written confirmation that they fall within the scope of the Addendum.Japan

The ADSs have not been and will not be registered pursuant to Article 4, Paragraph 1 of the Financial Instruments and ExchangeLaw of Japan. Accordingly, none of the ADSs nor any interests therein may be offered or sold, directly or indirectly, in Japan or to, orfor the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation orother entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to or for thebenefit of a resident of Japan, except pursuant to any exemption from the registration requirements of, and otherwise in compliancewith, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan ineffect at the relevant time.Kingdom of Saudi Arabia

This document may not be distributed in the Kingdom of Saudi Arabia except to such persons as are permitted under the Offers ofSecurities Regulations issued by the board of the Capital Market Authority ("CMA") pursuant to resolution number 2-11-2004 dated4 October 2004 as amended by resolution number 1-28-2008, as amended (the "CMA Regulations"). The CMA does not make anyrepresentation as to the accuracy or completeness of this document and expressly disclaims any liability whatsoever for any loss arisingfrom, or incurred in reliance upon, any part of this prospectus. Prospective purchasers of the securities offered hereby should conducttheir own due diligence on the accuracy of the information relating to the securities. If you do not understand the contents of thisprospectus, you should consult an authorized financial adviser. By accepting this prospectus and other

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Table of Contentsinformation relating to the offering of the securities in the Kingdom of Saudi Arabia, each recipient represents that he is a "sophisticatedinvestor", as set out in the prospectus.Korea

The ADSs may not be offered, sold and delivered directly or indirectly, or offered or sold to any person for reoffering or resale,directly or indirectly, in Korea or to any resident of Korea except pursuant to the applicable laws and regulations of Korea, including theKorea Securities and Exchange Act and the Foreign Exchange Transaction Law and the decrees and regulations thereunder. The ADSshave not been and will not be registered under the Financial Investment Services and Capital Markets Act of Korea and the decrees andregulations thereunder, and the ADSs have been and will be offered in Korea as a private placement under the FSCMA. Furthermore,the purchaser of the ADSs shall comply with all applicable regulatory requirements (including but not limited to government approvalrequirements under the Foreign Exchange Transaction Law and its subordinate decrees and regulations) in connection with the purchaseof the ADSs. By the purchase of the ADSs, the relevant holder thereof will be deemed to represent and warrant that if it is in Korea or isa resident of Korea, it purchased the ADSs pursuant to the applicable laws and regulations of Korea.Kuwait

Unless all necessary approvals from the Kuwait Ministry of Commerce and Industry required by Law No. 31/1990 "Regulating theNegotiation of Securities and Establishment of Investment Funds," its Executive Regulations and the various Ministerial Orders issuedpursuant thereto or in connection therewith, have been given in relation to the marketing and sale of the ADSs, these may not bemarketed, offered for sale, nor sold in the State of Kuwait. Neither this prospectus (including any related document), nor any of theinformation contained therein is intended to lead to the conclusion of any contract of whatsoever nature within Kuwait.Malaysia

No prospectus or other offering material or document in connection with the offer and sale of the securities has been or will beregistered with the Securities Commission of Malaysia, or Commission, for the Commission's approval pursuant to the Capital Marketsand Services Act 2007. Accordingly, this prospectus and any other document or material in connection with the offer or sale, orinvitation for subscription or purchase, of the securities may not be circulated or distributed, nor may the ADSs be offered or sold, or bemade the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Malaysia other than topersons falling within the categories specified under Schedule 6 or Section 229(l)(b), Schedule 7 or Section 230(l)(b) and Schedule 8 orSection 257(3) of the Capital Market and Services Act, 2007 of Malaysia: (i) a closed end fund approved by the Commission; (ii) aholder of a Capital Markets Services License; (iii) a person who acquires the ADSs as principal, if the offer is on terms that the ADSsmay only be acquired at a consideration of not less than RM250,000 (or its equivalent in foreign currencies) for each transaction; (iv) anindividual whose total net personal assets or total net joint assets with his or her spouse exceeds RM3 million (or its equivalent inforeign currencies), excluding the value of the primary residence of the individual; (v) an individual who has a gross annual incomeexceeding RM300,000 (or its equivalent in foreign currencies) per annum in the preceding twelve months; (vi) an individual who,jointly with his or her spouse, has a gross annual income of RM400,000 (or its equivalent in foreign currencies), per annum in thepreceding twelve months; (vii) a corporation with total net assets exceeding RM10 million (or its equivalent in a foreign currencies)based on the last audited accounts; (viii) a partnership with total net assets exceeding RM10 million (or its equivalent in foreigncurrencies); (ix) a bank licensee or insurance licensee as defined in the Labuan Financial Services and Securities Act 2010; (x) anIslamic bank licensee or takaful licensee as defined in the Labuan Financial Services and Securities Act 2010;

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Table of Contentsand (xi) any other person as may be specified by the Commission; provided that, in the each of the preceding categories (i) to (xi), thedistribution of the ADSs is made by a holder of a Capital Markets Services License who carries on the business of dealing in securities.The distribution in Malaysia of this prospectus is subject to Malaysian laws. This prospectus does not constitute and may not be used forthe purpose of public offering or an issue, offer for subscription or purchase, invitation to subscribe for or purchase any securitiesrequiring the registration of a prospectus with the Commission under the Capital Markets and Services Act 2007. The SecuritiesCommission of Malaysia shall not be liable for any non-disclosure on the part of the Company and assumes no responsibility for thecorrectness of any statements made or opinions or reports expressed in this prospectus.Mexico

None of the ADSs or the ordinary shares have been or will be registered with the National Securities Registry (Registro Nacionalde Valores) maintained by the Mexican National Banking and Securities Commission (Comision Nacional Bancaria y de Valores)("CNBV") of Mexico and, as a result, may not be offered or sold publicly in Mexico. The ADSs and the ordinary shares may only besold to Mexican institutional and qualified investors, pursuant to the private placement exemption set forth in the Mexican SecuritiesMarket Law (Ley del Mercado de Valores). As required under the Mexican Securities Market Law, the company will give notice to theCNBV of the offering of the securities under the terms set forth herein. Such notice will be submitted to the CNBV to comply with theMexican Securities Market Law, and for informational purposes only. The delivery to, and receipt by, the CNBV of such notice does notcertify the solvency of the company, the investment quality of the securities, or that the information contained in this prospectus or inany prospectus supplement. The company has prepared this prospectus and is solely responsible for its content, and the CNBV has notreviewed or authorized such content.People's Republic of China

This prospectus has not been and will not be circulated or distributed in the PRC, and the ADSs may not be offered or sold, andwill not be offered or sold to any person for re-offering or resale, directly or indirectly, to any resident of the PRC or for the benefit of,legal or natural persons of the PRC except pursuant to any applicable laws and regulations of the PRC. Neither this prospectus nor anyadvertisement or other offering material may be distributed or published in the PRC, except under circumstances that will result incompliance with applicable laws and regulations. Further, no legal or natural persons of the PRC may directly or indirectly purchase anyof the ADSs or any beneficial interest therein without obtaining all prior PRC's governmental approvals that are required, whetherstatutorily or otherwise. Persons who come into possession of this prospectus are required by the issuer and its representatives toobserve these restrictions. For the purpose of this paragraph, PRC does not include Taiwan and the special administrative regions ofHong Kong and Macau.Singapore

This prospectus or any other offering material relating to our ADSs has not been registered as a prospectus with the MonetaryAuthority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, orinvitation for subscription or purchase, of our ADSs may not be circulated or distributed, nor may our ADSs be offered or sold, or bemade the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to aninstitutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore, as modified or amended from timeto time including by any subsidiary legislation as may be applicable at the relevant time (together, the "SFA"), (ii) to a relevant personor any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275 of the SFA, and inaccordance with the conditions specified in Section 275 of the SFA or (iii) otherwise

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Table of Contentspursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to compliancewith conditions set forth in the SFA.

Where our ADSs are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not anaccredited investor as defined in Section 4A of the SFA) the sole business of which is to hold investments and the entire share capital ofwhich is owned by one or more individuals , each of whom is an accredited investor; or (b) a trust (where the trustee is not an accreditedinvestor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor;securities or securities-based derivatives contracts (each term as defined in Section 2(1) of the SFA) of that corporation or thebeneficiaries' rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation orthat trust has acquired the ADSs pursuant to an offer made under Section 275 of the SFA, except: (1) to an institutional investor (forcorporations under Section 274 of the SFA) or to a relevant person defined in Section 275(2) of the SFA, or to any person arising froman offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA; (2) where no consideration is or will be given for thetransfer; (3) where the transfer is by operation of law; or (4) as specified in Section 276(7) of the SFA.

[Notification under Section 309B(1)(c) of the SFA: We have determined that the ADSs shall be (A) prescribed capital marketsproducts (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and (B) Excluded Investment Products(as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice onRecommendations on Investment Products).]State of Qatar

The ADSs described in this prospectus have not been, and will not be, offered, sold or delivered, at any time, directly or indirectlyin the State of Qatar in a manner that would constitute a public offering. This prospectus has not been, and will not be, registered with orapproved by the Qatar Financial Markets Authority or Qatar Central Bank and may not be publicly distributed. This prospectus isintended for the original recipient only and must not be provided to any other person. It is not for general circulation in the State ofQatar and may not be reproduced or used for any other purpose.Switzerland

This document is not intended to constitute an offer or solicitation to purchase or invest in the ADSs described herein. The ADSsmay not be publicly offered, sold or advertised, directly or indirectly, in, into or from Switzerland and will not be listed on the SIXSwiss Exchange, or SIX, or on any other stock exchange or regulated trading facility in Switzerland. This document, any other offeringor marketing material relating to the securities does not constitute a prospectus within the meaning of, and has been prepared withoutregard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or thedisclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange orregulated trading facility in Switzerland.

Neither this document nor any other offering or marketing material relating to the offering, nor the Company or the ADSs havebeen or will be filed with or approved by any Swiss regulatory authority or be publicly distributed or otherwise made publicly availablein Switzerland. In particular, this prospectus will not be filed with, and the offer of the ADSs will not be supervised by, the SwissFinancial Market Supervisory Authority, and the offer of the ADSs has not been and will not be authorized under the Swiss Federal Acton Collective Investment Schemes (the "CISA"). The investor

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Table of Contentsprotection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of the ADSs.Taiwan

The ADSs have not been and will not be registered or filed with, or approved by, the Financial Supervisory Commission of Taiwanpursuant to relevant securities laws and regulations and may not be offered or sold in Taiwan through a public offering or incircumstances which constitute an offer within the meaning of the Securities and Exchange Act of Taiwan or relevant laws andregulations that requires a registration, filing or approval of the Financial Supervisory Commission of Taiwan. No person or entity inTaiwan has been authorized to offer, sell, give advice regarding or otherwise intermediate the offering and sale of the ADSs in Taiwan.United Arab Emirates

The ADSs have not been, and are not being, publicly offered, sold, promoted or advertised in the United Arab Emirates other thanin compliance with the laws of the United Arab Emirates governing the issue, offering and sale of securities. Further, this prospectusdoes not constitute a public offer of securities in the United Arab Emirates and is not intended to be a public offer. This prospectus hasnot been approved by or filed with the Central Bank of the United Arab Emirates, the Securities and Commodities Authority or theDubai Financial Services Authority. Prospective investors in the Dubai International Financial Centre should have regard to the specificnotice to prospective investors in the Dubai International Financial Centre set out above.United Kingdom

In addition, in the United Kingdom, this document is being distributed only to, and is directed only at, and any offer subsequentlymade may only be directed at persons who are "qualified investors" (as defined in the Prospectus Directive) (i) who have professionalexperience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (FinancialPromotion) Order 2005, as amended (the "Order") and/or (ii) who are high net worth companies (or persons to whom it may otherwisebe lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevantpersons") or otherwise in circumstances which have not resulted and will not result in an offer to the public of the ADSs in the UnitedKingdom within the meaning of the Financial Services and Markets Act 2000.

Any person in the United Kingdom that is not a relevant person should not act or rely on the information included in this documentor use it as basis for taking any action. In the United Kingdom, any investment or investment activity that this document relates to maybe made or taken exclusively by relevant persons.

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EXPENSES RELATED TO THIS OFFERINGSet forth below is an itemization of the total expenses, excluding underwriting discounts and commissions, which are expected to

be incurred in connection with the offer and sale of the ADSs by us. With the exception of the SEC registration fee, NYSE listing feeand the Financial Industry Regulatory Authority filing fee, all amounts are estimates.

217

SEC registration fee US$NYSE listing feeFinancial Industry Regulatory Authority filing feePrinting and engraving expensesLegal fees and expensesAccounting fees and expensesMiscellaneous

Total US$



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LEGAL MATTERSWe are being represented by Simpson Thacher & Bartlett LLP with respect to certain legal matters of United States federal

securities and New York state law. The underwriters are being represented by Latham & Watkins LLP with respect to certain legalmatters as to United States federal securities and New York state law. The validity of the Class A ordinary shares represented by theADSs offered in this offering and legal matters as to Cayman Islands law will be passed upon for us by Maples and Calder (HongKong) LLP. Certain legal matters as to PRC law will be passed upon for us by Haiwen & Partners and for the underwriters by Tian YuanLaw Firm. Simpson Thacher & Bartlett LLP and Maples and Calder (Hong Kong) LLP may rely upon Haiwen & Partners with respectto matters governed by PRC law. Latham & Watkins LLP may rely upon Tian Yuan Law Firm with respect to matters governed by PRClaw.

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EXPERTSThe consolidated financial statements of Phoenix Tree Holdings Limited as of December 31, 2017 and 2018 and for the years then

ended, have been included herein and in the registration statement in reliance upon the report of KPMG Huazhen LLP, independentregistered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

The office of KPMG Huazhen LLP is located at 8th floor, KPMG Tower, Oriental Plaza, No. 1 East Chang An Avenue, DongchengDistrict, Beijing, the People's Republic of China.

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WHERE YOU CAN FIND MORE INFORMATIONWe have filed with the SEC a registration statement on Form F-1, including relevant exhibits and schedules under the Securities

Act with respect to underlying Class A ordinary shares represented by the ADSs, to be sold in this offering. A related registrationstatement on F-6 will be filed with the SEC to register the ADSs. This prospectus, which constitutes a part of the registration statement,does not contain all of the information contained in the registration statement. You should read the registration statement and its exhibitsand schedules for further information with respect to us and our ADSs.

Immediately upon closing of this offering, we will become subject to periodic reporting and other informational requirements ofthe Exchange Act as applicable to foreign private issuers. Accordingly, we will be required to file reports, including annual reports onForm 20-F, and other information with the SEC. All information filed with the SEC can be inspected and copied at the public referencefacilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents uponpayment of a duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation ofthe public reference rooms. Additional information may also be obtained over the internet at the SEC's web site at www.sec.gov.

As a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishingand content of proxy statements, and our executive officers, directors and principal shareholders are exempt from the reporting andshort-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under theExchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whosesecurities are registered under the Exchange Act. However, we intend to furnish the depositary with our annual reports, which willinclude a review of operations and annual audited consolidated combined financial statements prepared in conformity with U.S. GAAP,and all notices of shareholders' meeting and other reports and communications that are made generally available to our shareholders.The depositary will make such notices, reports and communications available to holders of ADSs and will mail to all record holders ofADSs the information contained in any notice of a shareholders' meeting received by the depositary from us.

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PHOENIX TREE HOLDINGS LIMITED

INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS

F-1

CONTENTS PAGE

Report of Independent Registered Public Accounting Firm F-2Consolidated Balance Sheets as of December 31, 2017 and 2018 F-3Consolidated Statements of Comprehensive Loss for the years ended December 31, 2017 and 2018 F-8Consolidated Statements of Changes in Shareholders' Deficit for the years ended December 31, 2017

and 2018F-10

Consolidated Statements of Cash Flows for the years ended December 31, 2017 and 2018 F-11Notes to Consolidated Financial Statements F-13Unaudited Condensed Consolidated Balance Sheets as of December 31, 2018 and September 30,

2019F-52

Unaudited Condensed Consolidated Statements of Comprehensive Loss for the nine month periodsended September 30, 2018 and 2019

F-57

Unaudited Condensed Consolidated Statements of Cash Flows for the nine month periods endedSeptember 30, 2018 and 2019

F-59

Notes to Unaudited Condensed Consolidated Financial Statements F-61



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Report of Independent Registered Public Accounting FirmTo the Shareholders and Board of DirectorsPhoenix Tree Holdings Limited:Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Phoenix Tree Holdings Limited and subsidiaries (the"Company") as of December 31, 2017 and 2018, the related consolidated statements of comprehensive loss, changes in shareholders'deficit, and cash flows for the years then ended, and the related notes (collectively, the "consolidated financial statements"). In ouropinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as ofDecember 31, 2017 and 2018, and the results of its operations and its cash flows for the years then ended, in conformity with U.S.generally accepted accounting principles.Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express anopinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PublicCompany Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company inaccordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commissionand the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform theaudit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether dueto error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financialstatements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining,on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also includedevaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentationof the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion./s/ KPMG Huazhen LLP

We have served as the Company's auditor since 2019.Beijing, ChinaAugust 28, 2019

F-2



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CONSOLIDATED BALANCE SHEETS

(All amounts in thousands, except for share and per share data)

The accompanying notes are an integral part of these consolidated financial statements.F-3

As of December 31,

2017 2018

RMB RMB US$

(Note 2(d))

ASSETSCurrent assets:Cash 214,002 1,087,258 152,113Term deposits � 137,264 19,204Restricted cash � 1,362,266 190,588Short-term investments 150,549 � �

Accounts receivable, net 3,728 1,456 204Advance to landlords 62,453 301,190 42,138Prepayments and other current assets 43,152 265,794 37,186

Total current assets 473,884 3,155,228 441,433

Non-current assets:Restricted cash � 16,010 2,240Property and equipment, net 507,057 1,989,630 278,359Intangible asset, net � 2,053 287Deposits to landlords 103,481 414,754 58,026Other non-current assets 50,324 251,936 35,247

Total non-current assets 660,862 2,674,383 374,159

Total assets 1,134,746 5,829,611 815,592



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PHOENIX TREE HOLDINGS LIMITEDCONSOLIDATED BALANCE SHEETS (Continued)



As of December 31,

2017 2018

RMB RMB US$

(Note (2d))

LIABILITIESCurrent liabilities:Short-term borrowings and current portion of long-term borrowings

(including short-term borrowings and current portion of long-termborrowings of the consolidated VIEs and their wholly-owned subsidiarieswithout recourse to the Company of RMB750,679 and RMB2,890,842 asof December 31, 2017 and 2018, respectively)

750,679 2,890,842 404,444

Accounts payable (including accounts payable of the consolidated VIEs andtheir wholly-owned subsidiaries without recourse to the Company ofRMB129,825 and RMB358,466 as of December 31, 2017 and 2018,respectively)

129,825 718,890 100,576

Rental payable (including rental payable of the consolidated VIEs and theirwholly-owned subsidiaries without recourse to the Company ofRMB31,678 and RMB180,994 as of December 31, 2017 and 2018,respectively)

31,678 180,994 25,322

Advance from residents (including advance from residents of theconsolidated VIEs and their wholly-owned subsidiaries without recourseto the Company of RMB105,656 and RMB279,534 as of December 31,2017 and 2018, respectively)

105,656 279,534 39,108

Amount due to a related party (including amount due to a related party ofthe consolidated VIEs and their wholly-owned subsidiaries withoutrecourse to the Company of nil and RMB10,343 as of December 31,2017 and 2018, respectively)

� 10,343 1,447

Deposits from residents (including deposits from residents of theconsolidated VIEs and their wholly-owned subsidiaries without recourseto the Company of RMB90,447 and RMB287,304 as of December 31,2017 and 2018, respectively)

90,447 287,304 40,195

Accrued expenses and other current liabilities (including accrued expensesand other current liabilities of the consolidated VIEs and their wholly-owned subsidiaries without recourse to the Company of RMB52,594 andRMB203,994 as of December 31, 2017 and 2018, respectively)

52,594 214,170 29,963

Total current liabilities 1,160,879 4,582,077 641,055



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As of December 31,

2017 2018

RMB RMB US$

(Note (2d))

Non-current liabilities:Long-term borrowings, excluding current portion (including long-term

borrowings, excluding current portion of the consolidated VIEs and theirwholly-owned subsidiaries without recourse to the Company ofRMB186,891 and RMB182,646 as of December 31, 2017 and 2018,respectively)

186,891 182,646 25,553

Deposits from residents (including deposits from residents of theconsolidated VIEs and their wholly-owned subsidiaries without recourseto the Company of RMB12,710 and RMB51,539 as of December 31,2017 and 2018, respectively)

12,710 51,539 7,211

Total non-current liabilities 199,601 234,185 32,764

Total liabilities 1,360,480 4,816,262 673,819

Commitments and contingencies (Note 17)



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As of December 31,

2017 2018

RMB RMB US$

(Note (2d))

MEZZANINE EQUITYSeries A-1 Convertible Preferred Shares (US$0.00002 par value, 118,750,000

shares authorized, issued and outstanding as of December 31, 2017 and2018; Liquidation value of RMB1,335 and RMB1,402 as of December 31,2017 and 2018)

1,335 1,402 196

Series A-2 Redeemable Convertible Preferred Shares (US$0.00002 par value,143,750,000 shares authorized, issued and outstanding as of December 31,2017 and 2018, Redemption value of RMB28,615 and RMB32,156 as ofDecember 31, 2017 and 2018; Liquidation value of RMB33,814 andRMB35,517 as of December 31, 2017 and 2018)

28,615 32,156 4,499

Series A-2-I Redeemable Convertible Preferred Shares (US$0.00002 parvalue, 16,967,466 shares authorized, issued and outstanding as ofDecember 31, 2017 and 2018, Redemption value of RMB6,256 andRMB6,826 as of December 31, 2017 and 2018; Liquidation value ofRMB7,046 and RMB7,401 as of December 31, 2017 and 2018)

6,256 6,826 955

Series A-3 Redeemable Convertible Preferred Shares (US$0.00002 par value,275,076,555 and 283,220,939 shares authorized, 275,076,555 shares issuedand outstanding as of December 31, 2017 and 2018, Redemption value ofRMB104,455 and RMB118,316 as of December 31, 2017 and 2018;Liquidation value of RMB142,792 and RMB149,981 as of December 31,2017 and 2018)

104,455 118,316 16,553

Series B-1 Redeemable Convertible Preferred Shares (US$0.00002 par value,nil and 183,823,115 shares authorized, issued and outstanding as ofDecember 31, 2017 and 2018, Redemption value of nil and RMB440,721as of December 31, 2017 and 2018; Liquidation value of nil andRMB617,688 as of December 31, 2017 and 2018)

� 440,721 61,659

Series B-2 Redeemable Convertible Preferred Shares (US$0.00002 par value,nil and 141,000,686 shares authorized, issued and outstanding as ofDecember 31, 2017 and 2018, Redemption value of nil and RMB510,802as of December 31, 2017 and 2018; Liquidation value of nil andRMB731,473 as of December 31, 2017 and 2018)

� 510,802 71,464

Series C Redeemable Convertible Preferred Shares (US$0.00002 par value,nil and 226,297,396 shares authorized, issued and outstanding as ofDecember 31, 2017 and 2018, Redemption value of nil and RMB1,749,409as of December 31, 2017 and 2018; Liquidation value of nil andRMB1,715,800 as of December 31, 2017 and 2018)

� 1,749,409 244,751

Total mezzanine equity 140,661 2,859,632 400,077



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As of December 31,

2017 2018

RMB RMB US$

(Note (2d))

SHAREHOLDERS' DEFICITOrdinary Shares (US$0.00002 par value, 1,945,455,979 shares and

1,386,190,398 shares authorized as of December 31, 2017 and 2018;287,500,000 shares issued and outstanding as of December 31, 2017and 2018)

35 35 5

Accumulated other comprehensive income/(loss) 1,754 (3,061) (428)Accumulated deficit (368,184) (1,839,123) (257,303)

Total shareholders' deficit attributable to ordinary shareholders (366,395) (1,842,149) (257,726)Non-controlling interest � (4,134) (578)

Total shareholders' deficit (366,395) (1,846,283) (258,304)

Total liabilities, mezzanine equity and shareholders' deficit 1,134,746 5,829,611 815,592



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CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS



For the Year Ended December 31,

2017 2018

RMB RMB US$

(Note (2d))

Revenues 656,782 2,675,031 374,251Operating expenses:Rental cost (511,697) (2,171,755) (303,840)Depreciation and amortization (98,984) (373,231) (52,217)Other operating expenses (46,456) (295,141) (41,292)Pre-opening expense (62,119) (270,399) (37,830)Sales and marketing expenses (80,991) (471,026) (65,899)General and administrative expenses (49,960) (203,847) (28,519)Technology and product development expenses (25,194) (110,954) (15,523)

Operating loss (218,619) (1,221,322) (170,869)

Change in fair value of convertible loan (441) (6,962) (974)Interest expenses (55,013) (163,357) (22,854)Interest income 831 20,226 2,830Investment income 1,606 1,778 249

Loss before income taxes (271,636) (1,369,637) (191,618)

Income tax benefit/(expense) 112 (112) (16)

Net loss (271,524) (1,369,749) (191,634)Loss attributable to non-controlling interest � (4,134) (578)

Net loss attributable to Phoenix Tree Holdings Limited (271,524) (1,365,615) (191,056)Accretion and modification of redeemable convertible preferred shares (14,123) (111,132) (15,548)

Net loss attributable to ordinary shareholders of Phoenix TreeHoldings Limited

(285,647) (1,476,747) (206,604)



Table of Contents

PHOENIX TREE HOLDINGS LIMITEDCONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Continued)




2017 2018

RMB RMB US$

(Note (2d))

Net loss (271,524) (1,369,749) (191,634)Other comprehensive income (loss):Foreign currency translation adjustment, net of nil income taxes 1,777 (4,478) (626)Unrealized gain on available-for-sale securities, net of income

taxes of RMB112337 � �

Less: reclassification adjustment for gain on available-for-salesecurities realized in net income, net of income taxes ofRMB112

� (337) (47)

Comprehensive loss (269,410) (1,374,564) (192,307)Comprehensive loss attributable to non-controlling interest � (4,134) (578)

Comprehensive loss attributable to ordinary shareholders ofPhoenix Tree Holdings Limited

(269,410) (1,370,430) (191,729)

Net loss per share�Basic and diluted (2.55) (7.95) (1.11)Weighted average number of shares outstanding used in

computing net loss per share�Basic and diluted 111,848,958 185,677,083 185,677,083



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CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT


Ordinary

Shares

Additional

paid in

capital

Accumulated

other

Comprehensive

Income/(loss)

Accumulated

Deficit

Shareholders'

deficit

attributable

to

Phoenix Tree

Holdings

Limited

Non-

Controlling

Interest

Total

Shareholders'

Deficit

Shares RMB RMB RMB RMB RMB RMB RMB

Balance as of January 1,

2017300,000,000 35 �� (360) (91,106) (91,431) �� (91,431)

Net loss � � � � (271,524) (271,524) � (271,524)

Cancellation of restricted

shares forfeited(75,000,000) � � � � � � �

Share-based compensation 62,500,000 � 8,569 � � 8,569 � 8,569

Foreign currency

translation adjustment,

net of nil income taxes

� � � 1,777 � 1,777 � 1,777

Unrealized holding gains on

available-for-sale

security, net of income

taxes of RMB112

� � � 337 � 337 � 337

Accretion and modification

of redeemable convertible

preferred shares

� � (8,569) � (5,554) (14,123) � (14,123)

Balance as of

December 31, 2017287,500,000 35 �� 1,754 (368,184) (366,395) �� (366,395)

Net loss � � � � (1,365,615) (1,365,615) (4,134) (1,369,749)

Share-based compensation � � 5,808 � � 5,808 � 5,808

Foreign currency

translation adjustment,

net of nil income taxes

� � � (4,478) � (4,478) � (4,478)

Reclassification adjustment

for gain on available for

sale securities, net of

income taxes of RMB112

� � � (337) � (337) � (337)

Accretion and modification

of redeemable convertible

preferred shares

� � (5,808) � (105,324) (111,132) � (111,132)

Balance as of

December 31, 2018287,500,000 35 �� (3,061) (1,839,123) (1,842,149) (4,134) (1,846,283)




Balance as of

December 31,

2018��US$(Note (2d))

5 �� (428) (257,303) (257,726) (578) (258,304)



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CONSOLIDATED STATEMENTS OF CASH FLOWS




2017 2018

RMB RMB US$

(Note (2d))

CASH FLOWS FROM OPERATING ACTIVITIESNet loss (271,524) (1,369,749) (191,634)Adjustments to reconcile net loss to net cash used in operating

activities:Depreciation and amortization 98,984 373,231 52,217Share-based compensation 8,569 5,808 813Loss on disposal of property and equipment 1,470 7,859 1,100Foreign currency exchange loss, net � 2,971 416Investment income (1,606) (1,778) (249)Change in fair value of convertible loan 441 6,962 974Changes in operating assets and liabilities:Accounts receivable 3,505 2,272 318Advance to landlords (44,817) (238,737) (33,401)Prepayments and other current assets (8,220) (222,642) (31,149)Deposits to landlords (78,769) (311,273) (43,549)Other non-current assets (35,302) (156,612) (21,911)Accounts payable (24,830) 16,984 2,376Rental payable 31,678 149,316 20,890Advance from residents 91,073 173,878 24,326Current and non-current deposits from residents 75,348 235,686 32,974Accrued expenses and other current liabilities 39,422 161,576 22,605

Net cash used in operating activities (114,578) (1,164,248) (162,884)

CASH FLOWS FROM INVESTING ACTIVITIESPurchase of property and equipment (340,788) (1,291,460) (180,682)Purchase of intangible assets � (2,175) (304)Investment in term deposits � (137,264) (19,204)Prepaid deposit for business acquisition � (45,000) (6,296)Purchase of short-term investments (490,100) (80,000) (11,192)Proceeds from sales of short-term investments 341,606 231,878 32,441

Net cash used in investing activities (489,282) (1,324,021) (185,237)



Table of Contents

PHOENIX TREE HOLDINGS LIMITEDCONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)




2017 2018

RMB RMB US$

(Note (2d))

CASH FLOWS FROM FINANCING ACTIVITIESProceeds from bank borrowings 1,725,476 5,637,551 788,722Repayment of bank borrowings (1,002,595) (3,501,633) (489,896)Proceeds from Series A-3 Redeemable Convertible Preferred Shares 100,559 � �

Payments of issuance cost of Series A-3 Redeemable ConvertiblePreferred Shares

(1,000) � �

Proceeds from Series B-1 Redeemable Convertible Preferred Shares � 379,542 53,100Payments of issuance cost of Series B-1 Redeemable Convertible

Preferred Shares� (8,091) (1,132)

Loan provided by a related party � 10,343 1,447Proceeds from Series B-2 Redeemable Convertible Preferred Shares � 321,040 44,915Payments of issuance cost of Series B-2 Redeemable Convertible

Preferred Shares� (3,249) (455)

Proceeds from Series C Redeemable Convertible Preferred Shares � 1,737,750 243,120Payments of issuance cost of Series C Redeemable Convertible Preferred

Shares� (6,800) (951)

Proceeds from issuance of convertible loan � 126,206 17,657

Net cash provided by financing activities 822,440 4,692,659 656,527

Effect of foreign currency exchange rate changes on cash and restrictedcash

(6,110) 47,142 6,595

Net increase in cash and restricted cash 212,470 2,251,532 315,001Cash and restricted cash at the beginning of the year 1,532 214,002 29,940

Cash and restricted cash at the end of the year 214,002 2,465,534 344,941

Supplemental disclosure of cash flow information:Interest paid 55,013 161,833 22,641Income tax paid � � �

Accrual of purchase of property and equipment 129,825 701,906 98,200Issuance of Series A-2-I Redeemable Convertible Preferred Shares upon

conversion of convertible loan6,250 � �

Issuance of Series B-2 Redeemable Convertible Preferred Shares uponconversion of convertible loan

� 133,168 18,631



Table of Contents


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except for share and per share data)1. Description of Business and Organization(a) Description of business

Phoenix Tree Holdings Limited ("Phoenix Tree" or "the Company"), through its wholly-owned subsidiaries, consolidated variableinterest entities ("VIEs") and VIEs' wholly-owned subsidiaries (collectively referred to as "the Group"), leases apartments from propertyowners, designs, renovates and furnishes such apartments and rents them out to residents and corporate clients. The Group provides,repair and maintenance for private rooms, common area maintenance and utilities to the residents. All of the Group's principaloperations and geographic markets are in the People's Republic of China ("PRC").(b) Organization

The Group operates its business in the PRC through Zi Wutong (Beijing) Asset Management Co., Ltd. ("Zi Wutong") and Yishui(Shanghai) Information Technology Co., Ltd. ("Shanghai Yishui"), limited liability companies established under the laws of the PRC inJanuary 2015 and November 2016, respectively. Shanghai Yishui holds the license of telecommunications and information services, orICP license, from the government in order to carry out online rental platform operations in China. The recognized and unrecognizedrevenue-producing assets that were held by VIEs primarily consisted of leasehold improvement, furniture and appliance, leaseholdimprovements under construction, operating leases for the apartments and ICP license. The equity interests of Zi Wutong and ShanghaiYishui (the "VIEs") are legally held by individuals who act as nominee equity holders of VIEs on behalf of Xiaofangjian (Shanghai)Internet Information Technology Co., Ltd. ("Xiaofangjian" or "WOFE"), the Company's wholly-owned subsidiary. A series ofcontractual agreements, including Exclusive Business Cooperation Agreement, Equity Pledge Agreement, Exclusive Call OptionAgreement, Spousal Consent Letters and Power of Attorney Agreements (collectively, the "VIE Agreements"), were entered amongZi Wutong, Xiaofangjian and nominee equity holders of Zi Wutong and among Shanghai Yishui, Xiaofangjian and nominee equityholders of Shanghai Yishui. Through the VIE Agreements, the nominee equity holders of the VIEs have granted all their legal rightsincluding voting rights and disposition rights of their equity interests in the VIEs to WOFE. The nominee equity holders of the VIEs donot participate significantly in income and loss and do not have the power to direct the activities of the VIEs that most significantlyimpact their economic performance. Accordingly, the VIEs are considered variable interest entities.

In accordance with Accounting Standards Codification ("ASC") 810-10-25-38A, the Company, through the WOFE, has acontrolling financial interest in the VIEs because the WOFE has (i) the power to direct activities of the VIEs that most significantlyimpact the economic performance of the VIEs; and (ii) the obligation to absorb the expected losses and the right to receive expectedresidual return of the VIEs that could potentially be significant to the VIEs. Thus, the Company, through the WOFE, is the primarybeneficiary of the VIEs.

Under the terms of the VIE Agreements, the WOFE has (i) the right to receive economic benefits that could potentially besignificant to the VIE in the form of service fees under the Exclusive Business Cooperation Agreement; (ii) the right to receive alldividends declared by the VIE and the right to all undistributed earnings of the VIE; (iii) the right to receive the residual benefits of theVIE through its exclusive option to acquire 100% of the equity interests in the VIE, to the extent permitted under PRC

F-13



Table of Contents

PHOENIX TREE HOLDINGS LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(All amounts in thousands, except for share and per share data)1. Description of Business and Organization (Continued)law. Accordingly, the financial statements of the VIEs are consolidated in the Company's consolidated financial statements.

Under the terms of the VIE Agreements, the VIEs' nominee equity holders have no rights to the net assets nor have the obligationsto fund the deficit, and such rights and obligations have been vested to the Company. All of the deficit (net liabilities) and net loss of theVIEs are attributed to the Company.

The principal terms of the VIE Agreements are further described below.1) Exclusive Business Cooperation Agreement

WOFE and the VIEs entered into an Exclusive Business Cooperation Agreement, whereby WOFE is appointed as the exclusiveservice provider for the provision of business support, technology and consulting services to the VIEs. Unless a written consent is givenby WOFE, the VIEs are not allowed to engage a third party to provide such services, while WOFE is able to designate another party torender such services to the VIEs. WOFE shall bill the VIEs on a quarterly basis for the service fee at an amount determined by theworkload and commercial value. WOFE have the rights to adjust the basis of calculation of the service fee amount according to serviceprovided to the VIEs. WOFE owns the exclusive intellectual property rights, whether created by WOFE or the VIEs, as a result of theperformance of the Exclusive Business Cooperation Agreement. The Exclusive Business Cooperation Agreement will be in effect untilterminated upon written consent by WOFE and VIEs.2) Equity Pledge Agreement

Pursuant to the equity pledge agreement, each nominee equity holder of the VIEs has pledged all of his equity interest in the VIEsto guarantee the nominee equity holders' and the VIEs' performance of their obligations under the contractual arrangements, whichinclude the Power of Attorney Agreements, Exclusive Business Cooperation Agreements and Exclusive Call Option Agreements. If theVIEs or the nominee equity holders breach their contractual obligations under these agreements, WOFE, as pledgee, will be entitled tocertain rights regarding the pledged interests, including receiving proceeds from the auction or sale of all or part of the pledged interestsof the VIEs in accordance with the law. Each nominee equity holder of the VIEs agrees that, during the term of the equity pledgeagreement, he will not dispose of the pledged equity interests or create or allow any encumbrance on the pledged equity interestswithout the prior written consent of WOFE. The equity pledge agreements remain effective until the VIEs and their nominee equityholders discharge all their obligations under the contractual arrangements or all secured indebtedness has been fully paid. The pledgewas registered with the relevant local administration for industry and commerce in January 2019 and will remain binding until the VIEsand their nominee equity holders discharge all their obligations under the contractual arrangements. The registration of the equity pledgeenables the WOFE to enforce the equity pledge against third parties who acquire the equity interests of the VIEs in good faith.3) Exclusive Call Option Agreement

Pursuant to the exclusive call option agreement, each shareholder of the VIEs has irrevocably granted WOFE an exclusive optionto purchase, or have its designated person or persons to purchase,

F-14



Table of Contents


(All amounts in thousands, except for share and per share data)1. Description of Business and Organization (Continued)at its discretion, to the extent permitted under PRC law, all or part of the equity interests in the VIEs. The purchase price shall be RMB1or the minimum price permitted under PRC law. The equity holders should remit to the Company any amount that is paid by theCompany or its designated person(s) in connection with the purchased equity interest. Without prior written consent of WOFE, the VIEsand the equity holders shall not amend its Memorandum and Articles of Association, increase or decrease the registered capital, sell,pledge or otherwise dispose of its assets, business or beneficial interest, create or allow any encumbrance on its assets, business or otherbeneficial interests, commit to any liabilities, provide any loans to any person, enter into any material contract with a value of more thanRMB500,000 (except those contracts entered into in the ordinary course of business), conduct mergers or acquisitions or make anyinvestments, liquidate the VIEs or distribute dividends to the equity holders. Each equity holder of the VIEs has agreed that, withoutprior written consent of WOFE, he will not sell, pledge or otherwise dispose his or her equity interests in the VIEs or create or allow anyencumbrance on their equity interests. The VIEs and the equity holders shall appoint those individuals recommended by WOFE asdirectors of the VIEs. The agreement will remain effective until all equity interests in the VIEs held by the equity holders are transferredor assigned to WOFE or its designee.4) Spousal Consent Letters

Pursuant to the Spousal Consent Letters executed by each spouse of each nominee equity holder of the VIEs, each signing spouseconfirmed that she does not enjoy any right or interest in connection with the equity interests of the VIEs. The spouse also irrevocablyagreed that she would not claim in the future any right or interest in connection with the equity interests in the VIEs held by her spouse.5) Power of Attorney Agreements

Pursuant to the power of attorney agreements, each nominee equity holder of VIEs has irrevocably authorized the WOFE, or anyindividuals designated by the WOFE to act as such nominee equity holder's exclusive attorney-in-fact to exercise all shareholder rights,including without limitation to: (1) the right to attend on shareholder's meetings of the VIEs, (2) the right to exercise all the nomineeequity holder's rights and shareholder's voting rights such shareholder is entitled to under the laws of China and the Articles ofAssociation of the VIEs, including but not limited to the sale or transfer or pledge or disposition of their shareholding in part or inwhole, and (3) designate and appoint on behalf of such nominee equity holder the legal representative, the directors, supervisors, thechief executive officer and other senior management members of the VIEs. Each power of attorney agreement is irrevocable andcontinuously effective from the execution date.

The Company relies on the VIE Agreements to operate and control VIEs. All of the VIE Agreements are governed by PRC lawsand provide for the resolution of disputes through arbitration in China. Accordingly, these contracts would be interpreted in accordancewith PRC laws and any disputes would be resolved in accordance with PRC legal procedures. The legal environment in the PRC is notas developed as in some other jurisdictions, such as the United States. As a result, uncertainties in the PRC legal system could limit theCompany's ability to enforce these contractual arrangements. In the event that the Company is unable to enforce these contractualarrangements, or if the Company suffers significant time delays or other obstacles in the process of enforcing these contractualarrangements, it

F-15



Table of Contents


(All amounts in thousands, except for share and per share data)1. Description of Business and Organization (Continued)would be difficult to exert effective control over VIEs, and the Company's ability to conduct its business and the results of operationsand financial condition may be materially and adversely affected.

In the opinion of management, based on the legal opinion obtained from the Company's PRC legal counsel, the above contractualarrangements are legally binding and enforceable and do not violate current PRC laws and regulations. However, there are uncertaintiesregarding the interpretation and application of existing and future PRC laws and regulations. Accordingly, the Company cannot beassured that PRC regulatory authorities will not ultimately take a contrary view to its opinion. If the Company's corporate structure andcontractual arrangements are found to be in violation of any existing or future PRC laws or regulations, the relevant regulatoryauthorities would have broad discretion in dealing with such violations, including:

�� revoking the business and operating licenses of the Company;

�� levying fines on the Company;

�� confiscating any of the income that they deem to be obtained through illegal operations;

�� shutting down the Company's services or imposing onerous conditions on the Company's operation through anytransactions between the Company's PRC subsidiaries and VIEs;

�� discontinuing or restricting the Company's operations in China;

�� imposing conditions or requirements with which the Company may not be able to comply;

�� requiring the Company to change its corporate structure and contractual arrangements;

�� restricting or prohibiting the use of the proceeds from overseas offering to finance the Company's VIEs' business andoperations; and

�� taking other regulatory or enforcement actions that could be harmful to the Company's business.

If the imposition of any of these penalties or requirement to restructure the Company's corporate structure causes it to lose the rights todirect the activities of the VIEs or the Company's right to receive its economic benefits, the Company would no longer be able toconsolidate the financial results of the VIEs in its consolidated financial statements. In the opinion of management, the likelihood ofdeconsolidation of the VIEs is remote based on current facts and circumstances.

The equity interests of VIEs are legally held by Gao Jing and Cui Yan as nominee equity holders on behalf of the Company. GaoJing and Cui Yan each holds 18% and 3% of the total ordinary shares and preferred shares issued and outstanding of the Company as of



December 31, 2018, respectively, assuming the conversion of the Series A, Series B and Series C convertible redeemable preferredshares to ordinary shares and the vesting of all outstanding restricted shares held by Gao Jing and Cui Yan as of such date. TheCompany cannot assure that when conflicts of interest arise, either of the nominee equity holders will act in the best interests of theCompany or such conflicts will be resolved in the Company's favor. Currently, the Company does not have any arrangements to addresspotential conflicts of interest between the nominee equity holders and the Company, except that the Company could exercise thepurchase option under the Exclusive Call Option agreement with the nominee equity holders to request them to transfer all of theirequity ownership in VIEs to a PRC entity or individual designated by the Company. The Company relies on the nominee equity holders,who are both the

F-16



Table of Contents


(All amounts in thousands, except for share and per share data)1. Description of Business and Organization (Continued)Company's directors and owe a fiduciary duty to the Company, to comply with the terms and conditions of the contractualarrangements. Such fiduciary duty requires directors to act in good faith and in the best interests of the Company and not to use theirpositions for personal gains. If the Company cannot resolve any conflict of interest or dispute between the Company and the nomineeequity holders of VIEs, the Company would have to rely on legal proceedings, which could result in disruption of the Company'sbusiness and subject the Company to substantial uncertainty as to the outcome of any such legal proceedings.

The Company's involvement with the VIEs under the VIE Agreements affected the Company's consolidated financial position,results of operations and cash flows as indicated below.

The following consolidated assets and liabilities of the Group's VIEs as of December 31, 2017 and 2018, and consolidatedrevenues, net loss and cash flows for the years ended December 31, 2017 and 2018, have been included in the accompanyingconsolidated financial statements:

As of December 31,

2017 2018

RMB RMB

Cash 124,264 25,287Restricted cash � 139,581Short-term investments 150,549 �

Accounts receivable, net 3,728 1,456Amounts due from related parties* 1,000 473,641Advance to landlords 62,453 301,190Prepayments and other current assets 43,152 258,269Total current assets 385,146 1,199,424Restricted cash � 16,010Property and equipment, net 507,057 1,989,630Intangible asset, net � 2,053Deposits to landlords 103,481 414,754Other non-current assets 50,324 251,936Total non-current assets 660,862 2,674,383Total assets 1,046,008 3,873,807Short-term borrowings and current portion of long-term borrowings 750,679 2,890,842Accounts payable 129,825 358,466Rental payable 31,678 180,994Advance from residents 105,656 279,534Amount due to related parties* 31,482 1,127,431Deposits from residents 90,447 287,304Accrued expenses and other current liabilities 52,594 203,994Total current liabilities 1,192,361 5,328,565Long-term borrowings, excluding current portion 186,891 182,646Deposits from residents 12,710 51,539Total non-current liabilities 199,601 234,185Total liabilities 1,391,962 5,562,750



F-17

*Amounts due from related parties include amounts due from the Company and its wholly-owned subsidiaries, which are eliminated upon

consolidation. Amounts due to related parties include amounts due to the Company and its wholly-owned subsidiaries in the amount of

RMB31,482 and RMB1,117,088 as of December 31, 2017 and 2018, respectively, which are eliminated upon consolidation.



Table of Contents


(All amounts in thousands, except for share and per share data)1. Description of Business and Organization (Continued)

In accordance with VIE Agreements, WOFE has the power to direct the activities of the VIEs. Therefore, the Company considersthat there are no assets in the VIEs that can be used only to settle obligations of the VIEs, except for the restricted cash of RMB155,591pledged to secure bank borrowings (Note 8) and registered capital of RMB30 as of December 31, 2018, The creditors of VIEs do nothave recourse to the general credit of WOFE.

During the periods presented, the Company and its wholly-owned subsidiaries provided financial support to VIEs that they werenot previously contractually required to provide in the form of advances. To the extent VIEs require financial support, the WOFE may,at its option and to the extent permitted under the PRC law, provide such support to VIEs through advances or loans to VIEs' nomineeequity holders or entrustment loans to VIEs.2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(a) Basis of presentation

The accompanying consolidated financial statements of the Group have been prepared in accordance with accounting principlesgenerally accepted in the United States of America ("U.S. GAAP").

The accompanying consolidated financial statements were prepared on a going concern basis, which contemplates the realizationof assets and the satisfaction of liabilities in the normal course of business. The Group has incurred losses since its inception. As ofDecember 31, 2018, the Group had an accumulated deficit of RMB1,839,123 and its consolidated current liabilities exceeded currentassets in the amount of RMB1,426,849. In addition, for the year ended December 31, 2018, the Group recorded a significant amount ofnet cash used in operating activities of RMB1,164,248. Historically, the Group had relied principally on proceeds from the issuance ofpreferred shares and borrowings from banks and financial institutions. These include rent financing arrangements where the Groupreceived cash at the beginning of the lease term from financial institutions the majority of rental fee of the underlying lease agreementsthe Group entered into with individual residents, to fund the Group's working capital requirements and investing activities.

Management believes that the amount of available cash balance as of December 31, 2018 and forecasted net cash flows for aperiod of one year after the issuance of the consolidated financial

F-18

For the Year Ended

December 31,

2017 2018

RMB RMB

Revenues 656,782 2,675,031Net loss (263,474) (1,342,652)Net cash used in operating activities (110,867) (906,269)Net cash used in investing activities (489,282) (1,183,378)Net cash provided by financing activities 722,881 2,146,261Net increase in cash and restricted cash 122,732 56,614Cash and restricted cash at the beginning of the year 1,532 124,264Cash and restricted cash at the end of the year 124,264 180,878



Table of Contents


(All amounts in thousands, except for share and per share data)2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)statements will be sufficient for the Group to satisfy its obligations and commitments when they become due for a reasonable period oftime. The forecasted cash flow has taken into account the expected available rent financing arrangements in the normal course of theGroup's business. In addition, the Group raised funds in the amount of US$218,985 (equivalent to RMB1,500,416) through issuance ofSeries C-2 redeemable convertible preferred shares (See note 19(a)) in January 2019. Management also believes that the Group canadjust the pace of its business expansion and control operating expenses when necessary. The accompanying consolidated financialstatements have been prepared on the basis the Group will be able to continue as a going concern for a period extending at least one yearbeyond the date that the consolidated financial statements are issued.(b) Principles of Consolidation

The consolidated financial statements of the Group have been prepared in accordance with U.S. GAAP. The consolidated financialstatements include the financial statements of the Company, its wholly-owned subsidiaries, VIEs in which the Company, through itsWOFE, has a controlling financial interest, and VIEs' wholly-owned subsidiaries.

All intercompany transactions and balances among the Company, its wholly-owned subsidiaries, VIEs, and VIEs' wholly-ownedsubsidiaries have been eliminated upon consolidation.(c) Use of Estimates

The preparation of the consolidated financial statements in accordance with U.S. GAAP requires management to make estimatesand assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent assets and liabilities at thebalance sheet date, and the reported revenues and expenses during the reported periods in the consolidated financial statements andaccompanying notes. Significant accounting estimates include, but not limited to, useful lives and recoverability of property andequipment, the realization of deferred income tax assets, the fair value of share-based compensation awards, convertible loan, ordinaryshares and convertible redeemable preferred shares. Changes in facts and circumstances may result in revised estimates. Actual resultscould differ from those estimates, and as such, differences may be material to the consolidated financial statements.(d) Convenience Translation

Translations of the consolidated financial statements from RMB into US$ as of and for the year ended December 31, 2018 aresolely for the convenience of the readers and were calculated at the rate of US$1.00=RMB7.1477, representing the noon buying rate inThe City of New York for cable transfers of RMB as certified for customs purposes by the Federal Reserve Bank of New York onSeptember 30, 2019. No representation is made that the RMB amounts could have been, or could be, converted, realized or settled intoUS$ at that rate on September 30, 2019, or at any other rate.

The US$ convenience translation is not required under U.S. GAAP and all US$ convenience translation amounts in theaccompanying consolidated financial statements are unaudited.

F-19



Table of Contents


(All amounts in thousands, except for share and per share data)2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)(e) Commitments and Contingencies

In the normal course of business, the Group is subject to loss contingencies, such as legal proceedings and claims arising out of itsbusiness, that cover a wide range of matters, including, among others, government investigations, shareholder lawsuits, and non-incometax matters. An accrual for a loss contingency is recognized when it is probable that a liability has been incurred and the amount of losscan be reasonably estimated. If a potential material loss contingency is not probable but is reasonably possible, or is probable but cannotbe estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable andmaterial, is disclosed.(f) Cash

Cash consist of cash on hand and cash at bank. Cash at bank are deposited in financial institutions at below locations:

(g) Term depositsTerm deposits represent deposit placed with bank with original maturities of more than three months but less than one year. The

Group's term deposits are denominated in USD and deposited at a financial institution in the mainland of the PRC.(h) Restricted Cash

Restricted cash is cash deposited with banks or financial institutions in conjunction with borrowings from the banks or financialinstitutions. Restriction on the use of such cash and the interest earned thereon is imposed by the banks or financial institutions andremains effective throughout the terms of the borrowings. Restricted cash that will be released to cash within the next 12 months isclassified as current asset, while the remaining balance is classified as non-current asset on the Company's consolidated balance sheets.The Group's restricted cash is denominated in USD and RMB and is deposited at banks and financial institutions in the mainland of thePRC.

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As of December 31,

2017 2018

RMB RMB

Financial institutions in the mainland of the PRC�Denominated in RMB 124,259 148,222�Denominated in USD � 69,410

Total cash balances held at mainland PRC financial institutions 124,259 217,632

Financial institutions in the United States�Denominated in USD 89,738 869,575

Total cash balances held at the United States financial institutions 89,738 869,575

Total cash balances held at financial institutions 213,997 1,087,207



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(All amounts in thousands, except for share and per share data)2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)(i) Short-term investments

The Group's short-term investments represent the Group's investments in financial products managed by financial institutions in thePRC which are redeemable at the option of the Group on any working day. Short-term investments are reported at fair value, withunrealized holding gains or losses, net of the related income tax effect, excluded from earnings and recorded as a separate component ofaccumulated other comprehensive income/(loss) until realized. Realized gains or losses from the sale of short-term investments aredetermined on a specific identification basis and are recorded as investment income when earned.(j) Property and Equipment, net

Property and equipment are stated at cost less depreciation and any impairment. Property and equipment are depreciated using thestraight-line method over the estimated useful lives of the assets, as follows:

Costs incurred in the construction of property and equipment are capitalized and transferred into their respective asset categorywhen the assets are ready for their intended use, at which time depreciation commences. Ordinary maintenance and repairs are chargedto expenses as incurred, while replacements and betterments are capitalized. When items are retired or otherwise disposed of, income ischarged or credited for the difference between net book value of the item disposed and proceeds realized thereon.(k) Impairment of Long-lived Assets

Property and equipment and intangible asset with finite lives are reviewed for impairment when events or changes in circumstancesindicate that the carrying value of such assets may not be recoverable. Recoverability of a long-lived asset or asset group to be held andused is measured by a comparison of the carrying amount of an asset or asset group to the estimated undiscounted future cash flowsexpected to be generated by the asset or asset group. If the carrying value of an asset or asset group exceeds its estimated undiscountedfuture cash flows, an impairment loss is recognized by the amount that the carrying value exceeds the estimated fair value of the asset orasset group. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market valuesand third party independent appraisals, as considered necessary. Assets to be disposed are reported at the lower of carrying amount orfair value less costs to sell, and are no longer depreciated. No impairment of long-lived assets was recognized for any of the yearspresented.

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Apartment leasehold improvement Shorter of 5 years or lease termApartment furniture and appliances Shorter of useful life (3 - 5 years) or lease termOffice leasehold improvement, furniture, electronic

equipment, and software3 - 5 years



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(All amounts in thousands, except for share and per share data)2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)(l) Value added taxes

The Company's PRC subsidiaries are subject to value added tax ("VAT") at the rate of 6%. The deductible input VAT balance isreflected in the prepayments and other current assets, and VAT payable balance is recorded in the accrued expenses and other currentliabilities.(m) Fair Value Measurements

Fair value represents the price that would be received from selling an asset or paid to transfer a liability in an orderly transactionbetween market participants at the measurement date. As such, fair value is a market-based measurement that should be determinedbased on assumptions that market participants would use in pricing an asset or a liability.

Accounting guidance defines fair value, establishes a framework for measuring fair value and expands disclosures about fair valuemeasurements. Accounting guidance establishes a three-level fair value hierarchy and requires an entity to maximize the use ofobservable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument's categorizationwithin the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levelsof inputs are:

Level 1�Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.Level 2�Include other inputs that are directly or indirectly observable in the marketplace.Level 3�Unobservable inputs which are supported by little or no market activity.

Accounting guidance also describes three main approaches to measuring the fair value of assets and liabilities: (1) marketapproach; (2) income approach and (3) cost approach. The market approach uses prices and other relevant information generated frommarket transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convertfuture amounts to a single present value amount. The measurement is based on the value indicated by current market expectations aboutthose future amounts. The cost approach is based on the amount that would currently be required to replace an asset.

Financial assets and liabilities of the Group primarily consist of cash, term deposits, restricted cash, short-term investments,accounts receivable, short-term and long-term borrowings, accounts payable rental payable, advance from residents, amount due to arelated party and deposits from residents. The Group measures short-term investments at fair value on a recurring basis. Short-terminvestments include financial products issued by financial institutions, which are valued based on price per unit quoted by financialinstitutions. They are categorized in Level 2 of the fair value hierarchy. The fair value of long-term borrowings is based on the amountof future cash flows associated with each debt instrument discounted at the Company's current borrowing rate for similar debtinstruments of comparable terms. As of December 31, 2017 and 2018, the carrying values of the long-term borrowings approximatetheir fair values as the long-term borrowings' interest rates approximate the rates currently offered by the Company's bankers for similardebt instruments of comparable maturities. As of December 31, 2017 and 2018, the carrying values of other financial instrumentsapproximated to their fair values due to the short maturity.

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(All amounts in thousands, except for share and per share data)2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)(n) Revenue recognition

The Group enters into apartment rental agreements with residents. The terms of the agreements are generally one year, renewableupon consent of both parties on an annual basis. The agreements specify monthly billing, including rent, service charge based on a fixedpercentage of rent and utilities charges at a fixed amount. The monthly service charge covers common area maintenance (e.g. cleaning),repair and maintenance for private room, internet access in the apartments and resident supports for twenty-four hours seven days aweek.

The Group accounts for total billing under the rental agreements with residents as leases in accordance with ASC 840. Revenuesfrom the lease is recorded on a straight-line basis. If the resident terminates the lease prior to the end of the lease term, the Group isentitled to the rental deposits and part of the rental fee received in advance as penalties based on the rental agreements. The Grouprecognizes such amount as revenues when the resident terminates the lease.

The Group offers incentives to attract residents, including rental discount and cash rebate, which are accounted for as a reduction ofthe lease revenue and amortized over the lease term on a straight-line basis. For the years ended December 31, 2017 and 2018, theCompany recorded such incentives of RMB7,295 and RMB67,111 as a reduction of revenue, respectively.(o) Leases

The Group sources the apartments from property owners and lease to residents. The Group also leases offices for its own use.Rental cost, collectively with pre-opening expense, represents the cost of the Group to lease the apartments. Rental expenses recorded insales and marketing expenses, and general and administrative expenses, represent the cost of leasing offices for own use.

A lease is classified at the inception date as either a capital lease or an operating lease. A lease is a capital lease if any of thefollowing conditions exist: a) ownership is transferred to the lessee by the end of the lease term, b) there is a bargain purchase option,c) the lease term is at least 75% of the property's estimated remaining economic life or d) the present value of the minimum leasepayments at the beginning of the lease term is 90% or more of the fair value of the leased property at the inception date. A capital leaseis accounted for as if there was an acquisition of an asset and an incurrence of an obligation at the inception of the lease. The Group'sleases for apartments and offices are all accounted for as operating leases.

Free lease periods and rental cost escalation are recognized on a straight-line basis commencing with the beginning of the leaseterm. The terms of leases with property owners are generally between four and six years with market based renewal options.

There are no capital improvement funding, other lease concessions or contingent rent in the lease agreements. The Company has nolegal or contractual asset retirement obligations at the end of the lease term.(p) Depreciation and amortization

The depreciation and amortization mainly consist of depreciation and amortization of leasehold improvement, furniture andappliances, electronic equipment and software.

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(All amounts in thousands, except for share and per share data)2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)(q) Other operating expenses

Other operating expenses mainly consist of the cost of services provided to the Group's residents and the commission fee chargedby the Group's agents based on the number of apartments they helped the Group successfully lease from the property owners. The costof services provided to the Group's residents mainly consist of apartments cleaning expenses, utilities, maintenance fee, processing feecharged by payment channel, costs related to warehouse, and low-value consumables.(r) Pre-opening expense

Pre-opening expense represents the rental cost incurred before the leased apartment are available for use for residents.(s) Sales and marketing expenses

Sales and marketing expenses mainly consist of payroll expenses for personnel engaged in sales and marketing activities,advertising costs, and commission fee paid to third parties based on the number of apartment units they helped the Group successfullyleases to residents. Advertising expenses, which consist primarily of online and offline advertisements, are expensed as incurred. Theadvertising expenses were RMB31,572 and RMB203,085 for the years ended December 31, 2017 and 2018, respectively.(t) General and administrative expenses

General and administrative expenses mainly consist of payroll and related costs for employees involved in general corporatefunctions, professional fees and office rental expenses.(u) Technology and product development expenses

Technology and product development expenses, which are expensed as incurred, mainly consist of payroll and related costs foremployees involved in developing or significantly improving a service or technique.(v) Share-based compensation

The Company periodically grants share-based awards, including but not limited to, restricted ordinary shares and share options toeligible employees and directors, which are subject to service and performance conditions.

The Company recognizes compensation cost for an equity classified award with only service conditions that has a graded vestingschedule on a straight-line basis over the requisite service period for the entire award, provided that the cumulative amount ofcompensation cost recognized at any date at least equals the portion of the grant date fair value of such award that is vested at that date.For equity awards that contain both a service condition and a performance condition, the Company recognizes compensation cost on atranche-by-tranche basis. To the extent the required vesting conditions are not met resulting in the forfeiture of the share-based awards,previously recognized compensation expense relating to those awards is reversed.

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(All amounts in thousands, except for share and per share data)2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)(w) Employee benefits

The Company's subsidiaries and VIEs and VIEs' subsidiaries in PRC participate in a government mandated, defined contributionplan, pursuant to which certain retirement, medical, housing and other welfare benefits are provided to employees. PRC labor lawsrequire the entities incorporated in China to pay to the local labor bureau a monthly contribution calculated at a stated contribution rateon the monthly basic compensation of qualified employees. The Group has no further commitments beyond its monthly contribution.Employee social benefits included as expenses in the accompanying consolidated statements of comprehensive loss amounted toRMB26,472 and RMB144,018 for the years ended December 31, 2017 and 2018, respectively.(x) Income taxes

Current income taxes are provided on the basis of net income/(loss) for financial reporting purposes, and adjusted for income andexpense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the relevant taxjurisdictions. Deferred income taxes are provided using the liability method. Under this method, deferred income tax assets andliabilities are recognized for the tax effects of temporary differences and are determined by applying enacted tax rates expected to applyto taxable income in the periods in which those temporary differences are expected to be recovered or settled. The effect on deferredincome tax assets and liabilities of a change in tax rates or tax laws is recognized in the consolidated statements of comprehensive lossin the period the change in tax rates or tax laws is enacted. A valuation allowance is provided to reduce the amount of deferred incometax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred income taxassets will not be realized. The effect on deferred income taxes arising from a change in tax rates is recognized in the consolidatedstatements of comprehensive loss in the period of change.

The Group applies a "more likely than not" recognition threshold in the evaluation of uncertain tax positions. The Grouprecognizes the benefit of a tax position in its consolidated financial statements if the tax position is "more likely than not" to prevailbased on the facts and technical merits of the position. Tax positions that meet the "more likely than not" recognition threshold aremeasured at the largest amount of tax benefit that has a greater than fifty percent likelihood of being realized upon settlement.Unrecognized tax benefits may be affected by changes in interpretation of laws, rulings of tax authorities, tax audits, and expiry ofstatutory limitations. In addition, changes in facts, circumstances and new information may require the Group to adjust the recognitionand measurement estimates with regard to individual tax positions. Accordingly, unrecognized tax benefits are periodically reviewedand re-assessed. Adjustments, if required, are recorded in the Group's consolidated financial statements in the period in which thechange that necessities the adjustments occurs. The ultimate outcome for a particular tax position may not be determined with certaintyprior to the conclusion of a tax audit and, in certain circumstances, a tax appeal or litigation process. The Group records interest andpenalties related to unrecognized tax benefits (if any) in interest expenses and general and administrative expenses, respectively. As ofDecember 31, 2017 and 2018, the Group did not have any significant unrecognized uncertain tax positions.

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(All amounts in thousands, except for share and per share data)2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)(y) Foreign currency translation and foreign currency risks

The Company's reporting currency is Renminbi ("RMB"). The functional currency of the Company and its wholly-ownedsubsidiary incorporated at Hong Kong S.A.R. is the United States dollars ("US$"). The functional currency of the Company's PRCsubsidiary, VIE and VIE's subsidiaries is the RMB.

Transactions denominated in currencies other than the functional currency are remeasured into the functional currency at theexchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in a foreign currency areremeasured into the functional currency using the applicable exchange rate at the balance sheet date. The resulted exchange differencesare recorded in general and administrative expenses in the consolidated statements of comprehensive loss.

The financial statements of the Company and its wholly-owned subsidiary incorporated at Hong Kong S.A.R. are translated fromthe functional currency into RMB. Assets and liabilities are translated into RMB using the applicable exchange rates at the balance sheetdate. Equity accounts other than earnings (deficits) generated in the current period are translated into RMB using the appropriatehistorical rates. Revenues, expenses, gains and losses are translated into RMB using the average exchange rates for the relevant period.The resulted foreign currency translation adjustments are recorded as a component of other comprehensive income or losses in theconsolidated statements of comprehensive loss, and the accumulated foreign currency translation adjustments are recorded as acomponent of accumulated other comprehensive income or losses in the consolidated statements of changes in shareholders' deficit.

RMB is not a freely convertible currency. The PRC State Administration for Foreign Exchange, under the authority of the PRCgovernment, controls the conversion of RMB to foreign currencies. The value of the RMB is subject to changes of central governmentpolicies and international economic and political developments affecting supply and demand in the China foreign exchange tradingsystem market.(z) Concentration and riskConcentration of customers and suppliers

There are no customers or suppliers from whom revenue or purchases individually represent greater than 10% of the total revenuesor the total purchases of the Group for the years ended December 31, 2017 and 2018.Concentration of credit risk

Financial instruments that potentially expose the Group to concentrations of credit risk consist principally of cash, term deposits,restricted cash and short-term investments.

The Group's investment policy requires cash, term deposits, restricted cash, and short-term investments to be placed with high-quality financial institutions and to limit the amount of credit risk from any one institution. The Group regularly evaluates the creditstanding of the counterparties or financial institutions.

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Table of Contents


(All amounts in thousands, except for share and per share data)2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)Interest rate risk

The Group's exposure to interest rate risk primarily relates to the Group's short-term and long-term borrowings. As part of its assetand liability risk management, the Group reviews and takes appropriate steps to manage its interest rate exposures on its interest-bearingassets and liabilities. The Group has not been exposed to material risks due to changes in market interest rates, and not used anyderivative financial instruments to manage the interest risk exposure during the year presented.(aa) Earnings/(Loss) per Share

Basic earnings / (loss) per share is computed by dividing net income/(loss) attributable to ordinary shareholders, taking intoconsideration the accretions to redemption value of the preferred shares (if any), by the weighted average number of ordinary sharesoutstanding during the year. Under the two-class method, any net income is allocated between ordinary shares and other participatingsecurities based on their participating rights, whereas any net loss is not allocated to participating securities as they do not havecontractual obligation to share loss.

Diluted loss per share is calculated by dividing net loss attributable to ordinary shareholders, as adjusted for the accretions toredemption value of the preferred shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent sharesoutstanding during the period. Ordinary equivalent shares consist of shares issuable upon the conversion of the preferred shares usingthe if-converted method. Potential ordinary shares include options to purchase ordinary shares and restricted ordinary shares granted tofounders, unless they were anti-dilutive. The computation of diluted earnings/(loss) per share does not assume conversion, exercise, orcontingent issuance of securities that would have an anti-dilutive effect (i.e. an increase in earnings per share amounts or a decrease inloss per share amounts) on earnings/(loss) per share.(bb) Segment Reporting

The Company's chief operating decision maker has been identified as the Chief Executive Officer, who reviews consolidatedresults when making decisions about allocating resources and assessing performance of the Group. For the purpose of internal reportingand management's operation review, the Company's Chief Executive Officer does not segregate the Group's business. All products andservices are viewed as in one segment, which is residential rental segment. All the Group's long-lived assets were located in PRC as ofDecember 31, 2017 and 2018.(cc) Statutory Reserves

In accordance with the PRC Company Laws, the Group's PRC subsidiary, VIE and VIEs' subsidiaries must make appropriationsfrom their after-tax profits as determined under the generally accepted accounting principles in the PRC ("PRC GAAP") to non-distributable reserve funds including statutory surplus fund and discretionary surplus fund. The appropriation to the statutory surplusfund must be 10% of the after-tax profits as determined under PRC GAAP. Appropriation is not required if the statutory surplus fundhas reached 50% of the registered capital of the PRC companies. Appropriation to the discretionary surplus fund is made at thediscretion of the PRC companies.

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(All amounts in thousands, except for share and per share data)2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

The statutory surplus fund and discretionary surplus fund are restricted for use. They may only be applied to offset losses orincrease the registered capital of the respective companies. These reserves are not allowed to be transferred to the Company by way ofcash dividends, loans or advances, nor can they be distributed except for liquidation.

For the years ended December 31, 2017 and 2018, no appropriation was made to the statutory surplus fund by the Group's PRCsubsidiary, VIE and VIEs' subsidiaries as these PRC companies did not earn any after-tax profits as determined under PRC GAAP.(dd) Recent Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02 ("ASU 2016-02"), Leases (Topic 842). ASU 2016-02 is intended to increasetransparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosingkey information about leasing arrangements. Additionally, the ASU will require disclosures to help investors and other financialstatement users better understand the amount, timing, and uncertainty of cash flows arising from leases, including qualitative andquantitative requirements. The update requires lessees to apply a modified retrospective approach for recognition and disclosure,beginning with the earliest period presented. In July 2018, the FASB issued ASU No. 2018-11, Leases (Topic 842)�TargetedImprovements, which allows an additional transition method to adopt the new lease standard at the adoption date, as compared to thebeginning of the earliest period presented, and recognize a cumulative-effect adjustment to the beginning balance of retained earnings inthe period of adoption. Topic 842 is effective for public companies for annual reporting periods, and interim periods within those yearsbeginning after December 15, 2018. For all other entities, it is effective for fiscal years beginning after December 15, 2019, and interimperiods within fiscal years beginning after December 15, 2020. Early adoption is permitted. As the Company is an "emerging growthcompany" and elects to apply for the new and revised accounting standards at the effective date for a private company, the Companywill apply ASU 2016-02 for the fiscal year ending December 31, 2020. The Company is currently evaluating the impact of adopting thisstandard on its consolidated financial statements.3. CASH AND RESTRICTED CASH

A reconciliation of cash and restricted cash in the consolidated balance sheets to the amounts in the consolidated statement of cashflows is as follows:

F-28

As of December 31,

2017 2018

RMB RMB

Cash 214,002 1,087,258Restricted cash-current � 1,362,266Restricted cash-non current � 16,010

Total cash and restricted cash shown in the consolidated statement ofcash flows

214,002 2,465,534



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(All amounts in thousands, except for share and per share data)4. SHORT-TERM INVESTMENTS

Short-term investments consisted of the following:

The Group's short-term investments represent wealth management products issued by commercial banks in the PRC which areredeemed upon demand of the Group. The wealth management products are invested in debt securities issued by the PRC government,corporate debt securities, bank deposits, central bank bills and other securities issued by other financial institutions. As of December 31,2017 and 2018, there were gross unrealized holding income of RMB449 and nil, respectively.5. PREPAYMENTS AND OTHER CURRENT ASSETS

Prepayments and other current assets at December 31, 2017 and 2018 consisted of the following:

F-29

As of

December 31,

2017 2018

RMB RMB

Aggregate cost basis 150,100 �

Gross unrealized holding gain 449 �

Aggregate fair value 150,549 ��

As of December 31,

2017 2018

RMB RMB

Deductible input VAT 5,414 118,850Deferred rental commission (a) 11,134 48,731Deposits to landlords 12,899 21,924Prepaid marketing expense 4,662 21,532Receivables from payment channels 3,272 23,127Others 5,771 31,630

Prepayments and Other Current Assets 43,152 265,794

(a)The Group pays commissions to its employees or third-parties based on the number of apartments they help the Group successfully leases

from the property owners or leases to the residents. As the commission fee is the cost incurred as a result of entering into the lease

agreement with the property owners or residents, they are considered as part of rental cost or contract acquisition cost and amortized

using the straight-line method over the lease terms with property owners or residents. The amortization are recorded in other operating

expenses for the commission related with the apartments leased from property owners, and in sales and marketing expenses for the

commission related with the apartments leased to residents. The unamortized commissions with terms of more than one year is recorded

in non-current assets.



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(All amounts in thousands, except for share and per share data)6. PROPERTY AND EQUIPMENT, NET

Property, plant and equipment at December 31, 2017 and 2018 consisted of the following:

Depreciation expenses of leasehold improvement, furniture and appliances for apartments were RMB98,453 and RMB371,901 forthe years ended December 31, 2017 and 2018, respectively. Depreciation expenses of leasehold improvement, furniture, electronicequipment and software for offices were RMB531 and RMB1,330 for the years ended December 31, 2017 and 2018, respectively.7. OTHER NON-CURRENT ASSETS

Other non-current assets at December 31, 2017 and 2018 consisted of the following:

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As of December 31,

2017 2018

RMB RMB

Apartment:�Leasehold improvement 369,734 1,529,995�Furniture and appliances 251,413 900,379�Leasehold improvement under construction 16,576 56,140

Office:�Leasehold improvement, furniture, electronic equipment, and

software1,598 6,698

Property and Equipment 639,321 2,493,212

Less: Accumulated depreciation (132,264) (503,582)

Property and Equipment, net 507,057 1,989,630

As of December 31,

2017 2018

RMB RMB

Deferred rental commission 5(a) 50,324 203,295Prepaid deposit for business acquisition (a) � 45,000Others � 3,641

Other non-current assets 50,324 251,936

(a)In December 2018, the Group entered into an agreement with the shareholders of Hanzhou Aishangzu Technology Co., Ltd

("Aishangzu") to acquire its subsidiaries. The Group prepaid the amount of RMB45,000 to Aishangzu as of December 31, 2018. The

transaction was closed in March 2019. See Note 19(c).



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(All amounts in thousands, except for share and per share data)8. SHORT-TERM BORROWINGS AND CURRENT PORTION OF LONG-TERM BORROWINGS

As of December 31,

2017 2018

RMB RMB

Rent financing (a) 750,679 1,947,592Bank loans (b) � 742,000Entrusted loan (c) � 200,000Current portion of long-term borrowing 10 � 1,250

Short-term borrowings and current portion of long-termborrowings

750,679 2,890,842

(a)Starting from 2016, the Group entered into agreements with financial institutions in China, pursuant to which the Group receives cash at

the beginning of the lease term from financial institutions the majority rental fee of the underlying lease agreements the Group enters into

with individual residents. Individual residents are evaluated by the financial institutions. Individual residents enter into the financing

agreements with the financial institutions and pay the monthly rental fee to these financial institutions. The Group is responsible for the

interest on the borrowings at annual interest rate between 6% and 10%. The Group is required to repay the principal to the financial

institutions if the residents early terminate the lease agreements with the Group or if the residents are in default on repayment of monthly

rental fee to the financial institutions. According to the agreements with the financial institutions, the Group is also required to deposit a

certain percentage of the cash the Group receives from the financial institutions to an escrow account. The Group recognizes these

payments to financial institutions as restricted cash. As of December 31, 2017 and 2018, the restricted cash of RMB nil and RMB155,591

was deposited to those financial institutions.

The Group recognizes such arrangements as in substance sales of future lease revenue to the financial institutions, and proceeds from the

financial institutions are classified as debt, in accordance with 470-10-25-2, because (i) the Group, as a lessor in the underlying lease

agreements with individual residents, has significant continuing involvement in the generation of the cash flows payable to the financial

institutions and (ii) the financial institutions have recourse to the Group relating to the payments due to them. Cash received from the

financial institutions are recorded as short-term borrowings if the principal is due within one year, or long-term borrowings if the

principal is due beyond twelve months. Cash received from financial institutions are classified as financing cash inflows on the

consolidated statements of cash flows. The monthly rental fee paid by residents to financial intuitions are classified as operating cash

inflows and financing cash outflows on the consolidated statements of cash flows.

(b)In June 2018, a PRC VIE entered into a facility agreement with Xiamen International Bank Co., Ltd with line of credit in the amount of

RMB500,000 with a term of three years. To facilitate each borrowing, the Company is required to place USD cash deposits with the bank

for no less than 1.03 times of the amounts borrowed. The use of such cash deposits and the interest earned thereon are restricted by the

bank during the period of the loans. For the year ended December 31, 2018, the VIE borrowed RMB565,000 under this agreement,

among which RMB372,000 was outstanding as of 31 December 2018. Terms for these outstanding borrowings were one year or six

months, and annual interest rate were 5.5% or 5.8%, respectively. Restricted cash deposits of US$78,000 (equivalent to RMB535,331)

were deposited by the Company to the bank for this borrowing.

In October 2018, a PRC VIE borrowed a loan of RMB100,000 from Huaxia Bank Co., Ltd for a term of one year at an annual interest

rate of 6.5%. A restricted cash deposit of US$19,990 (equivalent to RMB137,195) was deposited by a HK subsidiary to the bank for the

loan.

In November 2018, a PRC VIE borrowed a loan of RMB150,000 from Huaxia Bank Co., Ltd for a term of one year at an annual interest

rate of 6.3075%. A restricted cash deposit of US$30,000 (equivalent to RMB205,895) was deposited by a HK subsidiary to the bank for

the loan.



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(All amounts in thousands, except for share and per share data)8. SHORT-TERM BORROWINGS AND CURRENT PORTION OF LONG-TERM BORROWINGS (Continued)

9. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Others mainly include VAT payable and deposits refundable to residents upon termination.10. LONG-TERM BORROWINGS, EXCLUDING CURRENT PORTION

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In December 2018, a PRC VIE borrowed a loan of RMB120,000 from Bank of Ningbo Co., Ltd for a term of six months at an

annual interest rate of 5.3%. A restricted cash deposit of US$20,000 (equivalent to RMB137,264) was deposited by a HK subsidiary

to the bank for the loan.

(c)In December 2018, a PRC VIE enter into an entrusted loan agreement with the trustee, Shanghai AJ Trust Co., Ltd, to borrow a loan of

RMB200,000 with a term of one year at an annual interest rate of 5%. A restricted cash deposit of RMB207,000 was deposited to the

trustor, Luso International Banking Ltd, by a HK subsidiary for this borrowing.

As of December 31, 2018, the Company has an unused line of credit of RMB228,000 in total.

As of December 31,

2017 2018

RMB RMB

Payroll payable 27,147 150,161Others 25,447 64,009

Accrued expenses and other current liabilities 52,594 214,170

As of December 31,

2017 2018

RMB RMB

Long-term bank loans (a) � 4,500Less: current portion (a) � (1,250)Rent financing 8(a) 186,891 179,396

Long-term borrowings, excluding current portion 186,891 182,646

(a)In July 2018, a subsidiary of the Company's VIE entered into a facility agreement with China Construction Bank Co., Ltd to obtain a loan

of RMB5,000 with term of three years at an annual interest rate of 7.125%. To facilitate this borrowing, a guarantee was provided by

Ding Jianwei, the Group's senior management. In December 2018, the subsidiary repaid RMB500 under this facility based on the agreed

repayment plan. As of December 31, 2018, the outstanding balance was RMB4,500, among which the balance of RMB1,250 is

reclassified as current portion of long-term borrowing.



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(All amounts in thousands, except for share and per share data)10. LONG-TERM BORROWINGS, EXCLUDING CURRENT PORTION (Continued)

As of December 31, 2018, the future principal payments for the Group's long-term borrowings will be due according to thefollowing payment schedule:

11. CONVERTIBLE LOANOn February 15, 2016, the Group entered into a convertible loan agreement with Mr. Luo Shaohu to borrow a one-year loan in the

amount of RMB5.0 million (the "2016 Convertible Loan"). During the period of the loan, Mr. Luo was entitled to convert all or part ofthe outstanding principal of the 2016 Convertible Loan into the Company's shares upon next round of financing. The interest rate of2016 Convertible Loan is 10% per annum. However, no interest shall be accrued on the outstanding principal amount, if any portion ofthe 2016 Convertible Loan is converted to the Company's preferred shares. The conversion price is 80% of the per share price of thenext round of financing if such financing is closed before December 31, 2016. On March 6, 2017, the Company issued 16,967,466Series A-2-I Preferred Shares at the price of US$0.0420 per share, and the 2016 Convertible Loan agreement was terminated.

On February 12, 2018, the Company entered into convertible loan agreements (the "2018 Convertible Loan") with seveninstitutional investors (collectively "2018 Convertible Loan Holders") to borrow a loan of US$20 million (equivalent to RMB126,206)in aggregate with a term of 18 months. 2018 Convertible Loan Holders are entitled to convert all or part of the outstanding principal ofthe 2018 Convertible Loan to the Company's preferred shares upon next round of financing. The interest rate of 2018 convertible loan is8% per annum. However, no interest shall be accrued on the outstanding principal amount, if any portion of the principal amount isconverted to the Company's preferred shares. The conversion price is 80% of the per share price of the next round of financing if thefinancing occurs within 12 months from closing or or 70% of the per share price of the next round of financing if the financing occursafter 12 months from the closing. The 2018 Convertible Loan was converted to 41,777,981 Series B-2 Preferred Shares at the price ofUS$0.4787 per share on March 25, 2018 (Note 12).

The 2016 Convertible Loan and the 2018 Convertible Loan contained variable-share settlement which permits the holder to receivea variable number of shares of an unspecified future series of preferred shares with an aggregate fair value that is based on a fixedmonetary amount. Because the payoff from such contingent exchange features is based on a fixed monetary amount, the Companyconsidered such features are akin to contingent prepayment options that are settleable in a variable number of shares. The Companyelected the fair value option for the 2016 Convertible Loan and the 2018 Convertible Loan. The Company adopted a scenario-weightedaverage method to estimate the fair value of the convertible loan based on the probability of each scenario and pay-off of convertibleloan under each scenario. Changes in fair value of convertible loan in the amount of RMB441 and RMB6,962 for the years endedDecember 31, 2017 and 2018, respectively, are recognized in the consolidated statements of comprehensive loss.

F-33

Year ending December 31, RMB

2019 1,2502020 181,3962021 1,250

Total 183,896



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(All amounts in thousands, except for share and per share data)12. CONVERTIBLE PREFERRED SHARES

The Company's preferred shares activities consist of the following:

In March 2015, the Company issued 27,500,000 (pre share split) Series A-1 convertible preferred shares ("Series A-1 PreferredShares") at US$0.0086 per share to Napa Time Holdings Inc. The total proceeds from the issuance of Series A-1 Preferred Shares wasUS$237 (equivalent to RMB1,500). No issuance cost was incurred.

In November 2015, the Company issued 28,750,000 (pre share split) Series A-2 redeemable convertible preferred shares("Series A-2 Preferred Shares") at US$0.1200 to KIT Cube Limited, among which 3,750,000 Series A-2 Preferred Shares redesignedfrom 3,750,000 Series A-1 Preferred Shares. The total proceeds from the issuance of Series A-2 Preferred Shares was US$3,000(equivalent to RMB18,851). No issuance cost was incurred. Additionally, each Series A-1 Preferred Share and Series A-2 PreferredShare was splited into 5 shares in May 2016.

In March 2017, the Company issued 16,967,466 Series A-2-I redeemable convertible preferred shares ("Series A-2-I PreferredShares") at US$0.0420 per share to Mr. Luo Shaohu (Note 11). Additionally, the Company issued 275,076,555 Series A-3 redeemableconvertible preferred shares ("Series A-3 Preferred Shares") at US$0.0530 per share to Mr. Luo Shaohu, Joy Capital I, L.P., KIT CubeLimited and Ucommune International Limited. The total proceeds from the issuance of Series A-3 Preferred Shares was US$14,569(equivalent to RMB100,559). The issuance cost was US$145 (equivalent to RMB1,000).

In February 2018, the Company issued 183,823,115 Series B-1 redeemable convertible preferred shares ("Series B-1 PreferredShares") at US$0.3264 to CMC Downtown Holdings Limited, Banyan Partners Fund III, L.P., Banyan Partners Fund III-A, L.P., JoyCapital II, L.P., Vision Plus Capital Fund II, L.P., BAI GmbH, G&M Capital Holding Limited and R Capital Growth Fund LP. The totalproceeds from the issuance of Series B-1 Preferred Shares was US$60,000 (equivalent to RMB379,542). The issuance cost wasUS$1,214 (equivalent to RMB8,091).

F-34

Series A-1

Preferred

Shares

Series A-2

Preferred

Shares

Series A-2-I

Preferred

Shares

Series A-3

Preferred

Shares

Series B-1

Preferred

Shares

Series B-2

Preferred

Shares

Series C

Preferred

Shares

Total

equity

RMB RMB RMB RMB RMB RMB RMB RMB

Balance as of January 1, 2017 1,417 27,123 � � � � � 28,540

Issuance for cash � � � 100,559 � � � 100,559

Conversion from convertible loan � � 6,250 � � � � 6,250

Issuance cost paid � � � (1,000) � � � (1,000)

Accretion and modification of redeemable

convertible preferred shares� 3,170 345 10,608 � � � 14,123

Foreign currency translation adjustment (82) (1,678) (339) (5,712) � � � (7,811)

Balance as of December 31, 2017 1,335 28,615 6,256 104,455 �� 140,661

Issuance for cash � � � � 379,542 321,040 1,737,750 2,438,332

Conversion from convertible loan � � � � � 133,168 � 133,168

Issuance costs paid � � � � (8,091) (3,249) (6,800) (18,140)

Accretion and modification of redeemable

convertible preferred shares� 2,024 245 8,328 35,908 25,625 39,002 111,132

Foreign currency translation adjustment 67 1,517 325 5,533 33,362 34,218 (20,543) 54,479

Balance as of December 31, 2018 1,402 32,156 6,826 118,316 440,721 510,802 1,749,409 2,859,632



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(All amounts in thousands, except for share and per share data)12. CONVERTIBLE PREFERRED SHARES (Continued)

In May 2018, the Company issued 141,000,686 Series B-2 redeemable convertible preferred shares ("Series B-2 Preferred Shares")at US$0.5039 to CMC Downtown Holdings Limited, Banyan Partners Fund III, L.P., Banyan Partners Fund III-A, L.P., Joy CapitalII, L.P., R Capital Growh Fund LP, Vision Plus Capital Fund II, L.P., BAI GmbH, G&M Capital Holding Limited and Internet Fund IVPte. Ltd., of which 41,777,981 Series B-2 Preferred Shares were issued upon the conversion of the 2018 Convertible Loan (Note 11).The total proceeds from the issuance of Series B-2 Preferred Shares was US$50,000 (equivalent to RMB321,040). The issuance costwas US$501 (equivalent to RMB3,249).

In September 2018, the Company issued 226,297,396 Series C redeemable convertible preferred shares ("Series C PreferredShares") at US$1.1047 to Internet Fund IV Pte. Ltd. The total proceeds from the issuance of Series C Preferred Shares was US$250,000(equivalent to RMB1,737,750). The issuance cost was US$1,000 (equivalent to RMB6,800).

The Company classified Series A-1 Preferred Shares, Series A-2 Preferred Shares, Series A-2-I Preferred Shares, Series A-3Preferred Shares, Series B-1 Preferred Shares, Series B-2 Preferred Shares and Series C Preferred Shares (collectively "PreferredShares") as mezzanine equity on the consolidated balance sheets since they are contingently redeemable at the option of the holdersafter a specified time period.

The Company concluded the embedded conversion and redemption option did not need to be bifurcated pursuant to ASC 815because these terms do not permit net settlement, nor they can be readily settled net by a means outside the contract, nor they canprovide for delivery of an asset that puts the holders in a position not substantially different from net settlement. The Company alsodetermined that there was no beneficial conversion feature attributable to Preferred Shares because the initial effective conversion pricesof Preferred Shares were higher than the fair value of the Company's ordinary shares at the relevant commitment dates. The fair value ofthe Company's ordinary shares on the commitment date was estimated by management with the assistance of an independent valuationfirm. The Company also determined there was no other embedded features to be separated from Preferred Shares.

In addition, the carrying values of the Preferred Shares were accreted from the share issuance dates to the redemption value on theearliest redemption dates. The accretions were recorded against retained earnings, or in the absence of retained earnings, by chargesagainst additional paid-in capital. Once additional paid-in capital had been exhausted, additional charges were recorded by increasingthe accumulated deficit.

The rights, preferences and privileges of the redeemable convertible preferred shares are as follows:Redemption Rights

Prior to the issuance of Series A-2-I and Series A-3 Preferred Shares in March 2017, Series A-2 Preferred Shares shall beredeemable at the option of holders of the Series A-2 Preferred Shares if:

(1) At any time after the fifth (5th) anniversary of the issuance date of Series A-2, if the Company has not consummated aQualified IPO by then. The redemption price equals to the amount at the issuance price of Series A-2 Preferred Sharesplus an annual internal rate of

F-35



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return of twelve percent (12%), plus all accrued but unpaid dividends from the issuance date of Series A-2 PreferredShares until the date of receipt by the preferred shareholder of the full redemption price.

(2) In the event that (i) the Company has fulfilled the conditions for Qualified IPO approved by the Director designated bythe Series A-2 Preferred Shareholder, however, the Company has failed to consummate the Qualified IPO due to certaincircumstances caused by any members other than the Series A-2 Preferred Shareholder. The Company and the membersother than Series A-2 Preferred Shareholder shall redeem all or part of the then outstanding Series A-2 Preferred Shares.The redemption price equals to the higher of: (A) the amount at the issuance price of Series A-2 plus an annual internalrate of return of twenty five percent (25%), plus all accrued but unpaid dividends from the issuance date of Series A-2Preferred Shares until the date of receipt by the holder the full redemption price, proportionally adjusted for any sharesplits, share dividends, combinations, recapitalizations or similar transactions; and (B) fair market value of theSeries A-2 Preferred Shares of the Company evaluated by the international recognized third party investment bank.

Upon the issuance of Series A-2-I and A-3 Preferred Shares in March 2017, the redemption term of Series A-2 Preferred Shareswere modified to be the same as Series A-2-I and A-3 Preferred Shares, in which they were redeemable at the option of holders of thesepreferred shares if: At any time after the fifth (5th) anniversary of the issuance date of Preferred Shares Series A-3, if the Company hasnot consummated a Qualified IPO by then. The redemption price equals to the amount at the issuance price of Series A-2 PreferredShares plus an annual internal rate of return of twelve percent (12%), plus all accrued but unpaid dividends from the respective issuancedate of preferred shares until the date of receipt by the holder of the full respective redemption price.

In association with the issuance of the Series B-1 Preferred Shares in February 2018, the redemption term of Series A-2, A-2-I andA-3 Preferred Shares were modified to be the same as Series B-1 Preferred Shares, in which they were redeemable at the option ofholders of these preferred shares if: (A) At any time after the fifth (5th) anniversary of the issuance date of Series B-1 Preferred Shares,if the Company has not consummated a Qualified IPO by then, (B) in the event of any change in the applicable laws of the PRC thatinvalidates the cooperation documents or results in the Company no longer controlling the domestic companies, or any breach of thecooperation documents, and such invalidity or breach cannot be or is not cured or settled in any manner to the satisfaction of any holderof Preferred Shares within 30 days after the occurrence of such event, or (C) in the event of any material breach of the transactiondocuments which results in a material adverse effect, and such breach cannot be or is not cured or settled in any manner to thesatisfaction of any holder of preferred shares within 30 days after the occurrence of such breach, at the written request to the Companymade by the Majority Series A-2 Shareholders and/or Majority Series A-3 Shareholders and/or Majority Series A-2-I Shareholders and/or any holder of Series B-1 Preferred Shares holding more than 2% of the then outstanding shares of the Company (on an as convertedand fully diluted basis). The redemption price equals to the amount at the issuance price of preferred shares plus an annual internal rateof return of eight percent (8%), plus all accrued but unpaid dividends from the respective issuance date of preferred shares until the dateof receipt by the holder of the full respective Redemption Price.

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The redemption term of Series B-2 Preferred Shares were the same as the term of Series A-2, A-2-I, A-3 and B-1 Preferred Shares.In association with the issuance of the Series C Preferred Shares in September 2018, the redemption term of Series A-2, A-2-I,

A-3, B-1, and B-2 Preferred Shares were amended to change the term of the fifth (5th) anniversary of the issuance date of Series B-1Preferred Shares to after the fifth (5th) anniversary of the issuance date of Series C Preferred Shares.

For the periods presented, the Company concluded that it was probable that Series A-2, A-2-I, A-3, B-1, B-2 and C PreferredShares will become redeemable. The Company accretes changes in the redemption value over the period from the date of issuance to theearliest redemption date using the interest method.

The redemption amount of Series A-2, A-2-I, A-3, B-1, B-2 and C Preferred Shares in each of the five years followingDecember 31, 2018 assuming the Company has not consummated a Qualified IPO, are as follows:

Conversion RightsEach preferred share is convertible, at the option of the holder, at any time after the date of issuance of such preferred shares

according to a conversion ratio, subject to adjustments for share splits, combination, ordinary share dividends, distributions,reorganizations, mergers, consolidations, reclassifications, exchange, substitutions, sale of shares below the conversion price and otherdilutive events. Each preferred share is convertible into a number of ordinary shares determined by dividing the applicable originalissuance price by the conversion price. The conversion price of each preferred share is the same as its original issuance price and noadjustments to conversion price have occurred except the conversion price of Series A-1 and A-2. Preferred Shares was adjusted fromoriginal issuance price of US$0.0086 and US$0.1200 to US$0.0017 and US$0.0240 due to share splits, respectively, in May 2016. As ofDecember 31, 2017 and 2018, each preferred share is convertible into one ordinary share.

Each preferred share shall automatically be converted into ordinary shares, at the then applicable preferred share conversion price(i) upon the closing of a Qualified Initial Public Offering ("Qualified IPO") or (ii) the date when the Company obtains the vote orconsent of Majority Preferred Shareholders voting together as a separate class.Voting Rights

Each preferred share shall be entitled to that number of votes corresponding to the number of ordinary shares on an as convertedbasis. Preferred shares shall vote separately as a class with respect

F-37

Year ending December 31, RMB

2019 �

2020 �

2021 �

2022 �

2023 4,111,837



Table of Contents


(All amounts in thousands, except for share and per share data)12. CONVERTIBLE PREFERRED SHARES (Continued)to certain specified matters. Otherwise, the holders of preferred shares and ordinary shares shall vote together as a single class.Dividend Rights

Prior to the issuance of Series A-2-I and A-3 Preferred Shares in March 2017, each holder of a Series A-2 Preferred Share shall beentitled to receive, on an annual basis, preferential, non-cumulative dividends at the rate equal to eight percent (8%) of the OriginalSeries A-2 Preferred Issue Price, payable in cash when and as such cash becomes legally available therefor on parity with each other,prior and in preference to any dividend on any other Shares; provided that such dividends shall be payable only when, as, and ifdeclared by the Board (including the approval of Series A-2 Preferred Shareholder). All accrued but unpaid dividends shall be paid incash when and as such cash becomes legally available to the holders of Series A-2 Preferred Shares immediately prior to the closing of aQualified IPO or a Liquidation Event. No dividends shall be declared or paid on Series A-1 Preferred Shares, unless and until alldeclared dividends on each outstanding Series A-2 Preferred Share has been paid or set aside for payment to the holders of eachoutstanding Series A-2 Preferred Shares.

Upon the issuance of Series A-2-I and A-3 Preferred Shares in March 2017, the dividend term of 8% of the Original Issue Price forSeries A-2 Preferred Shares was removed.

Upon the issuance of Series B-1 Preferred Shares in February 2018, each holder of the preferred shares shall be entitled to receive,on a pro rata basis, out of any funds legally available therefor, non-cumulative annual dividends at the simple rate of eight percent (8%)of the applicable Original Preferred Issue Price for each of its preferred shares (as adjusted from time to time for any share splits, sharedividends, combinations, recapitalizations and similar transactions) per annum calculated from the closing date, payable if, as and whendeclared by the Board.Liquidation Preferences

In the event of liquidation, dissolution or winding up of the Company or any deemed liquidation event as defined in the preferredshares agreements, the assets or surplus funds of the Company available for distribution will be distributed as follows:

(a) The holders of Series C Preferred Shares are entitled to receive an amount equal to their respective purchase price asadjusted for any share splits, share dividends, combinations, recapitalizations and similar transactions, plus all declaredbut unpaid dividends ("Liquidation Preference Amount"), in preference to any distribution to any ordinary shareholdersand any other preferred shareholders of the Company. If the liquidation amount, based on the assets of the Company orproceeds received by the Company or its shareholders available for distribution to shareholders, that each holder of theSeries C Preferred Shares of the Company is entitled to receive per share, if the distribution is made on a pari passu andpro rata basis, will not be less than two point five (2.5) times the purchase price of Series C Preferred Shares (as adjustedfor any share splits, share dividends, combinations, recapitalizations and similar transactions), the Series C LiquidationPreference Amount shall not apply, and all the assets and proceeds available for distribution shall be allocated to all theholders of the Shares of the Company on a pro-rata and as-converted basis.

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Table of Contents



(b) After the full payment to the holders of Series C, holders of the Series B-2, Series B-1, Series A-3, Series A-2-I andSeries A-2 Preferred Shares shall be entitled to receive a per share amount equal to 150% of the original preferred shareissue price of the respective series of Preferred Shares, as adjusted for share dividends, share splits, combinations,recapitalizations and similar transactions, plus all accrued and declared but unpaid dividends thereon, in the sequence ofSeries B-2, Series B-1, Series A-3, Series A-2-I and Series A-2 Preferred Shares. If the liquidation amount, based on theassets of the Company or proceeds received by the Company or its shareholders available for distribution toshareholders, that each holder of the Series B-2, Series B-1, Series A-3, Series A-2-I and Series A-2 Preferred Shares ofthe Company is entitled to receive per share, if the distribution is made on a pari passu and pro rata basis, will not be lessthan four to six (4-6) times the purchase price of Series B-2, Series B-1, Series A-3, Series A-2-I and Series A-2Preferred Shares (as adjusted for any share splits, share dividends, combinations, recapitalizations and similartransactions), the Series B-2, Series B-1, Series A-3, Series A-2-I and Series A-2 Liquidation Preference Amount shallnot apply, and all the assets and proceeds available for distribution shall be allocated to all the holders of the Shares ofthe Company on a pro-rata and as-converted basis;

(c) After the full payment to the holders of Series C, Series B-2, Series B-1, Series A-3, Series A-2-I and Series A-2Preferred Shares, the holders of Series A-1 Preferred Shares are entitled to receive an amount equal to their respectivepurchase price as adjusted for any share splits, share dividends, combinations, recapitalizations and similar transactions,plus all declared but unpaid dividends, in preference to any distribution to any ordinary shareholders and any otherpreferred shareholders of the Company;

(d) After such liquidation amounts have been paid in full, any remaining funds or assets of the Company legally availablefor distribution to shareholders shall be distributed on a pro rata, pari passu basis among the holders of the PreferredShares, on an as-converted basis, together with the holders of the ordinary shares.

Upon the issuance of Series B-1 Preferred Shares in February 2018, the liquidation term of Series A-1 and A-3 Preferred Shareswere amended to add the term that the holder of Series A-1 and A-3 is also entitled to receive per share on a pari passu and pro ratabasis will not be less than 4 and 6 times of the original issuance price, respectively, all the assets and proceeds available for distributionshall be allocated to all the holders of the Shares of the Company on a pro-rata and as-converted basis. The liquidation term ofSeries A-2 Preferred Shares were amended that Series A-2 Preferred Shares is entitled to receive per share on a pari passu and pro ratabasis will not be less from 5 times of the original issuance price to 4 times of original issuance price.

The Company determines whether an amendment or modification to the terms of Series A-1, A-2, A-2-I, A-3, B 1 and B-2Preferred Shares represents an extinguishment based on a fair value approach. If the fair value of the preferred shares immediatelybefore and after the amendment is significantly different (by more than 10%), the amendment or modification represents anextinguishment. The Company has determined that the amendment to the terms of Series A-1, A-2, A-2-I, A-3, B-1 and B-2 PreferredShares did not represent an extinguishment, and therefore modification accounting was applied by analogy to the modification guidancecontained in ASC 718-20, Compensation�Stock

F-39



Table of Contents


(All amounts in thousands, except for share and per share data)12. CONVERTIBLE PREFERRED SHARES (Continued)Compensation. The Company accounts for modifications that result in an increase to the fair value of the modified preferred shares as adeemed dividend reconciling net loss to net loss attributable to ordinary shareholders as there is a transfer of value from the ordinaryshareholders to the preferred shareholders. Modifications that result in a decrease in the fair value of the modified preferred shares werenot recognized.13. SHARE-BASED COMPENSATION

(a) Restricted Ordinary Shares

In November 2015, all of the individual Founders entered into an arrangement with institutional investors of the Company,Pursuant to which all of their 300,000,000 ordinary shares (being retroactively adjusted to reflect the effect of the share split, which wasapproved by the Company's board of directors in May 2016) became restricted and subject to service vesting conditions. 25% of therestricted shares vested and were released from restriction at the first anniversary of November 24, 2015, and the remaining 75% of therestricted shares vest monthly in equal instalments over the next thirty-six months.

One of the Founders, who had 75,000,000 restricted shares, left the Company before November 24, 2016 and thus all of hisrestricted shares were forfeited. Such restricted shares were cancelled in March 2017 in accordance with the board of director'sresolution.

In March 2017, pursuant to the board of director's resolution, 62,500,000 restricted shares were granted to two individual Founders,which is subject to service vesting conditions. 19,531,250 shares were immediately vested and the remaining 42,968,750 shares willvest monthly in equal instalments over the thirty-three months starting from March 24, 2019.

The following table sets forth the restricted shares' activities for the years ended December 31, 2017 and 2018:

The amounts of stock compensation expense in relation to the restricted ordinary shares recognized in the years endedDecember 31, 2017 and 2018 were RMB8,569 and RMB5,808, respectively.

As of December 31, 2018, RMB4,155 of total unrecognized compensation expense related to non-vested restricted shares isexpected to be recognized over a weighted average period of approximately 0.92 year.

F-40

Number of shares

Unvested at December 31, 2016 164,062,500Granted 62,500,000Vested (88,802,083)

Unvested at December 31, 2017 137,760,417Vested (71,875,000)

Unvested at December 31, 2018 65,885,417



Table of Contents


(All amounts in thousands, except for share and per share data)13. SHARE-BASED COMPENSATION (Continued)

(b) Stock Option Plan

In 2017, the Company's Board of Directors approved 2017 Stock Incentive Plan (the "2017 Plan") under which a maximumaggregate number of ordinary shares that may be issued pursuant to all awards granted shall be 75,000,000 shares. Stock options grantedto eligible employees under the 2017 Plan will be exercisable upon the Company's completion of a Qualified IPO. The options aresubject to a four year service schedule, under which an employee earns an entitlement to vest 25% of his/her option on the expiry dateof a 12-month period following the grant date, and the remaining 75% shall vest in equal monthly installments over the following threeyears commencing from the vesting date of the first installment. Before the Company completes a Qualified IPO, all stock optionsgranted to an employee shall be forfeited at the time the employee terminates his employment with the Group. After the Companycompletes a Qualified IPO, vested options not exercised by an employee shall be forfeited 90 days after termination of employment ofthe employee.

In April and December 2017, the Company granted 24,610,000 and 22,399,066 stock options to its employees, respectively. InJune and December 2018, the Company granted 5,550,000 and 3,250,000 stock options to its employees, respectively. The exerciseprice is US$0.0500 for these stock options granted.

A summary of the share options activities for the years ended December 31, 2017 and 2018 is presented below:

F-41

Number of

shares

Weighted

average

exercise price

Weighted

remaining

contractual

years

Aggregate

intrinsic

value

US$ US$

Outstanding at January 1, 2017 ��

Granted 47,009,066 0.0500Forfeited � �

Outstanding at December 31, 2017 47,009,066 0.0500Granted 8,800,000 0.0500Forfeited � �

Outstanding at December 31, 2018 55,809,066 0.0500 8.50 4,357

Vested and expected to vest as of December 31, 2018 55,809,066 0.0500 8.50 4.357

Exercisable as of December 31, 2018 � 0.0500 � �



Table of Contents



The fair value of the options granted is estimated on the dates of grant using the binomial option pricing model with the followingassumptions used:

The expected volatility was estimated based on the historical volatility of comparable peer public companies with a period of timeclose to the expected term of the Company's options. The risk-free interest rate was estimated based on the yield to maturity of U.S.treasury bonds denominated in USD for a term consistent with the expected term of the Company's options in effect at the optionvaluation date. The expected exercise multiple was estimated as the average ratio of the stock price to the exercise price of whenemployees would decide to voluntarily exercise their vested options. As the Company did not have sufficient information of pastemployee exercise history, it was estimated by referencing to a widely-accepted academic research publication. Expected dividend yieldis zero as the Company has never declared or paid any cash dividends on its shares, and the Company does not anticipate any dividendpayments in the foreseeable future. Expected term is the contract life of the option.

The fair value of the share options granted at the grant date amounted to RMB14,118 and RMB26,875 for the years endedDecember 31, 2017 and 2018, respectively. Since the exercisability is dependent upon the Company's IPO, and it is not probable thatthis performance condition can be achieved until the IPO is effective, no compensation expense relating to the options was recorded forthe years ended December 31, 2017 and 2018. As of December 31, 2018, the total unrecognized compensation costs associated withstock options is RMB40,993.14. FAIR VALUE MEASUREMENT

The following tables present the fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as ofDecember 31, 2017:Recurring

F-42

Grant date: 2017 2018

Risk-free rate of return 2.30% ~ 2.37% 2.85% ~ 3.01%Volatility 50.7% ~ 52.0% 41.1% ~ 50.2%Expected dividend yield 0% 0%Exercise multiple 2.2 ~ 2.8 2.2 ~ 2.8Fair value of underlying ordinary share US$0.0231 ~ 0.1164 US$0.2479 ~ 0.9466Expected term 10 10

December 31, 2017

RMB Level 1 Level 2 Level 3

Total

Fair Value

AssetsShort-term investments (Note 4) � 150,549 � 150,549



Table of Contents


(All amounts in thousands, except for share and per share data)14. FAIR VALUE MEASUREMENT (Continued)

The table below reflects the components effecting the change in fair value for the years ended December 31, 2017 and 2018:

15. INCOME TAXa) Income taxCayman Islands

Under the current laws of the Cayman Islands, the Company is not subject to tax on income or capital gain. Additionally, theCayman Islands does not impose a withholding tax on payments of dividends to shareholders.Hong Kong

Under the current Hong Kong Inland Revenue Ordinance, the Company's Hong Kong subsidiary is subject to Hong Kong profitstax at the rate of 16.5% on its taxable income generated from the operations in Hong Kong. Payments of dividends by the Hong Kongsubsidiary to the Company is not subject to withholding tax in Hong Kong. A two-tiered profits tax rates regime was introduced in 2018where the first HK$2 million of assessable profits earned by a company will be taxed at half of the current tax rate (8.25%) whilst theremaining profits will continue to be taxed at 16.5%. There is an anti-fragmentation measure where each group will have to nominateonly one company in the group to benefit from the progressive rates. No provision for Hong Kong profits tax has been made in thefinancial statements as the subsidiaries in Hong Kong have no assessable profits for the two years ended December 31, 2018.PRC

The Group's PRC subsidiaries, the VIEs and VIEs' subsidiaries are subject to the PRC Corporate Income Tax Law ("CIT Law")and the statutory income tax rate is 25%.

F-43

For the Year Ended

December 31, 2017

RMBJanuary 1,

2017

Change in

Fair Value

loss

ConversionForeign

Exchange

December 31,

2017

Liabilities:Convertible loan (Note 11) 5,809 441 (6,250) � �

For the Year Ended

December 31, 2017

RMBJanuary 1,

2018Issuance

Change in

Fair Value

loss

ConversionDecember 31,

2018

Liabilities:Convertible loan (Note 11) � 126,206 6,962 (133,168) �



Table of Contents


(All amounts in thousands, except for share and per share data)15. INCOME TAX (Continued)

The components of earnings/(loss) before income taxes are as follows:

The Group had no current income tax expense for the years ended December 31, 2017 and 2018, as the entities in the Group had notaxable income in the respective years.Withholding tax on undistributed dividends

The CIT Law also imposes a withholding income tax of 10% on dividends distributed by a foreign investment enterprise ("FIE") toits immediate holding company outside of China, if such immediate holding company is considered as a non-resident enterprise withoutany establishment or place within China or if the received dividends have no connection with the establishment or place of suchimmediate holding company within China, unless such immediate holding company's jurisdiction of incorporation has a tax treaty withChina that provides for a different withholding arrangement. The Cayman Islands, where the Company is incorporated, does not havesuch tax treaty with China. According to the arrangement between Mainland China and Hong Kong Special Administrative Region onthe Avoidance of Double Taxation and Prevention of Fiscal Evasion in August 2006, dividends paid by an FIE in China to its immediateholding company in Hong Kong will be subject to withholding tax at a rate of no more than 5% (if the foreign investor owns directly atleast 25% of the shares of the FIE). The Group did not record any dividend withholding tax, as the Group's PRC entities have noretained earnings in any of the periods presented.

The actual income tax expense reported in the consolidated statements of comprehensive loss differed from the expected incometax expense computed by applying the statutory PRC enterprise income tax rate of 25% to loss before income taxes for the years endedDecember 31, 2017 and 2018 as a result of the following:

F-44

For the Year Ended

December 31,

2017 2018

RMB RMB

Cayman (8,049) (5,064)Hong Kong SAR � 6,744PRC, excluding Hong Kong SAR (263,587) (1,371,317)

Total (271,636) (1,369,637)

For the Year Ended

December 31,

2017 2018

RMB RMB

Computed expected income tax expense (benefit) (67,909) (342,409)Non-PRC entities not subject to income tax 2,060 3,423Non-deductible expenses 26,647 46,670Change in valuation allowance 39,090 292,428

Income tax expense/(benefit) (112) 112



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(All amounts in thousands, except for share and per share data)15. INCOME TAX (Continued)b) Deferred income tax assets and liabilities

As of December 31, 2018, the Group had net operating loss carry forwards of approximately RMB1,218,210 attributable to thePRC subsidiaries, VIEs, and VIEs' subsidiaries. The loss carried forward by the PRC companies will expire during the period from year2019 to year 2023.

A valuation allowance is provided against deferred income tax assets when the Group determines that it is more likely than not thatthe deferred income tax assets will not be utilized in the foreseeable future.

The Group has incurred accumulated net operating losses for income tax purposes since its inception. The Group believes that it ismore likely than not that these accumulated net operating losses and other deferred income tax assets will not be utilized in theforeseeable future. Accordingly, the Group has provided full valuation allowance for the deferred income tax assets as of December 31,2017 and 2018.

Changes in valuation allowance are as follows:

According to the PRC Tax Administration and Collection Law, the statute of limitation is three years if the underpayment of taxesis due to computational errors made by the taxpayer or the withholding agent. The statute of limitation is extended to five years underspecial circumstances where the underpayment of taxes is more than RMB100,000. In the case of transfer pricing issues, the statute oflimitation is 10 years. There is no statute of limitation in the case of tax evasion. The income tax returns of the Company's PRCsubsidiaries, consolidated VIEs and VIEs' subsidiaries for the years from 2014 to 2018 are open to examination by the PRC taxauthorities.

F-45

As of December 31,

2017 2018

RMB RMB

Deferred tax assets�Net operating loss carry forwards 43,083 304,553�Advertising expense 2,833 33,679Less: Valuation allowance (45,804) (338,232)

Total deferred income tax assets 112 �

Deferred tax liabilities�Unrealized fair value gain for short-term investments 112 �

Total deferred income tax liability 112 ��

For the Year Ended

December 31,

2017 2018

RMB RMB

Balance at the beginning of the year 6,714 45,804Additions 39,090 292,428

Balance at the end of the year 45,804 338,232



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(All amounts in thousands, except for share and per share data)16. NET LOSS PER SHARE

The following table sets forth the basic and diluted net loss per share computation and provides a reconciliation of the numeratorand denominator for the periods presented:

The potentially dilutive securities that have not been included in the calculation of diluted net loss per share as their inclusionwould be anti-dilutive are as follows:

17. COMMITMENTS AND CONTINGENCIESThe Group leases apartments and offices under non-cancelable operating lease agreements. Rental cost and rental expenses,

including apartments and offices, were RMB574,178 and RMB2,460,401 for the years ended December 31, 2017 and 2018,respectively.

As of December 31, 2018, future minimum lease commitments, all under apartment and office non-cancelable operating leaseagreements, were as follows:

Except for those disclosed above, the Group did not have any significant capital or other commitments or long-term obligations asof December 31, 2017 and 2018.

F-46

For the Year Ended

December 31,

2017 2018

RMB RMB

Numerator:Net loss attributable to Phoenix Tree Holdings Limited (271,524) (1,365,615)Accretion and modification of redeemable convertible preferred

shares(14,123) (111,132)

Numerator for basic and diluted net loss per share calculation (285,647) (1,476,747)

Denominator:Weighted average number of ordinary shares 111,848,958 185,677,083

Denominator for basic and diluted net loss per sharecalculation

111,848,958 185,677,083

Net loss per ordinary share�Basic and diluted (2.55) (7.95)

As of December 31,

2017 2018

Restricted shares 137,760,417 65,885,417Share options 47,009,066 55,809,066Convertible Preferred Shares 554,544,021 1,105,665,218

Year ending December 31, Apartment Office Total

2019 3,569,829 31,081 3,600,9102020 3,575,416 19,903 3,595,3192021 3,216,202 9,738 3,225,9402022 2,091,926 2,740 2,094,6662023 and thereafter 1,937,251 2,528 1,939,779



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(All amounts in thousands, except for share and per share data)18. RELATED PARTY TRANSACTIONS

During the year ended December 31, 2018, the Group obtained a loan of RMB10,343 from a shareholder of Series A-3Redeemable Convertible Preferred Shares. The amounts were unsecured, non-interest bearing and due to demand.19. SUBSEQUENT EVENTS

Management has considered subsequent events through August 28, 2019, which was the date these consolidated financialstatements were issued.

(a) In January 2019, the Company redesignated 27,155,688 Series A-3 redeemable convertible preferred shares("Series A-3 Preferred Shares") from Joy Capital I, L.P. to 27,155,688 Series C-1 redeemable convertible preferred shares("Series C-1 Preferred Shares") to Success Golden Group Limited, an associated company of Joy Capital I, L.P. The key termsof Series C-1 Preferred Shares including redemption, conversion, dividend and liquidation, are the same as Series A-3Preferred Shares.

In January 2019, the Company issued 198,222,513 Series C-2 redeemable convertible preferred shares("Series C-2 Preferred Shares") at US$1.1047 to Antfin (Hong Kong) Holding Limited, Ducati Investment Limited, JoyCapital Opportunity, L P., CMC Downtown Holdings Limited, Banyan Partners Fund III, L.P., and Banyan Partners Fund III-A, L.P. The total proceeds from the issuance of Series C-2 Preferred Shares was US$218,985 (equivalent to RMB1,500,416).The issuance cost was RMB2,411. The Company also redesignated 226,297,396 Series C Preferred Shares to 226,297,396Series C-2 Preferred Shares. The key terms of Series C-2 Preferred Shares including redemption, conversion, dividend andliquidation, are the same as Series C Preferred Shares.

(b) In January 2019, the Company repurchased 1,922,700 shares of options issued to employees for cash in the amountof RMB14,400 (US$2,125) and repurchased 6,210,000 ordinary shares from Founders for cash in the amount of RMB46,511(US$6,862).

(c) In December 2018, the Group entered into an agreement with the shareholders of Hanzhou AishangzuTechnology Co., Ltd. ("Aishangzu") to acquire its subsidiaries. Aishangzu is primarily engaged in leasing apartments fromproperty owners, designs, renovates and furnishes such apartments and then leases to residents. To facilitate the transaction,Aishangzu agreed to transfer all of the equity interests of its subsidiaries it held to Hanzhou AishangdankeTechnology Co., Ltd. ("Aishangdanke"), a newly established wholly-owned subsidiary of Aishangzu. In March 2019, theGroup completed the acquisition of Aishangdanke and their wholly-owned and majority-owned subsidiaries. Before March2019, the Group paid RMB189,643 to Aishangzu, for the purpose of settling payables of those subsidiaries due to Aishangzu.The Group agreed to pay RMB200,000 to the shareholders of Aishangzu by the instalments as: (i) RMB80,000 upon closingof the transaction; (ii) RMB60,000 within 6 months after closing; (iii) RMB40,000 within 12 months after closing; and(iv) RMB20,000 within 24 months after closing. As of acquisition date, the total fair value of the considerations for theacquisition amounted to RMB369,953. The fair value of non-controlling interest amounting to RMB344 was measured basedon the purchase price, taking into account a discount reflective of the non-controlling nature of the interest.

F-47



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(All amounts in thousands, except for share and per share data)19. SUBSEQUENT EVENTS (Continued)

The transaction was accounted for as a business combination. The determination of fair values of the identifiable assets acquiredand liabilities assumed is based on various assumptions and valuation methodologies requiring considerable management judgment. Themost significant variables in these valuations are discount rates, terminal values, the number of years on which to base the cash flowprojections, as well as the assumptions and estimates used to determine the cash inflows and outflows. Management determinesdiscount rates to be used based on the risk inherent in the related activity's current business model and industry comparisons. Terminalvalues are based on the expected life of products and forecasted life cycle and forecasted cash flows over that period. The Company'sestimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and,as a result, actual results may differ from estimates. Any changes to provisional amounts identified during the measurement period arerecognized in the reporting period in which the adjustment amounts are determined. The fair value of assets acquired and liabilitiesassumed as of the date of acquisition was as follows:

The acquired intangible assets primarily consist of trademark and internet domain name, mobile application, non-competeagreements and customer relationships.

Goodwill arising from this acquisition was attributable to the synergies expected from the combined business.Unaudited Pro Forma Financial Information:

The following unaudited pro forma financial information presents the consolidated results of operations of the Company as if theacquisitions had been completed on January 1, 2017. The unaudited pro forma financial information is supplemental information onlyand is not necessarily indicative of the Company's consolidated results of operations actually would have been had the acquisitions beencompleted on January 1, 2017. In addition, the unaudited pro forma financial

F-48

RMB

Cash consideration 369,953Fair value of non-controlling interests 344Fair values of identifiable assets acquired and liabilities assumed

Current assets 56,699Property and equipment, net 299,323Intangible assets, net 195,000Other current liabilities (518,972)Deferred tax income liabilities (9,208)

Net assets acquired 22,842Goodwill 347,455



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(All amounts in thousands, except for share and per share data)19. SUBSEQUENT EVENTS (Continued)information does not attempt to project the future consolidated results of operations of the Company after the acquisitions.

20. PARENT ONLY FINANCIAL INFORMATIONFor the presentation of the parent only condensed financial information, the Company records its investment in subsidiaries and

VIEs which it effectively controls through contractual agreements, under the equity method of accounting as prescribed in ASC 323,Investments-Equity Method and Joint Ventures. Such investments are fully impaired on the condensed balance sheets and subsidiariesand VIEs' profit or loss as "Share of losses from subsidiaries, VIE and VIE's subsidiaries" on the condensed statements of operations.The parent only condensed financial information should be read in conjunction with the Company's consolidated financial statements.

As of December 31, 2018, there were no material contingencies, significant provisions of long-term obligations, mandatorydividend or redemption requirements of redeemable stocks of the Company, except for those, which have been separately disclosed inthe consolidated financial statements.

F-49

Year Ended December31,

2017 2018

RMB RMB

Revenue 1,463,558 3,723,290Net loss (555,777) (1,612,309)Net loss per share-basic and diluted (5.10) (9.28)



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(All amounts in thousands, except for share and per share data)20. PARENT ONLY FINANCIAL INFORMATION (Continued)(a) Condensed Balance Sheets

F-50

As of December 31,

2017 2018

RMB RMB

AssetsCurrent assetsCash 89,738 962,692Restricted cash � 535,330Prepaid expenses and other current assets � 4,261

Total current assets and total assets 89,738 1,502,283

LiabilitiesCurrent liabilityAmounts due to subsidiaries and consolidated VIEs 949 75,219

Total current liabilities and total liabilities 949 75,219

Mezzanine equitySeries A-1 Convertible Preferred Shares 1,335 1,402Series A-2 Redeemable Convertible Preferred Shares 28,615 32,156Series A-2-I Redeemable Convertible Preferred Shares 6,256 6,826Series A-3 Redeemable Convertible Preferred Shares 104,455 118,316Series B-1 Redeemable Convertible Preferred Shares � 440,721Series B-2 Redeemable Convertible Preferred Shares � 510,802Series C Redeemable Convertible Preferred Shares � 1,749,409

Total mezzanine equity 140,661 2,859,632

Shareholders' deficitOrdinary Shares 35 35Accumulated other comprehensive income (loss) 836 (4,291)Accumulated deficit (52,743) (1,428,312)

Total shareholders' deficit (51,872) (1,432,568)

Total liabilities, mezzanine equity and shareholders' deficit 89,738 1,502,283



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(All amounts in thousands, except for share and per share data)20. PARENT ONLY FINANCIAL INFORMATION (Continued)(b) Condensed Statements of Operations

(c) Condensed statements of cash flows

F-51

For the Year Ended

December 31,

2017 2018

RMB RMB

General and Administrative expenses (9,041) (13,052)

Loss from operations (9,041) (13,052)Share of losses from subsidiaries, VIE and VIE's subsidiaries (9,350) (1,265,181)Change in fair value of convertible loan 441 (6,962)Interest income 551 14,950

Loss before income tax (17,399) (1,270,245)Income tax expense � �

Net loss (17,399) (1,270,245)

For the Year Ended

December 31,

2017 2018

RMB RMB

Net cash provided by operating activities 509 9,424Net cash used in investing activities (3,141) (1,196,639)Net cash provided by financing activities 100,559 2,551,618Effect of foreign currency exchange rate changes on cash and restricted

cash(8,189) 43,881

Net increase in cash and restricted cash 89,738 1,408,284Cash and restricted cash at the beginning of the year � 89,738

Cash and restricted cash at the end of the year 89,738 1,498,022



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UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS


The accompanying notes are an integral part of these unaudited condensedconsolidated financial statements.

F-52

As of

December 31,

2018September 30, 2019

RMB RMB US$

(Note (1b))

ASSETSCurrent assets:Cash 1,087,258 376,527 52,678Term deposits 137,264 � �

Restricted cash 1,362,266 1,698,655 237,651Accounts receivable, net 1,456 3,484 487Advance to landlords 301,190 296,825 41,527Prepayments and other current assets 265,794 598,937 83,792

Total current assets 3,155,228 2,974,428 416,135

Non-current assets:Restricted cash 16,010 222,606 31,144Property and equipment, net 1,989,630 3,002,648 420,086Intangible asset, net 2,053 167,564 23,443Goodwill � 347,455 48,611Deposits to landlords 414,754 593,429 83,024Other non-current assets 251,936 366,302 51,248

Total non-current assets 2,674,383 4,700,004 657,556

Total assets 5,829,611 7,674,432 1,073,691



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PHOENIX TREE HOLDINGS LIMITEDUNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)



F-53

As of

December 31,


RMB RMB US$

(Note (1b))

LIABILITIESCurrent liabilities:Short-term borrowings and current portion of long-term borrowings

(including short-term borrowings and current portion of long-termborrowings of the consolidated VIEs and their wholly-ownedsubsidiaries without recourse to the Company of RMB2,890,842 andRMB2,761,080 as of December 31, 2018 and September 30, 2019,respectively)

2,890,842 4,507,104 630,567

Accounts payable (including accounts payable of the consolidated VIEsand their wholly-owned subsidiaries without recourse to the Companyof RMB358,466 and RMB80,850 as of December 31, 2018 andSeptember 30, 2019, respectively)

718,890 595,685 83,339

Rental payable (including rental payable of the consolidated VIEs andtheir wholly-owned subsidiaries without recourse to the Company ofRMB180,994 and RMB162,960 as of December 31, 2018 andSeptember 30, 2019, respectively)

180,994 443,257 62,014

Advance from residents (including advance from residents of theconsolidated VIEs and their wholly-owned subsidiaries withoutrecourse to the Company of RMB279,534 and RMB304,019 as ofDecember 31, 2018 and September 30, 2019, respectively)

279,534 794,288 111,125

Amount due to a related party (including due to a related party of theconsolidated VIE without recourse to the Company of RMB10,343 andRMB11,343 as of December 31, 2018 and September 30, 2019,respectively)

10,343 11,343 1,587

Deposits from residents (including deposits from residents of theconsolidated VIEs and their wholly-owned subsidiaries withoutrecourse to the Company of RMB287,304 and RMB297,549 as ofDecember 31, 2018 and September 30, 2019, respectively)

287,304 621,087 86,893

Accrued expenses and other current liabilities (including accruedexpenses and other current liabilities of the consolidated VIEs andtheir wholly-owned subsidiaries without recourse to the Company ofRMB203,994 and RMB241,091 as of December 31, 2018 andSeptember 30, 2019, respectively)

214,170 462,200 64,664

Total current liabilities 4,582,077 7,434,964 1,040,189



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F-54

As of

December 31,


RMB RMB US$

(Note (1b))

Non-current liabilities:Long-term borrowings, excluding current portion (including long-term

borrowings, excluding current portion of the consolidated VIEs andtheir wholly-owned subsidiaries without recourse to the Company ofRMB182,646 and RMB190,606 as of December 31, 2018 andSeptember 30, 2019, respectively)

182,646 194,158 27,164

Deferred income tax liabilities � 7,042 985Other non-current liabilities (including other non-current liabilities of the

consolidated VIEs and their wholly-owned subsidiaries withoutrecourse to the Company of RMB51,539 and RMB3,812 as ofDecember 31, 2018 and September 30, 2019, respectively)

51,539 25,289 3,538

Total non-current liabilities 234,185 226,489 31,687

Total liabilities 4,816,262 7,661,453 1,071,876

Commitments and contingencies (Note 17)



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As of

December 31,

2018

September 30,

2019

RMB RMB US$

(Note

(1b))

MEZZANINE EQUITYSeries A-1 Convertible Preferred Shares (US$0.00002 par value, 118,750,000

shares authorized, issued and outstanding as of December 31, 2018 andSeptember 30, 2019; Liquidation value of RMB1,402 and RMB1,445 as ofDecember 31, 2018 and September 30, 2019)

1,402 1,445 202

Series A-2 Redeemable Convertible Preferred Shares (US$0.00002 par value,143,750,000 shares authorized, issued and outstanding as of December 31,2018 and September 30, 2019, Redemption value of RMB32,156 andRMB34,734 as of December 31, 2018 and September 30, 2019; Liquidationvalue of RMB35,517 and RMB36,602 as of December 31, 2018 andSeptember 30, 2019)

32,156 34,734 4,859

Series A-2-I Redeemable Convertible Preferred Shares (US$0.00002 parvalue, 16,967,466 shares authorized, issued and outstanding as ofDecember 31, 2018 and September 30, 2019, Redemption value ofRMB6,826 and RMB7,238 as of December 31, 2018 and September 30,2019; Liquidation value of RMB7,401 and RMB7,627 as of December 31,2018 and September 30, 2019)

6,826 7,238 1,013

Series A-3 Redeemable Convertible Preferred Shares (US$0.00002 par value,283,220,939 and 256,065,251 shares authorized, 275,076,555 and256,065,251 shares issued and outstanding as of December 31, 2018 andSeptember 30, 2019, Redemption value of RMB118,316 and RMB118,982as of December 31, 2018 and September 30, 2019; Liquidation value ofRMB149,981 and RMB159,140 as of December 31, 2018 andSeptember 30, 2019)

118,316 118,982 16,646

Series B-1 Redeemable Convertible Preferred Shares (US$0.00002 par value,183,823,115 shares authorized, issued and outstanding as of December 31,2018 and September 30, 2019, Redemption value of RMB440,721 andRMB481,099 as of December 31, 2018 and September 30, 2019;Liquidation value of RMB617,688 and RMB636,561 as of December 31,2018 and September 30, 2019)

440,721 481,099 67,308

Series B-2 Redeemable Convertible Preferred Shares (US$0.00002 par value,141,000,686 shares authorized, issued and outstanding as of December 31,2018 and September 30, 2019, Redemption value of RMB510,802 andRMB557,600 as of December 31, 2017 and 2018; Liquidation value ofRMB731,473 and RMB753,822 as of December 31, 2018 andSeptember 30, 2019)

510,802 557,600 78,011



F-55



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F-56

As of

December 31,


RMB RMB US$

(Note (1b))

Series C Redeemable Convertible Preferred Shares (US$0.00002 parvalue, 226,297,396 and nil shares authorized, issued and outstandingas of December 31, 2018 and September 30, 2019, Redemption valueof RMB1,749,409 and nil as of December 31, 2018 andSeptember 30, 2019; Liquidation value of RMB1,715,800 and nil asof December 31, 2018 and September 30, 2019)

1,749,409 � �

Series C-1 Redeemable Convertible Preferred Shares (US$0.00002 parvalue, nil and 27,155,688 shares authorized, issued and outstandingas of December 31, 2018 and September 30, 2019, Redemption valueof nil and RMB12,694 as of December 31, 2018 and September 30,2019; Liquidation value of nil and RMB15,259 as of December 31,2018 and September 30, 2019)

� 12,694 1,776

Series C-2 Redeemable Convertible Preferred Shares (US$0.00002 parvalue, nil and 424,519,909 shares authorized, issued and outstandingas of December 31, 2018 and September 30, 2019, Redemption valueof nil and RMB3,544,785 as of December 31, 2018 andSeptember 30, 2019; Liquidation value of nil and RMB3,317,081 asof December 31, 2018 and September 30, 2019)

� 3,544,785 495,934

Total mezzanine equity 2,859,632 4,758,577 665,749

SHAREHOLDERS' DEFICITOrdinary Shares (US$0.00002 par value, 1,386,190,398 shares and

1,187,967,885 shares authorized as of December 31, 2018 andSeptember 30, 2019; 287,500,000 shares and 281,290,000 sharesissued and outstanding as of December 31, 2018 and September 30,2019)

35 35 5

Accumulated other comprehensive loss (3,061) (91,602) (12,816)Accumulated deficit (1,839,123) (4,649,047) (650,426)

Total shareholders' deficit attributable to ordinary shareholders (1,842,149) (4,740,614) (663,237)Non-controlling interest (4,134) (4,984) (697)

Total shareholders' deficit (1,846,283) (4,745,598) (663,934)

Total liabilities, mezzanine equity and shareholders' deficit 5,829,611 7,674,432 1,073,691



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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS



F-57

For the nine month Periods

Ended September 30,

2018 2019

RMB RMBUS$(Note

(1b))

Revenues 1,673,002 4,999,740 699,489Operating Expenses:Rental cost (1,300,709) (4,450,199) (622,606)Depreciation and amortization (227,339) (790,357) (110,575)Other operating expenses (187,436) (552,859) (77,348)Pre-opening expense (181,292) (186,344) (26,070)Sales and marketing expenses (287,881) (793,722) (111,046)General and administrative expenses (129,307) (395,766) (55,370)Technology and product development expenses (71,281) (143,601) (20,091)

Operating loss (712,243) (2,313,108) (323,617)Change in fair value of convertible loan (6,962) � �

Interest expenses (101,906) (252,981) (35,393)Interest income 6,449 47,702 6,674Investment income 1,778 � �

Loss before income taxes (812,884) (2,518,387) (352,336)

Income tax benefit/(expense) (112) 2,167 303

Net loss (812,996) (2,516,220) (352,033)Net income attributable to non-controlling interest � (1,194) (167)

Net loss attributable to Phoenix Tree Holdings Limited (812,996) (2,515,026) (351,866)

Accretion and modification of redeemable convertible preferred shares (51,030) (252,899) (35,382)

Net loss attributable to ordinary shareholders of Phoenix TreeHoldings Limited

(864,026) (2,767,925) (387,248)



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PHOENIX TREE HOLDINGS LIMITEDUNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Continued)



F-58

For the nine month Periods Ended

September 30,

2018 2019

RMB RMB US$

(Note (1b))

Net loss (812,996) (2,516,220) (352,033)

Other comprehensive loss:

Foreign currency translation adjustment, net of nil income taxes (5,695) (88,541) (12,387)Less: reclassification adjustment for gain on available-for-sale

securities realized in net income, net of income taxes ofRMB112

(337) � �

Comprehensive loss (819,028) (2,604,761) (364,420)Comprehensive income attributable to non-controlling interests � (1,194) (167)

Comprehensive loss attributable to ordinary shareholders ofPhoenix Tree Holdings Limited

(819,028) (2,603,567) (364,253)

Net loss per share�Basic and diluted (4.89) (11.40) (1.60)Weighted average number of shares outstanding used in

computing net loss per share�Basic and diluted 176,692,708 242,698,917 242,698,917



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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.F-59


September 30,

2018 2019

RMB RMB US$

(Note (1b))

CASH FLOWS FROM OPERATING ACTIVITIESNet cash used in operating activities (697,813) (1,629,289) (227,945)

CASH FLOWS FROM INVESTING ACTIVITIESPurchase of property and equipment (651,856) (1,595,771) (223,257)Purchase of intangible assets (2,175) � �

Investment in term deposits � (137,724) (19,268)Proceeds from maturity of term deposits � 274,988 38,472Payments for business acquisition � (196,930) (27,552)Cash acquired from business acquisition � 7,235 1,012Prepaid deposit for business acquisition � (20,624) (2,885)Purchase of short-term investments (80,000) � �

Proceeds from sales of short-term investments 231,878 � �

Net cash used in investing activities (502,153) (1,668,826) (233,478)



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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)


The fair values of non-cash assets acquired and liabilities assumed in business acquisition were RMB898,477 and RMB528,180,respectively. See notes 3.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.F-60


September 30,

2018 2019

RMB RMB US$

(Note (1b))

CASH FLOWS FROM FINANCING ACTIVITIESProceeds from bank borrowings 3,771,617 6,408,490 896,581Repayment of bank borrowings (2,435,246) (4,780,716) (668,847)Payment for initial public offering ("IPO") costs � (1,449) (203)Interest free loan provided by a related party � 1,000 140Proceeds from Series A-3 Redeemable Convertible Preferred Shares � 3,038 425Proceeds from Series B-1 Redeemable Convertible Preferred Shares 379,542 � �

Payments of issuance cost of Series B-1 Redeemable ConvertiblePreferred Shares

(8,091) � �

Proceeds from Series B-2 Redeemable Convertible Preferred Shares 321,040 � �

Payments of issuance cost of Series B-2 Redeemable ConvertiblePreferred Shares

(3,249) � �

Proceeds from Series C-2 Redeemable Convertible Preferred Shares � 1,500,416 209,916Payments of issuance cost of Series C-2 Redeemable Convertible

Preferred Shares� (2,411) (337)

Repurchase of ordinary shares � (46,510) (6,507)Proceeds from issuance of convertible loan 126,206 � �

Net cash provided by financing activities 2,151,819 3,081,858 431,168

Effect of foreign currency exchange rate changes on cash and restrictedcash

72,032 48,511 6,787

Net increase/(decrease) in cash and restricted cash 1,023,885 (167,746) (23,468)Cash and restricted cash at the beginning of the period 214,002 2,465,534 344,941

Cash and restricted cash at the end of the period 1,237,887 2,297,788 321,473

Supplemental disclosure of cash flow information:Interest paid 101,896 249,367 34,888Accrual of purchase of property and equipment 519,657 595,685 83,339Issuance of Series B-2 Redeemable Convertible Preferred Shares upon

conversion of convertible loan133,168 � �

Consideration payable for business acquisition � 128,023 17,911



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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(All amounts in thousands, except for share and per share data)1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(a) Basis of presentation

The accompanying unaudited condensed consolidated financial statements of Phoenix Tree Holdings Limited ("Phoenix Tree" or"the Company"), their wholly-owned subsidiaries, consolidated variable interest entities ("VIEs") and VIEs' wholly-owned subsidiaries(collectively referred to as "the Group") have been prepared in accordance with accounting principles generally accepted in the UnitedStates of America ("U.S. GAAP"). Certain information and footnote disclosures normally included in financial statements prepared inaccordance with U.S. GAAP have been condensed or omitted as permitted by rules and regulations of the U.S. Securities and ExchangeCommission ("SEC"). The unaudited condensed consolidated balance sheet as of December 31, 2018 was derived from the auditedconsolidated financial statements of the Group. The accompanying unaudited condensed consolidated financial statements should beread in conjunction with the audited consolidated financial statements of the Group as of and for the year end December 31, 2018.

In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair statementof the financial position as of September 30, 2019, the results of operations and cash flows for the nine months ended September 30,2018 and 2019, have been made.

The preparation of the unaudited condensed consolidated financial statements in accordance with U.S. GAAP requiresmanagement to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures ofcontingent assets and liabilities at the balance sheet date, and the reported revenues and expenses during the reported periods in theunaudited condensed consolidated financial statements and accompanying notes. Significant accounting estimates include, but notlimited to, useful lives of property and equipment, impairment of goodwill and long-lived assets, the fair value of the identifiable assetsacquired and liabilities assumed in the business acquisition, the realization of deferred income tax assets, the fair value of share-basedcompensation awards, convertible loan, ordinary shares and the convertible redeemable preferred shares. Changes in facts andcircumstances may result in revised estimates. Actual results could differ from those estimates, and as such, differences may be materialto the unaudited consolidated financial statements.

The accompanying unaudited condensed consolidated financial statements were prepared on a going concern basis, whichcontemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Group has incurred lossessince its inception. As of September 30, 2019, the Group had an accumulated deficit of RMB4,649,047 and its consolidated currentliabilities exceeded current assets in the amount of RMB4,460,536. In addition, for the nine month period ended September 30, 2019,the Group recorded operating cash outflows in the amount of RMB1,629,289. Historically, the Group had relied principally on proceedsfrom the issuance of preferred shares and borrowings from banks and financial institutions. These include rent financing arrangementswhere the Group received cash at the beginning of the lease term from financial institutions the majority of rental fee of the underlyinglease agreements the Group entered into with individual residents, to fund the Group's working capital requirements and investingactivities. In October 2019, CMC Downtown II Holdings Limited and Juneberry Investment Holdings Limited entered into agreementswith the Company to purchase 71,828,809 and 64,645,928 Series D redeemable convertible preferred shares, respectively, at US$1.3922per share with a total consideration of US$190,000. The Company received US$100,000 in October 2019 and expected to receive theremaining US$90,000 in November 2019. See Note 20.

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PHOENIX TREE HOLDINGS LIMITEDNOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)


Management believes that the amount of available cash balance as of September 30, 2019, cash proceeds from the issuance ofSeries D redeemable convertible preferred shares subsequent to September 30, 2019, and forecasted net cash flows for a period of oneyear after the issuance of the unaudited condensed consolidated financial statements will be sufficient for the Group to satisfy itsobligations and commitments when they become due for a reasonable period of time. The forecasted cash flow has taken into accountthe expected available rent financing arrangements in the normal course of the Group's business, and cash proceeds from the issuance ofSeries D redeemable convertible preferred shares. Management also believes that the Group can adjust the pace of its businessexpansion and control operating expenses when necessary. The accompanying unaudited condensed consolidated financial statementshave been prepared on the basis the Group will be able to continue as a going concern for a period extending at least one year beyondthe date that the unaudited condensed consolidated financial statements are issued.(b) Convenience Translation

Translations of the unaudited condensed consolidated financial statements from RMB into US$ as of and for the nine-month periodended September 30, 2019 are solely for the convenience of the readers and were calculated at the rate of US$1.00=RMB7.1477,representing the noon buying rate in The City of New York for cable transfers of RMB as certified for customs purposes by the FederalReserve Bank of New York on September 30, 2019. No representation is made that the RMB amounts could have been, or could be,converted, realized or settled into US$ at that rate on September 30, 2019, or at any other rate.(c) Summary financial information of the Group's VIEs in the unaudited condensed consolidated financial statements

The following unaudited condensed consolidated assets and liabilities of the Group's VIEs as of December 31, 2018 andSeptember 30, 2019, and unaudited condensed consolidated revenues, net loss

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(All amounts in thousands, except for share and per share data)1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)and cash flow information for the nine-month periods ended September 30, 2018 and 2019, have been included in the accompanyingunaudited condensed consolidated financial statements:

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As of

December 31,

2018

September 30,

2019

RMB RMB

Cash 25,287 172,740Restricted cash 139,581 136,035Accounts receivable, net 1,456 1,244Amounts due from related parties* 473,641 277,537Advance to landlords 301,190 134,419Prepayments and other current assets 258,269 550,433Total current assets 1,199,424 1,272,408Restricted cash 16,010 2,564Property and equipment, net 1,989,630 1,130,108Intangible asset, net 2,053 1,898Deposits to landlords 414,754 336,909Other non-current assets 251,936 174,827Total non-current assets 2,674,383 1,646,306Total assets 3,873,807 2,918,714Short-term borrowings and current portion of long-term borrowings 2,890,842 2,761,080Accounts payable 358,466 80,850Rental payable 180,994 162,960Advance from residents 279,534 304,019Amount due to related parties* 1,127,431 1,616,705Deposits from residents 287,304 297,549Accrued expenses and other current liabilities 203,994 241,091Total current liabilities 5,328,565 5,464,254Long-term borrowings, excluding current portion 182,646 190,606Deposits from residents 51,539 3,812Total non-current liabilities 234,185 194,418Total liabilities 5,562,750 5,658,672*

Amounts due from related parties include amounts due from the Company and their wholly-owned subsidiaries, which are eliminated upon

consolidation. Amounts due to related parties include amounts due to the Company and their wholly-owned subsidiaries in the amount of

RMB1,117,088 and RMB1,605,362 as of December 31, 2018 and September 30, 2019, respectively, which are eliminated upon consolidation.



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(d) Impairment of goodwillGoodwill is not amortized, but tested for impairment annually as of December 31 or more frequently if event and circumstances

indicate that they might be impaired.Goodwill represents the excess of the purchase price and fair value of non-controlling interest over the fair value of identifiable net

assets acquired in business combinations. Accounting Standards Codification ("ASC") 350-20 permits the Group to first assessqualitative factors to determine whether it is "more likely than not" that the fair value of a reporting unit is less than its carrying amountas a basis for determining whether it is necessary to perform the quantitative impairment test, using a two -step approach. If this is thecase, the two-step goodwill impairment test is required. If it is more likely-than-not that the fair value of a reporting unit is greater thanits carrying amount, the two-step goodwill impairment test is not required.

If the two-step goodwill impairment test is required, the first step compares the fair values of each reporting unit to its carryingamount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill is not considered impaired andthe second step will not be required. If the carrying amount of a reporting unit exceeds its fair value, the second step compares theimplied fair value of the affected reporting unit's goodwill to the carrying value of that goodwill. The implied fair value of goodwill isdetermined in a manner similar to accounting for a business combination with the allocation of the assessed fair value determined in thefirst step to the assets and liabilities of the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned tothe assets and liabilities is the implied fair value of goodwill. This allocation process is only performed for purposes of evaluatinggoodwill impairment and does not result in an entry to adjust the value of any assets or liabilities. An impairment loss is recognized forany excess in the carrying value of goodwill over the implied fair value of goodwill. In estimating the fair value of each reporting unitthe Group estimates the future cash flows of each reporting unit, the Group has taken into consideration the

F-64

For the nine-month

periods ended September 30,

2018 2019

RMB RMB

Revenues 1,673,002 2,519,541Net loss (786,684) (1,521,242)Net cash used in operating activities (666,914) 42,749Net cash used in investing activities (502,153) (620,118)Net cash provided by financing activities 1,336,371 777,367Net increase in cash and restricted cash 167,304 199,998Cash and restricted cash at the beginning of the period* 124,264 111,341Cash and restricted cash at the end of the period 291,568 311,339*

Starting from February 2019, the Group is in the process of transferring the VIE's subsidiaries to the Company's wholly-owned subsidiaries.

For the nine-month period ended September 30, 2019, there were 8 VIE's subsidiaries transferred to the Company's wholly-owned

subsidiaries.



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(All amounts in thousands, except for share and per share data)1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)overall and industry economic conditions and trends, market risk of the Group and historical information.

No impairment of goodwill was recognized for the nine-month periods ended September 30, 2018 and 2019.(e) Business combinations

The Company accounts for its business combinations using the acquisition method of accounting in accordance with ASC Topic805, Business Combinations. The consideration transferred in an acquisition is measured as the aggregate of the fair values at the date ofexchange of the assets given. The costs directly attributable to the acquisition are expensed as incurred. Identifiable assets, liabilities andcontingent liabilities acquired or assumed are measured separately at their fair value as of the acquisition date, irrespective of the extentof any non-controlling interests. The excess of (i) the total of cost of acquisition, fair value of the non-controlling interests andacquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of theacquiree, is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, thedifference is recognized directly in earnings.(f) Concentration and riskConcentration of customers and suppliers

There are no customers or suppliers from whom revenue or purchases individually represent greater than 10% of the total revenuesor the total purchases of the Group for the nine-month periods ended September 30, 2018 and 2019.Concentration of credit risk

Financial instruments that potentially expose the Group to concentrations of credit risk consist principally of cash, term depositsand restricted cash.

The Group's investment policy requires cash, term deposits and restricted cash to be placed with high-quality financial institutionsand to limit the amount of credit risk from any one institution. The Group regularly evaluates the credit standing of the counterparties orfinancial institutions.Interest rate risk

The Group's exposure to interest rate risk primarily relates to the Group's short-term and long-term bank borrowings. As part of itsasset and liability risk management, the Group reviews and takes appropriate steps to manage its interest rate exposures on its interest-bearing assets and liabilities. The Group has not been exposed to material risks due to changes in market interest rates, and not used anyderivative financial instruments to manage the interest risk exposure during the periods presented.

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(All amounts in thousands, except for share and per share data)1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)(g) Recent Accounting Pronouncements

In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment ("ASU 2017-04"), whichsimplifies the accounting for goodwill impairment by eliminating Step two from the goodwill impairment test. If the carrying amount ofa reporting unit exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess, versus determining animplied fair value in Step two to measure the impairment loss. The guidance is effective for annual and interim impairment testsperformed in periods beginning after December 15, 2019. Early adoption is permitted for all entities for annual and interim goodwillimpairment testing dates on or after January 1, 2017. The guidance should be applied on a prospective basis. The Group is stillevaluating the effect that this accounting standard will have on the consolidated financial statements and related disclosures.2. CASH AND RESTRICTED CASH

A reconciliation of cash and restricted cash in the unaudited condensed consolidated balance sheets to the amounts in the unauditedcondensed consolidated statements of cash flows is as follows:

3. BUSINESS COMBINATIONIn December 2018, the Group entered into an agreement with the shareholders of Hanzhou Aishangzu Technology Co., Ltd.

("Aishangzu") to acquire its subsidiaries. Aishangzu is primarily engaged in leasing apartments from property owners, designs,renovates and furnishes such apartments and then leases to residents. To facilitate the transaction, Aishangzu agreed to transfer all of theequity interests of its subsidiaries it held to Hanzhou Aishangdanke Technology Co., Ltd. ("Aishangzudanke"), a newly establishedwholly-owned subsidiary of Aishangzu. In March 2019, the Group completed the acquisition of Aishangzudanke and their wholly-owned and majority-owned subsidiaries. Before March 2019, the Group paid RMB189,643 to Aishangzu, for the purpose of settlingpayables of those subsidiaries due to Aishangzu. The Group agreed to pay RMB200,000 to the shareholders of Aishangzu by theinstalments as: (i) RMB80,000 upon closing of the transaction; (ii) RMB60,000 within 6 months after closing; (iii) RMB40,000 within12 months after closing; and (iv) RMB20,000 within 24 months after closing. As of acquisition date, the total fair value of theconsiderations for the acquisition amounted to RMB369,953. The fair value of non-controlling interest amounting to RMB344 wasmeasured based on the purchase price, taking into account a discount reflective of the non-controlling nature of the interest. As ofSeptember 30, 2019, the outstanding consideration of RMB113,223 and

F-66

As of

December 31,

2018

September 30,

2019

RMB RMB

Cash 1,087,258 376,527Restricted cash-current 1,362,266 1,698,655Restricted cash-non current 16,010 222,606

Total cash and restricted cash shown in the unaudited condensedconsolidated statement of cash flows

2,465,534 2,297,788



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(All amounts in thousands, except for share and per share data)3. BUSINESS COMBINATION (Continued)RMB14,800 was recorded in accrued expenses and other current liabilities and other non-current liabilities in the unaudited condensedconsolidated balance sheets, respectively.

The transaction was accounted for as a business combination. The determination of fair values of the identifiable assets acquiredand liabilities assumed is based on various assumptions and valuation methodologies requiring considerable management judgment. Themost significant variables in these valuations are discount rates, terminal values, the number of years on which to base the cash flowprojections, as well as the assumptions and estimates used to determine the cash inflows and outflows. Management determinesdiscount rates to be used based on the risk inherent in the current business model and industry comparisons. Terminal values are basedon the expected life of products and forecasted life cycle and forecasted cash flows over that period. The Company's estimates of fairvalue are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actualresults may differ from estimates. Any changes to provisional amounts identified during the measurement period are recognized in thereporting period in which the adjustment amounts are determined. The fair value of assets acquired and liabilities assumed as of the dateof acquisition was as follows:

The acquired intangible assets primarily consist of trademark and internet domain name, mobile application, non-competeagreements and customer relationships. Goodwill arising from this acquisition was attributable to the synergies expected from thecombined business. The financial results of the Aishangzu have been included in the Group's consolidated financial statements since thedate the Group obtained control. For the period from the acquisition date through September 30, 2019, the business acquired in 2019contributed RMB381,433 and RMB61,636 in revenues and net loss, respectively.

Unaudited Pro Forma Financial Information:The following unaudited pro forma financial information presents the consolidated results of operations of the Group as if the

acquisitions had been completed on January 1, 2018. The unaudited pro forma financial information is supplemental information onlyand is not necessarily indicative of the Group's consolidated results of operations actually would have been had the acquisitions been

F-67

RMB

Cash consideration 369,953Fair value of non-controlling interests 344Fair values of identifiable assets acquired and liabilities assumed

Current assets 56,699Property and equipment, net 299,323Intangible assets, net 195,000Other current liabilities (518,972)Deferred income tax liabilities (9,208)

Net assets acquired 22,842Goodwill 347,455



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(All amounts in thousands, except for share and per share data)3. BUSINESS COMBINATION (Continued)completed on January 1, 2018. In addition, the unaudited pro forma financial information does not attempt to project the futureconsolidated results of operations of the Group after the acquisitions.

4. PREPAYMENTS AND OTHER CURRENT ASSETSPrepayments and other current assets at December 31, 2018 and September 30, 2019 consisted of the following:

F-68

Nine-month periods Ended

September 30,

2018 2019

RMB RMB

Revenues 2,454,042 5,197,016Net loss (978,240) (2,568,397)Net loss per share-basic and diluted (5.83) (11.62)

As of

December 31,

2018

September 30,

2019

RMB RMB

Deductible input VAT 118,850 264,215Deferred rental commission 48,731 98,342Deposits to landlords 21,924 31,322Prepaid marketing expense 21,532 29,409Receivables from payment platform 23,127 64,393Interest receivable 8,260 27,475Other receivable (a) � 21,219Others 23,370 62,562

Prepayments and Other Current Assets 265,794 598,937

(a)In January 2019, the Company made a deposit for the business acquisition of US$3,000 to Bennet Holding Co., Ltd ("Bennet"). The

Company subsequently determined not to continue the acquisition and Bennet will repay the deposit to the Company according to the

agreement between the Company and Bennet. The Company expects to collect the deposit by early 2020.



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(All amounts in thousands, except for share and per share data)5. PROPERTY AND EQUIPMENT, NET

Property and equipment at December 31, 2018 and September 30, 2019 consisted of the following:

Depreciation expenses of leasehold improvement, furniture and appliances for apartments were RMB226,998 and RMB757,292 forthe nine-month periods ended September 30, 2018 and 2019, respectively. Depreciation expenses of leasehold improvement, furniture,electronic equipment and software for offices were RMB235 and RMB3,471 for the nine-month periods ended September 30, 2018 and2019, respectively.6. GOODWILL AND INTANGIBLE ASSETS

The Group's goodwill and intangible assets consist of the following:

The amortization expenses incurred for the nine-month periods ended September 30, 2018 and 2019 was RMB106 andRMB29,594 respectively.

F-69

As of

December 31,

2018

September 30,

2019

RMB RMB

Apartment:�Leasehold improvement 1,529,995 2,683,800�Furniture and appliances 900,379 1,512,292�Leasehold improvement under construction 56,140 30,930

Office:�Leasehold improvement, furniture, electronic equipment, and

software6,698 37,365

Property and Equipment 2,493,212 4,264,387

Less: Accumulated depreciation (503,582) (1,261,739)

Property and Equipment, net 1,989,630 3,002,648

As of

Useful lifeDecember 31,

2018

September 30,

2019

RMB RMB

Goodwill � 347,455

Intangible assets subject to amortization�Trademark and internet domain name 9 years 2,175 80,280�Mobile application 3 years � 23,000�Non-compete 2 years � 10,000�Customer relationships 2 years � 84,000Total Intangible Assets 2,175 197,280

Less: accumulated amortization (122) (29,716)

Total Intangible Assets, net 2,053 167,564



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(All amounts in thousands, except for share and per share data)6. GOODWILL AND INTANGIBLE ASSETS (Continued)

The estimated amortization expense for intangible assets in the three-month period ending December 31, 2019, and the yearsending December 31, 2020, 2021, 2022, 2023 and 2024 are RMB14,718, RMB58,873, RMB36,456, RMB10,790 and RMB8,873, andRMB8,873 respectively.7. OTHER NON-CURRENT ASSETS

Other non-current assets at December 31, 2018 and September 30, 2019 consisted of the following:

8. SHORT-TERM BORROWINGS AND CURRENT PORTION OF LONG-TERM BORROWINGS

As of

December 31,

2018

September 30,

2019

RMB RMB

Deferred rental commission 203,295 334,836Prepaid deposit for business acquisition 4(a) 45,000 �

Deferred IPO costs (a) � 9,563Others 3,641 21,903

Other non-current assets 251,936 366,302

(a)Direct costs incurred by the Company attributable to its proposed IPO of ordinary shares in the United States have been deferred and

recorded as deferred IPO costs and will be offset against the gross proceeds received from such offering.

As of

December 31,

2018

September 30,

2019

RMB RMB

Rent financing (a) 1,947,592 3,102,045Loans from financial institutions (b) 742,000 1,095,559Entrusted loan (c) 200,000 300,000Current portion of long-term borrowing 10 1,250 9,500

Short-term borrowings and current portion of long-termborrowing

2,890,842 4,507,104

(a)According to the rent financing agreements with the financial institutions, the Group is required to deposit a certain percentage of the

cash the Group receives from the financial institutions to an escrow account. The Group recognizes these payments to financial

institutions as restricted cash. As of December 31, 2018 and September 30, 2019, the restricted cash of RMB155,591 and RMB287,415

was deposited to those financial institutions.

(b)In January 2019, a PRC VIE repaid RMB66,000 and borrowed RMB62,000 for a term of six months and at an annual interest rate of

5.8% from Xiamen International Bank Co., Ltd. A restricted cash deposit of US$10,000 (equivalent to RMB68,747) was deposited by the

Company to the bank for this borrowing. In June 2019, the VIE borrowed RMB132,000 for a term of one year and at an annual interest

rate of 2.33% from Xiamen International Bank Co., Ltd. A restricted cash deposit of US$20,000 (equivalent to RMB137,494) was

deposited by the



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(All amounts in thousands, except for share and per share data)8. SHORT-TERM BORROWINGS AND CURRENT PORTION OF LONG-TERM BORROWINGS (Continued)

Company to the bank for this borrowing at the interest rate of 0.08%. As of September 30, 2019, the outstanding balance from

Xiamen International Bank Co., Ltd was RMB500,000.

In January 2019, WOFE borrowed a loan of RMB70,000 from Bank of Ningbo Co., Ltd for a term of nine months and at an annual

interest rate of 5.5%. A restricted cash deposit of RMB70,000 was deposited by WOFE to the bank for this borrowing at an annual

interest rate of 3.6%.

In January 2019, a PRC VIE entered into an agreement with Bank of Ningbo Co., Ltd for a borrowing of RMB134,626. To facilitate this

borrowing, a restricted cash deposit of RMB134,626 was deposited to the bank for a term of six months. The borrowing was repaid on

July 2019.

In April 2019, a PRC VIE entered into an agreement with Bank of Ningbo Co., Ltd for a borrowing of RMB133,590. The borrowing will

mature on April 2020. To facilitate this borrowing, a restricted cash deposit of RMB133,590 was deposited to the bank for a term of one

year.

In June 2019, a PRC subsidiary borrowed a loan of RMB10,000 from Bank of China Co., Ltd for a term of one year and at an annual

interest rate of 4.56%. To facilitate this borrowing, a guarantee was provided by a PRC VIE.

In June 2019, a PRC subsidiary borrowed a loan of RMB10,000 from Bank of China Co., Ltd for a term of six months and at an annual

interest rate of 4.56%. To facilitate this borrowing, a guarantee was provided by a PRC VIE. The subsidiary repaid RMB5,010 based on

the agreed repayment plan and the outstanding balance as at September 30, 2019 was RMB4,990.

In September 2019, a PRC VIE repaid RMB100,000 to Huaxia Bank Co., Ltd. As of September 30, 2019, the outstanding balance for

Huaxia Bank Co., Ltd was RMB150,000.

In August 2019, a PRC VIE entered into factoring agreement with Haier Factoring (Chongqing) Co., Ltd ("Haier Factoring"), pursuant to

which the VIE received a financing of RMB100,000 by factoring the right of receiving future rental fee of underlying lease agreements

from the residents to Haier Factoring. The term is one year and the annual interest rate is 8.3%. The VIE is responsible to repay the

borrowing on a monthly basis. To facilitate this borrowing, a guarantee was provided by WOFE, Jing Gao and Yan Cui, the co-founders

of the Company. The outstanding balance as of September 30, 2019 was RMB91,979.

In September 2019, a PRC subsidiary borrowed a loan of RMB15,000 from PICC Investment Management Co., Ltd for a term of one

year and at an annual interest rate of 6%. To facilitate this borrowing, a guarantee was provided by Guangdong Join-Share Financing

Guarantee Investment Co., Ltd, a third party guarantor, with an annual service fee of 0.8%.



F-71

(c)In January 2019, a PRC VIE borrowed RMB100,000 for a term of eleven months and at an annual interest rate of 5% from Shanghai AJ

Trust Co., Ltd. A restricted cash deposit of RMB102,100 deposited to the trustor, Luso International Banking Ltd, by a HK subsidiary to

facilitate this borrowing. The deposit has a one year term at an annual interest of 2%.



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(All amounts in thousands, except for share and per share data)9. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Others mainly include VAT payable and deposits refundable to residents upon termination.10. LONG-TERM BORROWINGS, EXCLUDING CURRENT PORTION

In January 2019, a PRC VIE enter into a facility agreement with Xiamen International Bank Co., Ltd. for RMB200,000 with a termof 3 years. In January 2019, the VIE borrowed RMB200,000 under this agreement for a term of 3 years and at the interest rate of 6.5%per annum. A restricted cash deposit of US$31,000 (equivalent to RMB213,115) was deposited by a HK subsidiary to the bank for thisborrowing. As of September 30, 2019, the outstanding balance was RMB196,000, among which the balance of RMB8,000 isreclassified as current portion of long-term borrowing. In June 2019, a PRC subsidiary repaid RMB500 to China Construction BankCo., Ltd based on the agreed repayment plan. As of September 30, 2019, the outstanding balance was RMB4,000, among which thebalance of RMB1,500 is reclassified as current portion of long-term borrowing.

As of September 30, 2019, the future principal payments for the Group's long-term borrowings will be due according to thefollowing payment schedule:

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As of

December 31,

2018

September 30,

2019

RMB RMB

Payroll payable 150,161 219,233Payable for business acquisition (Note 3) � 113,223Others 64,009 129,744

Accrued expenses and other current liabilities 214,170 462,200

As of

December 31,

2018

September 30,

2019

RMB RMB

Long-term bank loans 4,500 200,000Less: current portion (Note 8) (1,250) (9,500)Rent financing 179,396 3,658

Long-term borrowings, excluding current portion 182,646 194,158

RMB

Three months ending December 31, 2019 7502020 10,0002021 12,9082022 180,000

Total 203,658



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(All amounts in thousands, except for share and per share data)11. CONVERTIBLE PREFERRED SHARES

The Company's Preferred Shares activities consist of the following:

In January 2019, the Company redesignated 27,155,688 Series A-3 redeemable convertible preferred shares ("Series A-3 PreferredShares") from Joy Capital I, L.P. to 27,155,688 Series C-1 redeemable convertible preferred shares ("Series C-1 Preferred Shares") toSuccess Golden Group Limited, an associated company of Joy Capital I, L.P. The key terms of Series C-1 Preferred Shares includingredemption, conversion, dividend and liquidation, are the same as Series A-3 Preferred Shares.

In January 2019, the Company issued 198,222,513 Series C-2 redeemable convertible preferred shares ("Series C-2 PreferredShares") at US$1.1047 to Antfin (Hong Kong) Holding Limited, Ducati Investment Limited, Joy Capital Opportunity, L P., CMCDowntown Holdings Limited, Banyan Partners Fund III, L.P., and Banyan Partners Fund III-A, L.P. The total proceeds from theissuance of Series C-2 Preferred Shares was US$218,985 (equivalent to RMB1,500,416). The issuance cost was RMB2,411. TheCompany also redesignated 226,297,396 Series C Preferred Shares to 226,297,396 Series C-2 Preferred Shares. The key terms ofSeries C-2 Preferred Shares including redemption, conversion, dividend and liquidation, are the same as Series C Preferred Shares.

In August 2019, the Company received cash proceeds in the amount of $431 (equivalent to RMB3,038) from a third partyindividual for the subscription of 8,144,384 Series A-3 preferred shares, pursuant to a Series A-3 preferred shares agreement inNovember 2017.

The Company classified Series C-1 Preferred Shares and Series C-2 Preferred Shares (collectively "Preferred Shares") asmezzanine equity on the unaudited condensed consolidated balance sheets since they are contingently redeemable at the option of theholders after a specified time period.

The Company evaluated the embedded conversion option in Preferred Shares to determine if the embedded conversion optionrequire bifurcation and accounting for as a derivative. The Company concluded the embedded conversion and redemption option did not

Series A-1

Preferred

Shares

Series A-2

Preferred

Shares

Series A-2-I

Preferred

Shares

Series A-3

Preferred

Shares

Series B-1

Preferred

Shares

Series B-2

Preferred

Shares

Series C

Preferred

Shares

Series C-1

Preferred

Shares

Series C-2

Preferred

Shares

Total

equity

RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB

Balance as of

December 31,

2018

1,402 32,156 6,826 118,316 440,721 510,802 1,749,409 � � 2,859,632

Issuance for cash � � � 3,038 � � � � 1,500,416 1,503,454

Issuance cost paid � � � � � � � � (2,411) (2,411)

Redesignation of

redeemable

convertible

preferred shares

� � � (11,697) � � (1,755,247) 11,697 1,755,247 �

Accretion and

modification of

redeemable

convertible

preferred shares

� 1,545 197 5,883 26,061 30,204 5,838 600 182,571 252,899

Foreign currency

translation

adjustment

43 1,033 215 3,442 14,317 16,594 � 397 108,962 145,003

Balance as of

September 30,

2019

1,445 34,734 7,238 118,982 481,099 557,600 �� 12,694 3,544,785 4,758,577



need to be bifurcated pursuant to ASC 815 because these terms do not permit net settlement, nor they can be readily settled net by ameans outside the contract, nor they can provide for delivery of an asset that puts the holders in a position not substantially differentfrom net settlement. The Company also determined that there was no beneficial conversion feature attributable to Preferred Sharesbecause the initial effective conversion prices of Preferred Shares were higher than the fair value of the Company's ordinary shares atthe relevant commitment dates. The fair value of the Company's ordinary shares on the commitment date was estimated by managementwith the assistance of an independent valuation firm. The Company also determined there was no other embedded features to beseparated from Preferred Shares.

F-73



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In addition, the carrying values of the Preferred Shares were accreted from the share issuance dates to the redemption value on theearliest redemption dates. The accretions were recorded against retained earnings, or in the absence of retained earnings, by chargesagainst additional paid-in capital. Once additional paid-in capital had been exhausted, additional charges were recorded by increasingthe accumulated deficit.

For the periods presented, the Company concluded that it was probable that Series A-2, A-2-I, A-3, B-1, B-2, C, C-1 and C-2Preferred Shares will become redeemable. The total redemption amount of Series A-2, A-2-I, A-3, B-1, B-2, C-1 and C-2 PreferredShares in each of the five years are as follows:

12. ORDINARY SHARESIn January 2019, the Company repurchased 4,000,000 and 2,210,000 ordinary shares issued to Mr. Gao Jing and Mr. Cui Yan with

a consideration of RMB29,959 and RMB16,551, respectively. The repurchased ordinary shares was cancelled immediately. The excessof the purchase price over the par value of the shares of RMB46,510 was charged to accumulated deficit.13. SHARE-BASED COMPENSATION

(a) Restricted Ordinary SharesThe following table sets forth the restricted shares' vesting schedule for the nine-month period ended September 30, 2019:

The amounts of stock compensation expense in relation to the restricted ordinary shares recognized in the nine-month periodsended September 30, 2018 and 2019 was RMB4,393 and RMB4,511 respectively.

As of September 30, 2019, RMB1,035 of total unrecognized compensation expense related to non-vested restricted shares isexpected to be recognized over a weighted average period of approximately 0.17 year.

F-74

RMB

Three month ending December 31, 2019 �

2020 �

2021 �

2022 �

2023 6,467,538

Number of shares

Unvested at December 31, 2018 65,885,417Vested (53,906,250)

Unvested at September 30, 2019 11,979,167



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(b) Stock Option PlanIn January 2019, the Company amended and restated the 2017 Stock Incentive Plan under which a maximum aggregate number of

ordinary shares that may be issued pursuant to all awards granted shall be 180,849,469 shares.In June, July and September 2019, the Company granted 50,650,000, 15,300,000 and 84,065,148 stock options to its employees

with an exercise price of US$0.0500, respectively.The options are subject to a four-year service schedule, under which an employee earns an entitlement to vest 25% of his/her

option on the expiry date of a 12-month period following the grant date, and the remaining 75% shall vest in equal monthly installmentsover the following three years commencing from the vesting date of the first installment. Before the Company completes a QualifiedIPO, all stock options granted to an employee shall be forfeited at the time the employee terminates his employment with the Group.After the Company completes a Qualified IPO, vested options not exercised by an employee shall be forfeited 90 days after terminationof employment of the employee.

A summary of the share options activities for the nine-month period ended September 30, 2019 is presented below:

The fair value of the share options granted at the grant date amounted to RMB1,352,714 for the nine-month period endedSeptember 30, 2019. Since the exercisability is dependent upon the Company's IPO, and it is not probable that this performancecondition can be achieved until the IPO is effective, no compensation expense relating to the options was recorded for the nine-monthperiod ended September 30, 2019. As of September 30, 2019, the total unrecognized compensation costs associated with stock option isRMB1,276,485.

In January 2019, the Company repurchased 1,922,700 share options issued to employees for cash in the amount of RMB14,400.Considering the option is exercisable upon the Company's completion of a Qualified IPO, the repurchase of the unvested award is, ineffect, a modification to immediately vest the award. RMB14,400 compensation cost was recorded as share-based compensationexpense for the nine-month period ended September 30, 2019.

F-75

Number of

shares

Weighted

average

exercise

price

Weighted

remaining

contractual

years

Aggregate

intrinsic value

US$ US$

Outstanding at December 31, 2018 55,809,066 0.0500Granted 150,015,148 0.0500Repurchased (1,922,700) 0.0500Forfeited (25,878,600) 0.0500

Outstanding at September 30, 2019 178,022,914 0.0500 8.38 177,900

Vested and expected to vest as of September 30, 2019 178,022,914 0.0500 8.38 177,900

Exercisable as of September 30, 2019 �� 0.0500 � �



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(All amounts in thousands, except for share and per share data)14. FAIR VALUE MEASUREMENT

The carrying amounts of cash, restricted cash, accounts receivable, short-term borrowings, accounts payable, rental payable anddeposits from residents as of September 30, 2019 approximate their fair values because of short maturity of these instruments.

The fair value of long-term borrowings is based on the amount of future cash flows associated with each debt instrumentdiscounted at the Company's current borrowing rate for similar debt instruments of comparable terms. The carrying values of the long-term borrowings approximate their fair values as the long-term borrowings' interest rates approximate the rates currently offered by theCompany's bankers for similar debt instruments of comparable maturities.15. INCOME TAX

The statutory income tax rate for the Group is 25% for the nine-month periods ended September 30, 2018 and 2019. The effectiveincome tax rate for the nine-month periods ended September 30, 2018 and 2019 was 0.0% and (0.1)% respectively. The effectiveincome tax rate for the nine-month periods ended September 30, 2018 and 2019 differs from the PRC statutory income tax rate of 25%primarily due to the effect of non-deductible expenses and change in valuation allowance.

As of September 30, 2019, the Group had net operating loss carry forwards of approximately RMB3,425,090 attributable to thePRC subsidiaries, VIEs, and VIEs' subsidiaries. A valuation allowance is provided against deferred income tax assets when the Groupdetermines that it is more likely than not that the deferred income tax assets will not be utilized in the foreseeable future.16. NET LOSS PER SHARE

The following table sets forth the basic and diluted net loss per share computation and provides a reconciliation of the numeratorand denominator for the periods presented:

F-76

For the nine-month

periods Ended

September 30,

2018 2019

RMB RMB

Numerator:Net loss attributable to Phoenix Tree Holdings Limited (812,996) (2,515,026)Accretion and modification of redeemable convertible preferred

shares(51,030) (252,899)

Numerator for basic and diluted net loss per share calculation (864,026) (2,767,925)

Denominator:Weighted average number of ordinary shares 176,692,708 242,698,917

Denominator for basic and diluted net loss per sharecalculation

176,692,708 242,698,917

Net loss per ordinary share�Basic and diluted (4.89) (11.40)



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(All amounts in thousands, except for share and per share data)16. NET LOSS PER SHARE (Continued)

The potentially dilutive securities that have not been included in the calculation of diluted net loss per share as their inclusionwould be anti-dilutive are as follows:

17. COMMITMENTS AND CONTINGENCIESThe Group leases apartments and offices under non-cancelable operating lease agreements. Rental cost and rental expenses,

including apartments and offices, were RMB1,300,709 and RMB4,450,199 for the nine-month periods ended September 30, 2018 and2019, respectively.

As of September 30, 2019, future minimum lease commitments, under apartment and office non-cancelable operating leaseagreements, were as follows:

18. RELATED PARTY TRANSACTIONSIn August 2019, the Group obtained a loan of RMB1,000 from a shareholder of Series A-3 Redeemable Convertible Preferred

Shares. The amount were unsecured, non-interest bearing and due to demand.F-77

As of

September 30,

2018 2019

Share options 55,809,066 178,022,914Restricted shares 101,822,917 11,979,167Convertible Preferred Shares 879,367,822 1,312,032,115

Apartments Offices Total

Three months ending December 31, 2019 1,909,401 10,176 1,919,5772020 7,371,346 36,090 7,407,4362021 6,365,305 17,369 6,382,6742022 4,784,474 3,821 4,788,2952023 3,536,860 54 3,536,9142024 and thereafter 2,534,381 � 2,534,381



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(All amounts in thousands, except for share and per share data)19. CHANGES IN SHAREHOLDERS' DEFICIT

20. SUBSEQUENT EVENTS

Ordinary shares

Shares RMB

Additional

paid in

capital

RMB

Accumulated

other

comprehensive

loss

RMB

Accumulated

Deficit

RMB

Total

deficit

RMB

Balance as of December 31, 2017 287,500,000 35 �� 1,754 (368,184) (366,395)

Net loss � � � � (812,996) (812,996)

Share-based compensation � � 4,393 � � 4,393

Foreign currency translation adjustment, net of nil income

taxes� � � (5,695) � (5,695)

Reclassification adjustment for gain on available for sale

securities, net of income taxes of RMB112� � � (337) � (337)

Accretion and modification of redeemable convertible

preferred shares� � (4,393) � (46,637) (51,030)

Balance as of September 30, 2018 287,500,000 35 �� (4,278) (1,227,817) (1,232,060)

Ordinary shares

Shares RMB

Additional

paid in

capital

RMB

Accumulated

other

comprehensive

loss

RMB

Accumulated

Deficit

RMB

Shareholders'

deficit

attributable

to Phoenix

Tree

Holdings

Limited

RMB

Non-

controlling

interests

RMB

Total

deficit

RMB

Balance as of December 31,

2018287,500,000 35 �� (3,061) (1,839,123) (1,842,149) (4,134) (1,846,283)

Net income / (loss) � � � � (2,515,026) (2,515,026) (1,194) (2,516,220)

Share-based compensation � � 4,511 � � 4,511 � 4,511

Foreign currency translation

adjustment, net of nil income

taxes

� � � (88,541) � (88,541) � (88,541)

Repurchase of shares (6,210,000) � � � (46,510) (46,510) � (46,510)

Business acquisition � � � � � � 344 344

Accretion of redeemable

convertible preferred shares� � (4,511) � (248,388) (252,899) � (252,899)

Balance as of September 30,

2019281,290,000 35 �� (91,602) (4,649,047) (4,740,614) (4,984) (4,745,598)

Balance as of September 30,

2019��US$(Note 1(b))5 �� (12,816) (650,426) (663,237) (697) (663,934)



Management has considered subsequent events through October 28, 2019, which was the date the unaudited condensedconsolidated financial statements were issued.

(a) In October 2019, CMC Downtown II Holdings Limited and Juneberry Investment Holdings Limited entered into agreementswith the Company to purchase 71,828,809 and 64,645,928 Series D redeemable convertible preferred shares, respectively, at US$1.3922with a total consideration of US$190,000. The Company received US$100,000 in October 2019 and expected to receive the remainingUS$90,000 in November 2019.

F-78



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Table of Contents

PART II

INFORMATION NOT REQUIRED IN PROSPECTUSItem 6. Indemnification of Directors and Officers

Cayman Islands law does not limit the extent to which a company's articles of association may provide indemnification of officersand directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to the public interest,such as providing indemnification against civil fraud or the consequences of committing a crime. The registrant's articles of associationprovide that each officer or director of the registrant shall be indemnified out of the assets of the registrant against any liability incurredby him or her in defending any proceedings, whether civil or criminal, in which judgment is given in his or her favor, or the proceedingsare otherwise disposed of without any finding or admission of any material breach of duty on his or her part, or in which he or she isacquitted or in connection with any application in which relief is granted to him or her by the court from liability for negligence, default,breach of duty or breach of trust in relation to the affairs of the registrant.

Under the form of indemnification agreements filed as Exhibit 10.2 to this registration statement, we will agree to indemnify ourdirectors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made byreason of their being such a director or executive officer.

The form of underwriting agreement filed as Exhibit 1.1 to this registration statement will also provide for indemnification of usand our officers and directors.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or personscontrolling us under the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is againstpublic policy as expressed in the Securities Act and is therefore unenforceable.Item 7. Recent Sales of Unregistered Securities

During the past three years, we have issued the following securities (including options to acquire our ordinary shares) withoutregistering the securities under the Securities Act. None of these transactions involved any underwriters' underwriting discounts orcommissions, or any public offering. We believe that each of the following issuances was exempt from registration under the SecuritiesAct in reliance on Regulation S or Rule 701 under the Securities Act or pursuant to Section 4(2) of the Securities Act regardingtransactions not involving a public offering. No underwriters were involved in these issuances of securities.

II-1

Purchaser Date of IssuanceTitle and Number of

Securities

Consideration

in U.S.

Dollars

Underwriting

Discount and

Commission

Ordinary SharesYIHAN HOLDINGS

LIMITEDFebruary 28,

201750,000,000 ordinary

sharesPast and future services

to usNot

applicableSHENGDUO

HOLDINGS LIMITEDFebruary 28,

201712,500,000 ordinary

sharesPast and future services

to usNot

applicable



Table of Contents

II-2


Securities

Consideration

in U.S.

Dollars

Underwriting

Discount and

Commission

Preferred Shares

Joy Capital I, L.P. March 7, 2017188,813,961 series A-3redeemable convertible

preferred sharesUS$10,000,000 Not applicable

KIT Cube Limited March 7, 201769,043,337 series A-3

redeemable convertiblepreferred shares

US$3,656,686 Not applicable

Ucommune InternationalLimited

March 7, 20172,714,795 series A-3


US$143,781 Not applicable

Shaohu Luo March 7, 2017

14,504,462 series A-3redeemable convertiblepreferred shares and16,967,466 series A-2-Iredeemable convertiblepreferred shares


CMC DowntownHoldings Limited

February 12, 201868,933,668 series B



Banyan PartnersFund III, L.P.




Banyan Partners Fund III-A, L.P.




Joy Capital II, L.P. February 12, 201845,955,779 series Bredeemable convertiblepreferred shares


Vision Plus CapitalFund II, L.P.




BAI GmbH February 12, 20184,595,578 series Bredeemable convertiblepreferred shares


G&M Capital HoldingLimited




R Capital GrowthFund LP






Table of Contents

II-3


Securities

Consideration

in U.S.

Dollars

Underwriting

Discount and

Commission


May 25, 201815,666,743 series B-2

redeemable convertiblepreferred shares(1)



May 25, 20188,877,821 series B-2




May 25, 20181,566,674 series B-2



Joy Capital II, L.P. May 25, 201810,444,495 series B-2redeemable convertiblepreferred shares(1)


R Capital GrowthFund LP

May 25, 20182,611,124 series B-2



Vision Plus CapitalFund II, L.P.

May 25, 20181,305,562 series B-2



BAI GmbH May 25, 20181,044,450 series B-2redeemable convertiblepreferred shares(1)


G&M Capital HoldingLimited

May 25, 2018261,112 series B-2



Internet Fund IVPte. Ltd.

May 25, 201887,315,980 series B-2



Joy Capital II, L.P. May 25, 201811,906,725 series B-2redeemable convertiblepreferred shares


Internet Fund IVPte. Ltd.

September 30, 2018226,297,396 series C



SUCCESS GOLDENGROUP LIMITED

January 16, 201927,155,688 series C-1





Table of Contents

II-4

PurchaserDate of

Issuance

Title and Number of

Securities

Consideration

in U.S.

Dollars

Underwriting

Discount and

Commission

Antfin (Hong Kong)Holding Limited

January 16,2019

135,778,438 series C-2redeemable convertible

preferred sharesUS$150,000,000

Notapplicable

Ducati InvestmentLimited

January 16,2019



Notapplicable

Joy CapitalOpportunity, L.P.

January 16,2019



Notapplicable


January 16,2019



Notapplicable


January 16,2019



Notapplicable


January 16,2019

859,230 series C-2redeemable convertible

preferred sharesUS$949,226

Notapplicable

Hupo Harmony CapitalManagement Ltd.

August 23,2019

8,144,384 series A-3redeemable convertible

preferred sharesUS$431,344

Notapplicable

Ucommune GroupHoldings (Hong Kong)Limited

August 23,2019

2,714,795 series A-3redeemable convertible

preferred shares

Cancellation of same sharespreviously issued to

Ucommune lnternationalLimited

Notapplicable

CMC Downtown IIHoldings Limited

October 18,2019

71,828,809 series Dredeemable convertible


Notapplicable

Juneberry InvestmentHoldings Limited

October 28,2019

64,645,928 series Dredeemable convertible


Notapplicable



Table of Contents

Item 8. Exhibits and Financial Statement Schedules(a) Exhibits

See Exhibit Index beginning on page II-6 of this Registration Statement.(b) Financial Statement Schedules.

All supplement schedules are omitted because of the absence of conditions under which they are required or because theinformation is shown in the financial statements or notes thereto.Item 9. Undertakings

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwritingagreements, certificates in such denominations and registered in such names as required by the underwriters to permit prompt deliveryto each purchaser. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers andcontrolling persons of the registrant under the provisions described in Item 6, or otherwise, the registrant has been advised that in theopinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. Inthe event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paidby a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted bysuch director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion ofits counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether suchindemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of suchissue.

The undersigned registrant hereby undertakes that:(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus

filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by theregistrant under Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registrationstatement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains aform of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and theoffering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-5


Securities

Consideration

in U.S.

Dollars

Underwriting

Discount and

Commission

OptionsCertain directors,

executive officers andemployees

Between April 27,2017 and

September 30, 2019

Options to purchase205,774,214 ordinary

shares

Past and futureservices or future

services to us

Notapplicable

(1)Represent shares issued upon conversion of the convertible notes in aggregate principal amount of US$20 million pursuant to the convertible note

agreements between the Registrant and the respective convertible noteholders dated February 12, 2018.



Table of Contents

EXHIBIT INDEXExhibit

No.Description of Exhibit

1.1* Form of Underwriting Agreement

3.1Tenth Amended and Restate Memorandum and Articles of Association of the Registrant, aseffective on October 28, 2019

3.2Form of Eleventh Amended and Restated Memorandum and Articles of Association of theRegistrant

4.1 Specimen of Ordinary Share Certificate

4.2**Form of Deposit Agreement between the Registrant and Citibank, N.A., as depositary

4.3**Form of American Depositary Receipt evidencing American Depositary Shares (included inExhibit 4.2)

4.4Eighth Amended and Restated Shareholders Agreement among the Registrant, its then shareholders,subsidiaries and variable interest entities, dated October 28, 2019

5.1Form of opinion of Maples and Calder (Hong Kong) LLP regarding the validity of the ordinaryshares being registered

8.1Form of opinion of Simpson Thacher & Bartlett LLP regarding certain United States federal taxmatters

8.2Form of opinion of Maples and Calder (Hong Kong) LLP regarding certain Cayman Islands taxmatters (included in Exhibit 5.1)

8.3 Form of opinion of Haiwen & Partners regarding certain PRC tax matters (included in Exhibit 99.2)

10.1 Second Amended and Restated 2017 Stock Incentive Plan

10.2 Form of Indemnification Agreement between the Registrant and its directors and executive officers

10.3 Form of Employment Agreement between the Registrant and its executive officers

10.4Equity Interest Pledge Agreement, among Jing Gao, Yan Cui, Xiaofangjian (Shanghai) InternetInformation Technology Co., Ltd. ("Xiaofangjian") and Zi Wutong (Beijing) AssetManagement Co., Ltd. ("Zi Wutong"), dated February 12, 2018 (English Translation)

10.5Equity Interest Pledge Agreement, among Jing Gao, Yan Cui, Xiaofangjian and Yishui (Shanghai)Information Technology Co., Ltd. ("Yishui"), dated February 12, 2018 (English Translation)

10.6Power of Attorney Agreement, among Jing Gao, Xiaofangjian and Zi Wutong, dated February 12,2018 (English Translation)


http://edgar.secdatabase.com/29/104746919005933/a2239834zex-3_1.htm

























II-6

10.7Power of Attorney Agreement, among Yan Cui, Xiaofangjian and Zi Wutong, dated February 12,2018 (English Translation)

10.8Power of Attorney Agreement, among Jing Gao, Xiaofangjian and Yishui, dated February 12, 2018(English Translation)

10.9Power of Attorney Agreement, among Yan Cui, Xiaofangjian and Yishui, dated February 12, 2018(English Translation)









Table of Contents

II-7

Exhibit

No.Description of Exhibit

10.10Exclusive Business Cooperation Agreement, between Xiaofangjian and Zi Wutong, datedNovember 24, 2015 (English Translation)

10.11Exclusive Business Cooperation Agreement, between Xiaofangjian and Yishui, dated December 30,2016 (English Translation)

10.12Exclusive Call Option Agreement, among Jing Gao, Yan Cui, Xiaofangjian and Zi Wutong, datedFebruary 12, 2018 (English Translation)

10.13Exclusive Call Option Agreement, among Jing Gao, Yan Cui, Xiaofangjian and Yishui, datedFebruary 12, 2018 (English Translation)

10.14*Share Restriction Agreement, among the Registrar, its shareholders, Jing Gao, Yan Cui, YIHANHOLDINGS LIMITED and SHENGDUO HOLDINGS LIMITED, dated October 28, 2019

10.15 2019 Equity Incentive Plan

21.1 Subsidiaries of the Registrant

23.1 Consent of KPMG Huazhen LLP

23.3 Consent of Maples and Calder (Hong Kong) LLP (included in Exhibit 5.1)

23.4 Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 8.1)

23.5 Consent of Haiwen & Partners (included in Exhibit 99.2)

23.6 Consent of iResearch

23.7 Consent of Edwin Fung

23.8 Consent of Jianping Ye

24.1 Powers of Attorney (included on the signature page in Part II of this Registration Statement)

99.1 Code of Business Conduct and Ethics of the Registrant

99.2 Form of opinion of Haiwen & Partners regarding certain PRC law matters*

To be filed by amendment.

**Incorporated by reference to the Registration Statement on Form F-6 to be filed with the Securities and Exchange Commission with respect to

American depositary shares representing our Class A ordinary shares.






















Table of Contents

SIGNATURESPursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to

believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on itsbehalf by the undersigned, thereunto duly authorized, in Beijing, China on October 28, 2019.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitutes andappoints , and , and each of them singly, as his or her true and lawful attorneys-in-fact and agents, eachwith full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, tosign any and all amendments (including post-effective amendments) to this Registration Statement and sign any registration statementfor the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgatedunder the Securities Act of 1933, as amended, and all post-effective amendments thereto and to file the same, with all exhibits thereto,and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact andagents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done inconnection therewith and about the premises, as fully to all intents and purposes as he or she might or could do in person, herebyratifying and confirming all that said attorney-in-fact and agents, or his or her substitutes or substitutes, may lawfully do or cause to bedone by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by thefollowing persons in the capacities and on the dates indicated.

II-8


By: /s/ JING GAOName: Jing GaoTitle: Director and Chief Executive Officer

Signature Title Date

/s/ DEREK BOYANG SHENDerek Boyang Shen

Chairman October 28, 2019

/s/ JING GAOJing Gao

Director and Chief Executive Officer(principal executive officer)

October 28, 2019

/s/ YAN CUIYan Cui

Director and President October 28, 2019

/s/ WENBIAO LIWenbiao Li

Director October 28, 2019



Table of Contents

II-9

Signature Title Date

/s/ ERHAI LIUErhai Liu


/s/ XIAN CHENXian Chen


/s/ GANG JIGang Ji


/s/ WILLIAM WANGWilliam Wang


/s/ JASON ZHENG ZHANGJason Zheng Zhang

Chief Financial Officer (principalfinancial and accounting officer)

October 28, 2019



Table of Contents

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATESPursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of

Phoenix Tree Holdings Limited has signed this registration statement or amendment thereto in New York on October 28, 2019.

II-10

Cogency Global Inc.

By: /s/ RICHARD ARTHURName: Richard ArthurTitle: Assistant Secretary



Exhibit 3.1

THE COMPANIES LAW (AS AMENDED)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

TENTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

OF


(Adopted by special resolution on October 24, 2019 and effective as of October 28, 2019)

1. The name of the Company is PHOENIX TREE HOLDINGS LIMITED.

2. The Registered Office of the Company shall be at the offices of Maples Corporate Services Limited at PO Box 309, UglandHouse, Grand Cayman, KY1-1104, Cayman Islands or at such other place as the Directors may from time to time decide.

3. The objects for which the Company is established are unrestricted and shall include, but without limitation to, the following:

(i) (a) To carry on the business of an investment company and to act as promoters and entrepreneurs and to carry onbusiness as financiers, capitalists, concessionaires, merchants, brokers, traders, dealers, agents, importers andexporters and to undertake and carry on and execute all kinds of investment, financial, commercial,mercantile, trading and other operations.



(b) To carry on whether as principals, agents or otherwise howsoever the business of realtors, developers,consultants, estate agents or managers, builders, contractors, engineers, manufacturers, dealers in or vendorsof all types of property including services.

(ii) To exercise and enforce all rights and powers conferred by or incidental to the ownership of any shares,stock, obligations or other securities including but without prejudice to the generality of the foregoing allsuch powers of veto or control as may be conferred by virtue of the holding by the Company of some specialproportion of the issued or nominal amount thereof, to provide managerial and other executive, supervisoryand consultant services for or in relation to any company in which the Company is interested upon suchterms as may be thought fit.

(iii) To purchase or otherwise acquire, to sell, exchange, surrender, lease, mortgage, charge, convert, turn toaccount, dispose of and deal with real and personal property and rights of all kinds and, in particular,mortgages, debentures, produce, concessions, options, contracts, patents, annuities, licenses, stocks, shares,bonds, policies, book debts, business concerns, undertakings, claims, privileges and choses in action of allkinds.

(iv) To subscribe for, conditionally or unconditionally, to underwrite, issue on commission or otherwise, take,hold, deal in and convert stocks, shares and securities of all kinds and to enter into partnership or into anyarrangement for sharing profits, reciprocal concessions or cooperation with any person or company and topromote and aid in promoting, to constitute, form or organize any company, syndicate or partnership of anykind, for the purpose of acquiring and undertaking any property and liabilities of the Company or ofadvancing, directly or indirectly, the objects of the Company or for any other purpose which the Companymay think expedient.

(v) To stand surety for or to guarantee, support or secure the performance of all or any of the obligations of anyperson, firm or company whether or not related or affiliated to the Company in any manner and whether bypersonal covenant or by mortgage, charge or lien upon the whole or any part of the undertaking, property andassets of the Company, both present and future, including its uncalled capital or by any such method andwhether or not the Company shall receive valuable consideration therefor.

(vi) To engage in or carry on any other lawful trade, business or enterprise which may at any time appear to theDirectors of the Company capable of being conveniently carried on in conjunction with any of theaforementioned businesses or activities or which may appear to the Directors of the Company likely to beprofitable to the Company.

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In the interpretation of this Memorandum of Association in general and of this Article in particular no object, business orpower specified or mentioned shall be limited or restricted by reference to or inference from any other object, business orpower, or the name of the Company, or by the juxtaposition of two or more objects, businesses or powers and that, in the eventof any ambiguity in this Article or elsewhere in this Memorandum of Association, the same shall be resolved by suchinterpretation and construction as will widen and enlarge and not restrict the objects, businesses and powers of and exercisableby the Company.

4. Except as prohibited or limited by the Companies Law (as amended), the Company shall have full power and authority to carryout any object and shall have and be capable of from time to time and at all times exercising any and all of the powers at anytime or from time to time exercisable by a natural person or body corporate in doing in any part of the world whether asprincipal, agent, contractor or otherwise whatever may be considered by it necessary for the attainment of its objects andwhatever else may be considered by it as incidental or conducive thereto or consequential thereon, including, but without inany way restricting the generality of the foregoing, the power to make any alterations or amendments to this Memorandum ofAssociation and the Articles of Association of the Company considered necessary or convenient in the manner set out in theArticles of Association of the Company, and the power to do any of the following acts or things, viz:

to pay all expenses of and incidental to the promotion, formation and incorporation of the Company; to register the Companyto do business in any other jurisdiction; to sell, lease or dispose of any property of the Company; to draw, make, accept,endorse, discount, execute and issue promissory notes, debentures, bills of exchange, bills of lading, warrants and othernegotiable or transferable instruments; to lend money or other assets and to act as guarantors; to borrow or raise money on thesecurity of the undertaking or on all or any of the assets of the Company including uncalled capital or without security; toinvest money of the Company in such manner as the Directors determine; to promote other companies; to sell the undertakingof the Company for cash or any other consideration; to distribute assets in specie to Members of the Company; to makecharitable or benevolent donations; to pay pensions or gratuities or provide other benefits in cash or kind to Directors, officers,employees, past or present and their families; to purchase Directors and officers liability insurance and to carry on any trade orbusiness and generally to do all acts and things which, in the opinion of the Company or the Directors, may be conveniently orprofitably or usefully acquired and dealt with, carried on, executed or done by the Company in connection with the aforesaidbusiness provided that the Company shall only carry on the businesses for which a license is required under the laws of theCayman Islands when so licensed under the terms of such laws.

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5. The liability of each Member is limited to the amount from time to time unpaid on such Member�s shares.

6. The share capital of the Company is US$50,000, divided into 2,500,000,000 shares, including 1,051,493,148 Ordinary Sharesof US$0.00002 par value each; 118,750,000 Series A-1 Preferred Shares of US$0.00002 par value each; 143,750,000Series A-2 Preferred Shares of US$0.00002 par value each; 256,065,251 Series A-3 Preferred Shares of US$0.00002 par valueeach; 16,967,466 Series A-2-I Preferred Shares of US$0.00002 par value each; 183,823,115 Series B-1 Preferred Shares ofUS$0.00002 par value each, 141,000,686 Series B-2 Preferred Shares of US$0.00002 par value each, 27,155,688 Series C-1Preferred Shares of US$0.00002 par value each, 424,519,909 Series C-2 Preferred Shares of US$0.00002 par value each and136,474,737 Series D Preferred Shares of US$0.00002 par value each, with power for the Company insofar as is permitted byapplicable law and the Articles of Association (including without limitation Schedule A thereto), to redeem or purchase any ofits shares and to increase or reduce the said capital and to issue any part of its capital, whether original, redeemed or increasedwith or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions orrestrictions and so that unless the conditions of issue shall otherwise expressly declare every issue of shares whether declaredto be preference or otherwise shall be subject to the powers hereinbefore contained.

7. If the Company is registered as exempted, its operations will be carried on subject to the provisions of Section 174 of theCompanies Law (as amended) and, subject to the provisions of the Companies Law (as amended) and the Articles ofAssociation, it shall have the power to register by way of continuation as a body corporate limited by shares under the laws ofany jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

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THE COMPANIES LAW (AS AMENDED)



TENTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION

OF


(Adopted by special resolution on October 24, 2019 and effective as of October 28, 2019)

1. In these Articles, Table A in the Schedule to the Statute does not apply and, unless there is something in the subject or contextinconsistent therewith:

�Additional Equity Securities� or �New Securities� means all Equity Securities issued by the Company; provided that theterm �Additional Equity Securities� does not include (i) Stock Option Shares; (ii) Ordinary Shares issued or issuable inconnection with any share split, share dividend, combination, recapitalization or other similar transaction of the Company;(iii) Ordinary Shares issued or issuable upon conversion or exercise of the Preferred Shares or upon conversion or exercise ofany outstanding convertible notes, warrants or options; (iv) Ordinary Shares issued in connection with a Qualified IPO.

�Affiliate� means, (a) with respect to a Person, any other Person that, directly or indirectly, Controls, is Controlled by or isunder common Control with such Person; and (b) in the case of an individual, shall include, without limitation, his spouse,child, brother, sister, parent, trustee of any trust in which such individual or any of his immediate family members is abeneficiary or a discretionary object, or any entity or company Controlled by any of the aforesaid Persons. In the case of anInvestor, shall include (i) any Person who holds Shares as a nominee for such Investor, (ii) any shareholder of such Investor,(iii) any entity or individual who has a direct or indirect interest in such Investor (including, if applicable, any general partneror limited partner) or any fund manager thereof, (iv) any Person that directly or indirectly Controls, is Controlled by, undercommon Control with, or is managed by such Investor or its fund manager, (v) the relatives of any individual referred to in(iii) above, and (vi) any trust Controlled by or held for the benefit of such individuals referred to in (iii) above. For theavoidance of doubt, no Investor shall be deemed to be an Affiliate of any Group Company. Notwithstanding the foregoing,�Affiliate� of Antfin shall mean Ant Financial Group and any Person directly or indirectly Controlled by it (other than Antfin),but excluding any mutual funds managed or advised by any of the foregoing whose investment decisions are required byapplicable regulations to be made independently.



�Annual Plan� has the meaning specified in Section 6(b) of Schedule A.

�Antfin� means Antfin (Hong Kong) Holding Limited and/or its Affiliates.

�Antfin Director� has the meaning specified in Section 7(b) of Schedule A.

�Ant Financial Group� means Ant Small and Micro Financial Services Group Co., Ltd. (浙江蚂蚁小微金融服务集团股份有限公司), a company organized under the Laws of the PRC and its Subsidiaries.

��Ant Restricted Person� means any Person listed in Exhibit E attached to the Shareholders Agreement, which list may beupdated from time to time by Antfin in good faith, provided that the number of the Persons on such list shall be no more thanseven (7), and the update of such list shall be no more frequent than once every six (6) Months, and any of the Affiliates andsuccessors of the Persons on such list and any other entity in which any Person on such list holds 30% or more of the totalissued and outstanding Equity Securities, including the offshore holding entities that Control such Person(s). For the avoidanceof doubts, in determining the number of the Persons on such list, with respect to a Person, such Person and its Affiliates andsuccessors and any other entity in which such Person holds 30% or more of the total issued and outstanding Equity Securitiesshall be counted as one (1) Person.

�Antfin/Primavera Securities Subscription Agreement� means that certain Securities Subscription Agreement entered intoby and among the Company, Antfin, Ducati Investment Limited, CMC Downtown Holdings Limited, Banyan Partners FundIII, L.P., Banyan Partners Fund III-A, L.P. Joy Capital Opportunity, L.P., SUCCESS GOLDEN GROUP LIMITED, and theother parties thereto, dated on January 10, 2019, regarding the issuance of Series C-1 Preferred Shares and Series C-2 PreferredShares.

�Articles� means these Articles as originally adopted or as from time to time altered by Special Resolution.

�as adjusted� means as appropriately adjusted for any subsequent bonus issue, share split, consolidation, subdivision,reclassification, recapitalization or similar arrangement.

�Auditors� means the Persons for the time being performing the duties of auditors of the Company.

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�Board� means the board of directors of the Company.

�Business Cooperation Agreement� means the business cooperation agreement entered into by and among the Company,certain Affiliates of the Company and certain Affiliates of Antfin.

�CMC� means CMC Downtown Holdings Limited, CMC Downtown II Holdings Limited and/or their Affiliates.

�CMC Director� has the meaning specified in Section 7(b) of Schedule A.

�CMC Series D Securities Subscription Agreement� means that certain Securities Subscription Agreement entered into byand among the Company, CMC Downtown II Holdings Limited and the other parties thereto, dated on October 13, 2019,regarding the issuance of Series D Preferred Shares.

�Company� means PHOENIX TREE HOLDINGS LIMITED, an exempted company organized and existing under the laws ofthe Cayman Islands.

�Control� of a given Person means the power or authority, whether exercised or not, to direct the business, management andpolicies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise,which power or authority shall conclusively be presumed to exist upon possession of beneficial ownership or power to directthe vote of more than fifty percent (50%) of the votes entitled to be cast at a meeting of the members or shareholders of suchPerson or power to control the composition of a majority of the board of directors of such Person; the terms �Controlling� and�Controlled� (and their lower-case counterparts) have meanings correlative to the foregoing.

�Cooperation Documents� has the meaning specified in the Series D Securities Subscription Agreement.

�Conversion Price� has the meaning specified in Section 4 of Schedule A.

�Conversion Share� has the meaning specified in Section 4 of Schedule A.

�Debenture� means debenture stock, mortgages, bonds and any other such securities of the Company whether constituting acharge on the assets of the Company or not.

�Director� means a member of the Board.

�Equity Securities� means any Ordinary Shares or Ordinary Share Equivalents of the Company or any shares, share capital,registered capital, ownership interest, equity interest, any rights, options, or warrants to purchase or exercisable for any of theforegoing, or any securities of any type whatsoever that are, or may become, convertible into, exchangeable for or exercisablefor any of the foregoing, including, without limitation, any convertible notes, of any other Person, as the context requires.

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�First Original Series C-2 Issue Date� means the date of issuance by the Company of its first Series C Preferred Share toTiger pursuant to the Series C Securities Subscription Agreement.

�First Original Series D Issue Date� means the date of issuance by the Company of its first Series D Preferred Share to CMCDowntown II Holdings Limited pursuant to the CMC Series D Securities Subscription Agreement.

�Founder� or �Founders� has the meaning specified in the Preamble of the Shareholders Agreement.

�Governmental Authority� means the government of any nation, province, state, city, locality or other political subdivision ofany thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining togovernment, regulation or compliance, and any corporation or other entity owned or controlled, through share or capitalownership or otherwise, by any of the foregoing.

�Group Companies� has the meaning specified in the Shareholders Agreement.

�Investor Director� has the meaning specified in Section 7(b) of Schedule A.

�Investors� means the Series A-1 Investor, Series A-2 Investors, Series A-2-I Investor, Series A-3 Investors, Series B-1Investors, Series B-2 Investors, Series C-1 Investor, Series C-2 Investors and Series D Investors.

�Joy Capital� means Joy Capital I, L.P., Joy Capital II, L.P., SUCCESS GOLDEN GROUP LIMITED, Joy CapitalOpportunity, L.P. and/or their Affiliates.

�Joy Director� has the meaning specified in Section 7(b) of Schedule A.

�Kaiwu� means KIT Cube Limited and/or its Affiliates.

�Kaiwu Director� has the meaning specified in Section 7(b) of Schedule A.

�Key Holder� has the meaning specified in the Shareholders Agreement.

�Law� or �Laws� means any constitutional provision, statute or other law, rule, regulation, official policy or interpretation ofany Governmental Authority and any injunction, judgment, order, decree, ruling, assessment, writ or arbitration award issuedby any Governmental Authority.

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�Liquidation Event� has the meaning specified in Section 2(b) of Schedule A.

�Loss of Control� means any termination of, unapproved amendment to or material breach of any contracts among the GroupCompanies designed to provide the Company with control over, and the ability to consolidate the financial statements of, director indirect Subsidiaries and/or controlled entities including, without limitation through the Cooperation Documents.

�Majority Investor Directors� means any four (4) out of the six (6) Investor Directors.

�Majority Key Holders� means the Key Holders that hold more than fifty percent (50%) of the outstanding Ordinary Sharesthen held by all of the Key Holders.

�Majority Preferred Shareholders� means the holders of at least two thirds (2/3) of the voting power of the then outstandingPreferred Shares (voting as one separate class on an as converted basis).

�Majority Series A-1 Shareholders� means the holders of more than fifty percent (50%) of the then outstanding Series A-1Preferred Shares or Conversion Shares (as adjusted for any share splits, share dividends, recapitalizations or the like).


�Majority Series A-2-I Shareholders� means the holders of more than fifty percent (50%) of the then outstandingSeries A-2-I Preferred Shares or Conversion Shares (as adjusted for any share splits, share dividends, recapitalizations or thelike).


�Majority Series B-1 Shareholders� means the holders of more than fifty percent (50%) of the then outstanding Series B-1Preferred Shares or Conversion Shares (as adjusted for any share splits, share dividends, recapitalizations or the like).

�Majority Series B-2 Shareholders� means the holders of more than fifty percent (50%) of the then outstanding Series B-2Preferred Shares or Conversion Shares (as adjusted for any share splits, share dividends, recapitalizations or the like).

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�Majority Series C-1 Shareholders� means the holders of more than fifty percent (50%) of the then outstanding Series C-1Preferred Shares or Conversion Shares (as adjusted for any share splits, share dividends, recapitalizations or the like).

�Majority Series C-2 Shareholders� means the holders of more than two thirds (2/3) of the then outstanding Series C-2Preferred Shares or Conversion Shares (as adjusted for any share splits, share dividends, recapitalizations or the like).

�Majority Series D Shareholders� means the holders of more than seventy-five percent (75%) of the then outstandingSeries D Preferred Shares or Conversion Shares (as adjusted for any share splits, share dividends, recapitalizations or the like).

�Material Adverse Effect� means any circumstance, change in or effect on any Group Company that, individually or in theaggregate with all other circumstances, changes or effects: (a) is or is reasonably likely to be materially adverse to the business,operations, assets or liabilities (including contingent liabilities), employee relationships, customer or supplier relationships,prospects, results of operations or financial or other condition of the Group Company as a whole; or (b) is reasonably likely tomaterially and adversely affect the ability of the Group Company as a whole to operate or conduct its businesses in the mannerin which it is currently or contemplated to be operated or conducted.

�Member� has the meaning specified in the Statute.

�Memorandum� means the tenth amended and restated memorandum of association of the Company as originally or as fromtime to time amended by Special Resolution.

�Month(s)� means calendar month.

�Option Plan� has the meaning specified in the Series D Securities Subscription Agreement.

�Ordinary Share Equivalents� means any rights, options, or warrants to purchase or exercisable for Ordinary Shares, orsecurities of any type whatsoever that are, or may become, convertible into, exchangeable for or exercisable for OrdinaryShares, including, without limitation, the Preferred Shares and any outstanding convertible notes.

��Ordinary Resolution� means a resolution of Members passed either (i) as a unanimous written resolution signed by all theMembers entitled to vote, or (ii) at a meeting by Members holding more than fifty percent (50%) of all the outstanding Sharesof the Company, calculated on a fully converted basis.

�Ordinary Shares� has the meaning specified in Article 6A.

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�Original Series A-2 Issue Date� means the date of issuance by the Company of its first Series A-2 Preferred Share pursuantto the Series A-2 Purchase Agreement.

�Original Series A-2-I Issue Date� means the date of issuance by the Company of its first Series A-2-I Preferred Sharepursuant to the Series A-3 Purchase Agreement.

�Original Series A-3 Issue Date� means the date of issuance by the Company of its first Series A-3 Preferred Share pursuantto the Series A-3 Purchase Agreement.

�Original Series B-1 Issue Date� means the date of issuance by the Company of its first Series B-1 Preferred Share pursuantto the Series B-1 Securities Subscription Agreement.



�Original Series B-2 Issue Date� means the date of issuance by the Company of its first Series B-2 Preferred Share pursuantto the Series B-2 Securities Subscription Agreement.

�Original Preferred Issue Price� means with respect to the Series A-1 Preferred Shares, US$0.0086 per Series A-1 PreferredShare (as adjusted from time to time for any share splits, share dividends, combinations, recapitalizations and similartransactions) (the �Original Series A-1 Issue Price�); with respect to the Series A-2 Preferred Shares, US$0.024 perSeries A-2 Preferred Share (as adjusted from time to time for any share splits, share dividends, combinations, recapitalizationsand similar transactions) (the �Original Series A-2 Issue Price�); with respect to the Series A-3 Preferred Shares, US$0.053per Series A-3 Preferred Share (as adjusted from time to time for any share splits, share dividends, combinations,recapitalizations and similar transactions) (the �Original Series A-3 Issue Price�, also applicable to the Series C-1 PreferredShares for the Section 1(Dividends), Section 2(Liquidation Preference), Section 4(Conversion Rights) andSection 5(Redemption) of the Schedule A of these Articles); with respect to the Series A-2-I Preferred Shares, US$0.042 perSeries A-2-I Preferred Share (as adjusted from time to time for any share splits, share dividends, combinations,recapitalizations and similar transactions) (the �Original Series A-2-I Issue Price�); with respect to the Series B-1 PreferredShares, US$0.3264 per Series B-1 Preferred Share (as adjusted from time to time for any share splits, share dividends,combinations, recapitalizations and similar transactions) (the �Original Series B-1 Issue Price�); with respect to theSeries B-2 Preferred Shares, US$0.504 per Series B-2 Preferred Share (as adjusted from time to time for any share splits, sharedividends, combinations, recapitalizations and similar transactions) (the �Original Series B-2 Issue Price�); with respect tothe Series C-2 Preferred Shares, US$1.105 per Series C-2 Preferred Share (as adjusted from time to time for any share splits,share dividends, combinations, recapitalizations and similar transactions) (the �Original Series C-2 Issue Price�); and withrespect to the Series D Preferred Shares, US$1.392 per Series D Preferred Share (as adjusted from time to time for any sharesplits, share dividends, combinations, recapitalizations and similar transactions) (the �Original Series D Issue Price�).

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�paid-up� means paid-up and/or credited as paid-up.

�Person� or �person� means any individual, sole proprietorship, partnership, firm, joint venture, estate, trust, unincorporatedorganization, association, corporation, institution, public benefit corporation, entity or Governmental Authority or other entityof any kind or nature.

�Preferred Shares� means the Series A Preferred Shares, Series B-1 Preferred Shares, Series B-2 Preferred Shares, Series CPreferred Shares and Series D Preferred Shares.

�PRC� means the People�s Republic of China, but solely for the purposes of these Articles, excluding the Hong Kong SpecialAdministrative Region, the Macau Special Administrative Region and Taiwan.

�PRC GAAP� means generally accepted accounting principles of the PRC, in effect from time to time.

�Primavera� means Ducati Investment Limited, Juneberry Investment Holdings Limited and/or their respective Affiliates.

�Primavera Director� has the meaning specified in Section 7(b) of Schedule A.

�Qualified IPO� means the closing of a firm commitment underwritten initial public offering of the Ordinary Shares (orsecurities representing Ordinary Shares) on a Recognized Exchange which meets the following requirements: (i) the offeringprice per share is no less than the greater of (a) an amount that values the Company at US$4,060,000,000 prior to the closing ofsuch offering and (b) the Original Series D Issue Price (subject to appropriate adjustments for any subsequent bonus issue,share split, consolidation, subdivision, reclassification, recapitalization or similar arrangement) multiplied by the lesser of(x) 1.15N (where N is (i) the number of calendar days between the Second Original Series D Issue Date and the date of suchinitial public offering, divided by (ii) 365 days), and (y) two (2); provided that the foregoing price requirement shall be waivedif a lower price per share is proposed by the Majority Key Holders and approved by the Shareholders of the Company (whichshall include approvals of the Majority Key Holders and the Majority Series D Shareholders); (ii) net offering proceeds to theCompany, after deduction of underwriting discounts and registration expenses, of at least US$200,000,000, and (iii) the EquitySecurities of the Company held by the Investors shall be transferable following such offering except as restricted by certainmarket stand-off period required under applicable Law.

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�Recognized Exchange� means the main board of the Stock Exchange of Hong Kong Limited, NASDAQ, New York StockExchange or another internationally recognized securities exchange agreed to by the Majority Preferred Shareholders.

�Redeeming Preferred Share� has the meaning specified in Section 5(a) of Schedule A.

�Redeeming Shareholder� has the meaning specified in Section 5(a) of Schedule A.

�Redemption Closing� has the meaning specified in Section 5(a) of Schedule A.

�Redemption Price� has the meaning specified in Section 5(a) of Schedule A.

�Redemption Notice� has the meaning specified in Section 5(a) of Schedule A.

�Registered Office� means the registered office for the time being of the Company.

�Related Party� means any Affiliate, officer, director, supervisor, employee, or holder of any Equity Security of any GroupCompany, and any Affiliate of any of the foregoing, in each case, other than the Group Companies.

�RMB� means the Renminbi, the lawful currency of the PRC.

�Schedule A� means Schedule A to these Articles, as amended from time to time.

�Seal� means the common seal of the Company and includes every duplicate seal.

�Secretary� includes an Assistant Secretary and any person appointed to perform the duties of Secretary of the Company.

�Second Original Series C-2 Issue Date� means the date of issuance by the Company of its Series C-2 Preferred Share toAntfin pursuant to the Antfin/Primavera Securities Subscription Agreement.

�Second Original Series D Issue Date� means the date of issuance by the Company of its first Series D Preferred Share toJuneberry Investment Holdings Limited pursuant to the Series D Securities Subscription Agreement.

�Series A-1 Investor� means the holder of the issued and outstanding Series A-1 Preferred Shares.

�Series A-2 Investors� means the holders of the issued and outstanding Series A-2 Preferred Shares

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�Series A-2-I Investor� means the holder of the issued and outstanding Series A-2-I Preferred Shares.

�Series A-3 Investors� means the holders of the issued and outstanding Series A-3 Preferred Shares.

�Series A-1 Liquidation Preference Amount� has the meaning specified in Section 2(a) of Schedule A.

�Series A-2-I Liquidation Preference Amount� has the meaning specified in Section 2(a) of Schedule A.

�Series A-2 Liquidation Preference Amount� has the meaning specified in Section 2(a) of Schedule A.

�Series A-3 and Series C-1 Liquidation Preference Amount� has the meaning specified in Section 2(a) of Schedule A.

�Series A Preferred Shares� means, collectively, Series A-1 Preferred Shares, Series A-2 Preferred Shares, Series A-3Preferred Shares and Series A-2-I Preferred Shares.

�Series A-1 Preferred Shares� has the meaning specified in Article 6A.


�Series A-2-I Preferred Shares� has the meaning specified in Article 6A.

�Series A-2 Purchase Agreement� means that certain Series A-2 Preferred Share Purchase Agreement entered into by andamong the Company, Kaiwu and the other parties thereto, dated on or about November 24, 2015, regarding the issuance ofSeries A-2 Preferred Shares.


�Series A-3 Purchase Agreement� means that certain Series A-3 and Series A-2-I Preferred Share Purchase Agreemententered into by and among the Company, the Series A-3 Investors, Series A-2-I Investor and the other parties thereto, dated onMarch 6, 2017, regarding the issuance of Series A-3 Preferred Shares and Series A-2-I Preferred Shares.

�Series B-1 Investors� means the holders of the issued and outstanding Series B-1 Preferred Shares.

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�Series B-1 Liquidation Preference Amount� has the meaning specified in Section 2(a) of Schedule A.

�Series B-1 Preferred Shares� has the meaning specified in Article 6A.

�Series B-1 Securities Subscription Agreement� means that certain Securities Subscription Agreement entered into by andamong the Company, the Series B-1 Investors and the other parties thereto, dated on February 5, 2018, regarding the issuanceof Series B-1 Preferred Shares.

�Series B-2 Investors� means the holders of the issued and outstanding Series B-2 Preferred Shares.

�Series B-2 Liquidation Preference Amount� has the meaning specified in Section 2(a) of Schedule A.

�Series B-2 Preferred Shares� has the meaning specified in Article 6A.

�Series B-2 Securities Subscription Agreement� means that certain Securities Subscription Agreement entered into by andamong the Company, the Series B-2 Investors and the other parties thereto, dated on May 25, 2018, regarding the issuance ofSeries B-2 Preferred Shares.

�Series C Preferred Shares� means, collectively, Series C-1 Preferred Shares and Series C-2 Preferred Shares.

�Series C Securities Subscription Agreement� means that certain Securities Subscription Agreement entered into by andamong the Company, Tiger and the other parties thereto, dated on September 25, 2018, regarding the issuance of Series CPreferred Shares.

�Series C-1 Investor� means the holder(s) of the issued and outstanding Series C-1 Preferred Shares.

�Series C-1 Preferred Shares� has the meaning specified in Article 6A.

�Series C-2 Investors� means the holders of the issued and outstanding Series C-2 Preferred Shares.

�Series C-2 Liquidation Preference Amount� has the meaning specified in Section 2(a) of Schedule A.

�Series C-2 Preferred Shares� has the meaning specified in Article 6A.

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�Series D Investors� means the holders of the issued and outstanding Series D Preferred Shares.

�Series D Liquidation Preference Amount� has the meaning specified in Section 2(a) of Schedule A.

�Series D Preferred Shares� has the meaning specified in Article 6A.

�Series D Securities Subscription Agreement� means that certain Securities Subscription Agreement entered into by andamong the Company, Juneberry Investment Holdings Limited and the other parties thereto, dated on October 25, 2019,regarding the issuance of Series D Preferred Shares.

�Share� has the meaning specified in Article 6A and may also be referenced as �share� and includes any fraction of a share.

�Shareholders� means the holders holding the Shares of the Company.

�Shareholders Agreement� means that certain Eighth Amended and Restated Shareholders Agreement, dated as ofOctober 28, 2019, by and among the Group Companies, the holders of Ordinary Shares, the Investors and any other partiesthereof.

�Special Resolution� except as otherwise provided by these Articles and subject to Section 6 of Schedule A, has the samemeaning as in the Statute and includes a resolution approved in writing as described therein.

�Statute� means the Companies Law of the Cayman Islands, as amended, and every statutory modification or re-enactmentthereof for the time being in force.

�Stock Option Shares� means up to 274,226,921 Ordinary Shares issued or issuable to employees, consultants or directors ofthe Company either in connection with the provision of services to the Company or on exercise of any options to purchaseStock Option Shares granted under the Option Plan or other arrangement approved by Majority Preferred Shareholders,including without limitation in connection with a restricted stock or other equity compensation plan or arrangement approvedby Majority Preferred Shareholders.

�Subsidiary� or �subsidiary� means, as of the relevant date of determination, with respect to any Person (the �subjectentity�), (i) any Person (x) more than 50% of whose shares or other interests entitled to vote in the election of directors or(y) more than a 50% interest in the profits or capital of such Person are owned or controlled directly or indirectly by the subjectentity or through one (1) or more Subsidiaries of the subject entity, (ii) any Person whose assets, or portions thereof, areconsolidated with the net earnings of the subject entity and are recorded on the books of the subject entity for financialreporting purposes in accordance with U.S. GAAP or PRC GAAP, or (iii) any Person with respect to which the subject entityhas the power to otherwise direct the business and policies of that entity directly or indirectly through another subsidiary. Forthe avoidance of doubt, the Subsidiaries of the Company shall include the Group Companies. Furthermore, the term�Subsidiary� or �subsidiary� shall also include the branches of the �subject entity�.

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�Tiger� means Internet Fund IV Pte. Ltd. and/or its Affiliates.

�Tiger Director� has the meaning specified in Section 7(b) of Schedule A.

�Transfer� has the meaning specified in the Shareholders Agreement.

�U.S. GAAP� means generally accepted accounting principles in effect in the United States of America from time to time.

�US$� means the United States dollar, the lawful currency of the United States of America.

�written� and �in writing� include all modes of representing or reproducing words in visible form.

Words importing the singular number also include the plural number and vice-versa.

Words importing the masculine gender also include the feminine gender and vice-versa.

The term �day� means �calendar day�.

The holders of the Ordinary Shares and the Preferred Shares shall, in addition to any other rights conferred on them under themain body of this Memorandum and Articles of Association of the Company, as may be amended from time to time, have therights, preferences and restrictions set out in Schedule A, attached to and forms part of these Articles. In the event of anyinconsistency between the provisions set out herein and the provisions of Schedule A, the provisions set out in Schedule Ashall prevail to the extent permitted by applicable Laws.

2. The business of the Company may be commenced as soon after incorporation as the Directors shall see fit, notwithstanding thatonly part of the shares may have been allotted.

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3. The Directors may pay, out of the capital or any other monies of the Company, all expenses incurred in or about the formationand establishment of the Company including the expenses of registration.

CERTIFICATES FOR SHARES

4. The Company shall maintain a register of its Members. A Member shall only be entitled to a share certificate if the Directorsresolve that share certificates shall be issued. Certificates representing shares of the Company shall be in such form as shall bedetermined by the Directors. Such certificates may be under Seal. Share certificates shall be signed by one or more Directorsor other persons authorized by the Directors. The Directors may authorize certificates to be issued with the Seal and authorizedsignature(s) affixed by mechanical process. The Company shall not be bound to issue more than one certificate for shares heldjointly by more than one person and delivery of a certificate to one joint holder shall be a sufficient delivery to all of them. Allcertificates for shares shall be consecutively numbered or otherwise identified and shall specify the shares to which they relate.The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date ofissue, shall be entered in the register of Members of the Company. All certificates surrendered to the Company for transfershall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have beensurrendered and canceled.

5. Notwithstanding Article 4 of these Articles, if a share certificate is defaced, lost, stolen, or destroyed, it may be renewed onpayment of a fee of one dollar (US$1.00) or such lesser sum and on such terms (if any) as the Directors may reasonablyprescribe to indemnify the Company from any loss incurred by it in connection with such certificate, including the payment ofthe expenses incurred by the Company in investigating evidence, as the Directors may prescribe.

ISSUE OF SHARES

6. Subject to the provisions, if any, in the Memorandum and in these Articles (including but not limited to Schedule A) and theShareholders Agreement, to any direction that may be given by the Company in a general meeting, and without prejudice toany special rights previously conferred on the holders of existing shares, the Directors may allot, issue, grant options over orotherwise dispose of shares of the Company (including fractions of a share) with or without preferred, deferred or other specialrights or restrictions, whether in regard to dividend, voting, return of capital or otherwise and to such persons, at such times andon such other terms as they think proper. The Company shall not issue shares in bearer form.

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6A CLASSES, NUMBER AND PAR VALUE OF THE SHARES

At the date of the adoption of these Articles the authorized share capital of the Company is US$50,000, divided into2,500,000,000 shares, including 1,051,493,148 Ordinary Shares of US$0.00002 par value each (the �OrdinaryShares�); 118,750,000 Series A-1 Preferred Shares of US$0.00002 par value each (the �Series A-1 PreferredShares�); 143,750,000 Series A-2 Preferred Shares of US$0.00002 par value each (the �Series A-2 PreferredShares�); 256,065,251 Series A-3 Preferred Shares of US$0.00002 par value each (the �Series A-3 PreferredShares�); 16,697,466 Series A-2-I Preferred Shares of US$0.00002 par value each (the �Series A-2-I PreferredShares�); 183,823,115 Series B-1 Preferred Shares of US$0.00002 par value each (the �Series B-1 PreferredShares�); 141,000,686 Series B-2 Preferred Shares of US$0.00002 par value each (the �Series B-2 PreferredShares�); 27,155,688 Series C-1 Preferred Shares of US$0.00002 par value each (the �Series C-1 PreferredShares�), 424,519,909 Series C-2 Preferred Shares of US$0.00002 par value each (the �Series C-2 PreferredShares�), 136,474,737 Series D Preferred Shares of US$0.00002 par value each (the �Series D Preferred Shares�).The Ordinary Shares, the Series A Preferred Shares, Series B-1 Preferred Shares, Series B-2 Preferred Shares,Series C-1 Preferred Shares, Series C-2 Preferred Shares and Series D Preferred Shares are collectively referred toherein as the �Shares.� The rights, preferences and restrictions of the Preferred Shares are set forth in Schedule A tothese Articles of Association.

TRANSFER OF SHARES

7. Subject to any agreements binding on the Company, shares are transferable, and the Company will only register transfers ofshares that are made in accordance with such agreements (including without limitation the Shareholders Agreement) and willnot register transfers of shares that are not made in accordance with such agreements (including without limitation theShareholders Agreement). The instrument of transfer of any share shall be in writing and shall be executed by or on behalf ofthe transferor, and the transferor shall be deemed to remain the holder of a share until the name of the transferee is entered inthe register in respect thereof.

REDEMPTION AND PURCHASE OF SHARES

8. (i) Subject to the provisions of the Statute, the Memorandum and these Articles (including without limitationSchedule A), shares may be issued on the terms that they are, or at the option of the Company or the holder are, to be redeemedon such terms and in such manner as the Company, before the issue of the shares, may by Special Resolution determine.

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(ii) Subject to the provisions of the Statute, the Memorandum and these Articles (including without limitationSchedule A), the Company may purchase its own shares (including fractions of a share), including any redeemable shares,provided that the manner of purchase has first been authorized by the Company in general meeting and may make paymenttherefor in any manner authorized by the Statute (unless, but subject to the Statute, the redemption is in respect of the PreferredShares in accordance with Schedule A to these Articles), including out of capital.

VARIATION OF RIGHTS OF SHARES

9. Subject to Schedule A, if at any time the share capital of the Company is divided into different classes or series of shares, therights attached to any class or series (unless otherwise provided by the terms of issue of the shares of that class or series) maynot, whether or not the Company is being wound-up, be varied without the consent in writing of the holders of at least amajority of the issued shares of that class or series, or without the sanction of a Special Resolution passed at a general meetingof the holders of the shares of that class or series. For the avoidance of doubt, the mere issuance of shares, whether by newissuance, reclassification or otherwise, of any new class or series of shares or any other securities convertible into EquitySecurities of the Company or its Subsidiaries ranking on parity with or senior to any existing class or series of Shares or anyincrease in the authorized or designated number of any such new class or series in accordance with Section 6 of Schedule Ashall not be deemed to have varied the rights attached to any existing class or series of shares.

The provisions of these Articles relating to general meetings shall apply to every such general meeting of the holders of oneclass of shares except that the necessary quorum shall be one (1) person holding, or representing by proxy, at least a majority ofthe issued shares of the class and that any holder of shares of the class present in person or by proxy may demand a poll.

10. Subject to Schedule A, the rights conferred upon the holders of the shares of any class issued with preferred or other rightsshall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by thecreation or issue of further shares ranking pari passu therewith.

COMMISSION ON SALE OF SHARES

11. Subject to the provisions of the Statute and these Articles (including but not limited to Schedule A), the Company may (i) pay acommercially reasonable commission to any person in consideration of his subscribing or agreeing to subscribe whetherabsolutely or conditionally for any shares of the Company, which commissions may be satisfied by the payment of cash or thelodgment of fully or partly paid-up shares or partly in one way and partly in the other and (ii) pay, on any issue of shares, suchbrokerage fees as may be lawful and commercially reasonable.

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NON-RECOGNITION OF TRUSTS

12. No person shall be recognized by the Company as holding any share upon any trust, and the Company shall not be bound by orbe compelled in any way to recognize (even when having notice thereof), any equitable, contingent, future, or partial interest inany share, or any interest in any fractional part of a share, or (except only as is otherwise provided by these Articles or theStatute) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder.

REGISTRATION OF EMPOWERING INSTRUMENTS

13. The Company shall be entitled to charge a fee not exceeding one dollar (US$1.00) on the registration of every probate, lettersof administration, certificate of death or marriage, power of attorney, or other instrument.

TRANSMISSION OF SHARES

14. In case of the death of a Member, the survivor or survivors where the deceased was a joint holder, and the legal personalrepresentatives of the deceased where he was a sole holder, shall be the only persons recognized by the Company as having anytitle to his interest in the shares, but nothing herein contained shall release the estate of any such deceased holder from anyliability in respect of any shares which had been held by him solely or jointly with other persons.

15. Any person becoming entitled to a share in consequence of the death or bankruptcy or liquidation or dissolution of a Member(or in any other way than by transfer) may, upon such evidence being produced as may from time to time be required by theDirectors and, subject as hereinafter provided, elect either to be registered himself as holder of the share or to make suchtransfer of the share to such other person nominated by him as the deceased or bankrupt person could have made and to havesuch person registered as the transferee thereof, but the Directors shall, in either case, have the same right to decline or suspendregistration as they would have had in the case of a transfer of the share by that Member before his death or bankruptcy as thecase may be. If the person so becoming entitled shall elect to be registered himself as holder, such person shall deliver or sendto the Company a notice in writing signed by such person so stating such election.

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16. A person becoming entitled to a share by reason of the death or bankruptcy or liquidation or dissolution of the holder (or in anyother case than by voluntary transfer) shall be entitled to the same dividends and other advantages to which he would beentitled if he were the registered holder of the share, except that he shall not, before being registered as a Member in respect ofthe share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company;provided that the Directors may at any time give notice requiring any such person to elect either to be registered himself or totransfer the share and if the notice is not complied with within ninety (90) days the Directors may thereafter withhold paymentof all dividends, bonuses or other monies payable in respect of the share until the requirements of the notice have beencomplied with.

AMENDMENT OF MEMORANDUM OF ASSOCIATION, ALTERATION OFCAPITAL & CHANGE OF LOCATION OF REGISTERED OFFICE

17. (a) Subject to the provisions of the Statute and these Articles (including but not limited to Schedule A), the Company mayfrom time to time alter or amend its Memorandum with respect to any objects, powers or other matters specifiedtherein to:

(i) by Special Resolution increase the share capital by such sum to be divided into shares of such amount orwithout nominal or par value as the resolution shall prescribe and with such rights, priorities and privilegesannexed thereto, as the Company in general meeting may determine;

(ii) by Special Resolution consolidate and divide all or any of its share capital into shares of larger amount thanits existing shares;



(iii) by Special Resolution divide or subdivide all or any of its share capital into shares of smaller amount than isfixed by the Memorandum or into shares without nominal or par value;

(iv) by Special Resolution cancel any shares which at the date of the passing of the resolution have not beentaken or agreed to be taken by any person and diminish the amount of its share capital by the amount of theshares so cancelled.

(b) All new shares created hereunder shall be subject to the same provisions with reference to transfer, transmission, andotherwise as the shares in the original share capital.

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(c) Subject to the provisions of the Statute and these Articles (including but not limited to Schedule A), the Companymay by Special Resolution reduce its share capital and any capital redemption reserve fund.

(d) Subject to the provisions of the Statute and these Articles (including but not limited to Schedule A), the Companymay by resolution of the Directors change the location of its Registered Office.

FIXING RECORD DATE

18. The Directors may fix in advance a date as the record date for any determination of Members entitled to notice of or to attendor vote at a meeting of the Members. For the purpose of determining the Members entitled to receive payment of any dividend,the Directors may, at or within ninety (90) days prior to the date of declaration of such dividend, fix a subsequent date as therecord date for such determination.

19. If no record date is fixed for the determination of Members entitled to notice of or to attend or vote at a meeting of Members orMembers entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which theresolution of the Directors declaring such dividend is adopted, as the case may be, shall be the record date for suchdetermination of Members. When a determination of Members entitled to attend or receive notice of, attend or vote at anymeeting of Members has been made as provided in this Article 19, such determination shall apply to any adjournment thereof.

GENERAL MEETING

20. All general meetings other than annual general meetings shall be called extraordinary general meetings.

21. The Company may hold a general meeting as its annual general meeting but shall not (unless required by Statute) be obliged tohold an annual general meeting. The annual general meeting, if held, shall be held at such time and place as the Directors shallappoint with notices properly given pursuant to Article 26. At these meetings the report of the Directors (if any) shall bepresented.

22. The Directors may call general meetings, and they shall, on the requisition of Members of the Company holding at the date ofdeposit of the requisition not less than ten percent (10%) of the paid up capital of the Company as at the date of the depositcarries the right of voting at general meetings of the Company, forthwith proceed to convene an extraordinary general meetingof the Company.

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23. The requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the RegisteredOffice of the Company and may consist of several documents in like form each signed by one or more requisitionists.

24. If the Directors do not within twenty-one (21) days from the date of the deposit of the requisition duly proceed to convene ageneral meeting, the requisitionists, or any of them representing not less than a majority of the aggregate voting rights of all ofthem, may themselves convene a general meeting, but any meeting so convened shall not be held after the expiration of three(3) Months after the expiration of the said twenty-one (21) days.

25. A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly as possible as thatin which general meetings are to be convened by Directors.

NOTICE OF GENERAL MEETINGS

26. At least five (5) days� notice shall be given of an annual general meeting and at least seven (7) days� notice shall be given ofany other general meeting unless such notice is waived either before, at or after such annual or other general meeting (a) in thecase of a general meeting called as an annual general meeting, by all the Members entitled to attend and vote thereat or theirproxies; and (b) in the case of any other general meeting, by the Majority Preferred Shareholders. Every notice shall beexclusive of the day on which it is given or deemed to be given and shall specify the place, the day and the hour of the meetingand the general nature of the business and shall be given in the manner hereinafter mentioned; provided that any generalmeeting of the Company shall, whether or not the notice specified in this regulation has been given and whether or not theprovisions of Articles 21 � 25 have been complied with, be deemed to have been duly convened if it is so agreed by theMajority Preferred Shareholders, subject to the compliance with Article 27.

PROCEEDINGS AT GENERAL MEETINGS

27. No business shall be transacted at any general meeting unless a quorum of Members are present at the time when the meetingproceeds to business. The holders of (i) greater than fifty percent (50%) of the aggregate voting power of all of the shares (onan as-converted basis) entitled to notice of and to attend and vote at such general meeting, and (ii) Majority PreferredShareholders, present in person or by proxy or if a company or other non-natural person by its duly authorized representativeshall be a quorum of Members of a general meeting. If within half an hour from the time appointed for the meeting a quorumis not present, the meeting, if convened upon the requisition of Members, shall be dissolved and in any other case it shall standadjourned to the same day in the next week at the same time and place or to such other time or such other place as the Directorsmay determine and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for themeeting, the Members present shall be a quorum.

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28. A person shall be deemed to be present at a general meeting if he participates by telephone or other electronic means and allpersons participating in the meeting are able to hear each other or if such person is represented by proxy in accordance withArticles 40 � 43.

29. An action that may be taken by the Members at a meeting may also be taken by a resolution of Members consented to inwriting or by telex, telegram, cable, facsimile or other written electronic communication, without the need for any notice. Theconsent may be in the form of counterparts, each counterpart being signed by one or more Members.

30. If within thirty (30) minutes from the time appointed for the meeting a quorum is not present, the meeting shall be dissolved.

31. The chairman, if any, of the Board shall preside as chairman at every general meeting of the Company, or if there is no suchchairman, or if he shall not be present within fifteen (15) minutes after the time appointed for the holding of the meeting, or isunwilling to act, the Members present shall elect one (1) of their number to be chairman of the meeting.

32. The chairman may, with the consent of any general meeting duly constituted hereunder at which a quorum is present (and shallif so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall betransacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment tookplace. When a general meeting is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as inthe case of an original meeting. Otherwise it shall not be necessary to give any such notice.

33. At any general meeting, a resolution put to the vote of the meeting shall be decided by the vote of the requisite majoritypursuant to a poll of the Members. Unless otherwise required by Statute or these Articles, including Schedule A, such requisitemajority shall be a simple majority of votes cast, on a fully diluted and as converted basis.

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VOTES OF MEMBERS

34. Subject to these Articles (including but not limited to Schedule A), every Member of record present or, if such Member is acorporation or other non-natural person, such Member is present by its duly authorized representative, shall have one (1) votefor each share registered in his name in the register of Members.

35. In the case of joint holders of record, the vote of the senior who tenders a vote, whether in person or by proxy, shall be acceptedto the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in whichthe names stand in the register of Members.

36. A Member of unsound mind, or in respect of whom an order has been made by any court, having jurisdiction in lunacy, mayvote by his committee, receiver, curator bonis, or other person in the nature of a committee, receiver or curator bonis appointedby that court, and any such committee, receiver, curator bonis, or other person may vote by proxy.

37. No Member shall be entitled to vote at any general meeting unless he is registered as a Member of the Company on the recorddate for such meeting nor unless all calls or other sums presently payable by him in respect of shares in the Company havebeen paid.

38. No objection shall be raised to the qualification of any voter except at the general meeting or adjourned general meeting atwhich the vote objected to is given or tendered and every vote not disallowed at such general meeting shall be valid for allpurposes. Any such objection made in due time shall be referred to the determination of the chairman of the general meeting tobe exercised in his or her reasonable discretion.

39. Votes may be given either personally or by proxy.

PROXIES

40. The instrument appointing a proxy shall be in writing and shall be executed under the hand of the appointor or of his attorneyduly authorized in writing, or, if the appointor is a corporation under the hand of an officer or attorney duly authorized in thatbehalf. A proxy need not be a Member of the Company.

41. The instrument appointing a proxy shall be deposited at the Registered Office of the Company or at such other place as isspecified for that purpose in the notice convening the meeting no later than the time for holding the meeting, or adjournedmeeting.

42. The instrument appointing a proxy may be in any usual or common form and may be expressed to be for a particular meetingor any adjournment thereof or generally until revoked.

43. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death orinsanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, or the transfer ofthe share in respect of which the proxy is given provided that no intimation in writing of such death, insanity, revocation ortransfer as aforesaid shall have been received by the Company at the Registered Office before the commencement of thegeneral meeting, or adjourned meeting at which it is sought to use the proxy.

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CORPORATE MEMBERS

44. Any corporation which is a Member of record of the Company may in accordance with its articles or other governingdocuments, or in the absence of such provision by resolution of its directors or other governing body, authorize such person asit thinks fit to act as its representative at any meeting of the Company or of any class of Members of the Company, and theperson so authorized shall be entitled to exercise the same powers on behalf of the corporation which he represents as thecorporation could exercise if it were an individual Member of record of the Company.

SHARES THAT MAY NOT BE VOTED

45. Shares of its own capital belonging to the Company or held by it in a fiduciary capacity shall not be voted, directly orindirectly, at any meeting and shall not be counted in determining the total number of outstanding shares at any given time.

DIRECTORS

46. There shall be a Board consisting of a maximum of nine (9) persons, unless increased by a Special Resolution, subject to theconsent required pursuant to Schedule A.

47. Directors shall be entitled to be reimbursed for traveling, hotel and other expenses properly incurred by them in going to,attending and returning from meetings of the Directors, or any committee of the Directors, or general meetings of theCompany, or otherwise in connection with the business of the Company, or to receive a fixed allowance in respect thereof asmay be determined by the Directors from time to time, or a combination partly of one such method and partly the other.Subject to these Articles (including but not limited to Schedule A), the Directors may by resolution award special remunerationto any Director of the Company undertaking any special work or services for, or undertaking any special mission on behalf of,the Company other than his ordinary routine work as a Director.

48. Subject to these Articles (including but not limited to Schedule A), a Director may hold any other office or place of profit underthe Company (other than the office of Auditor) in conjunction with his office of Director for such period and on such terms asto remuneration and otherwise as the Directors may determine.

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49. Subject to these Articles (including but not limited to Schedule A), a Director may act by himself or his firm in a professionalcapacity for the Company and he or his firm shall be entitled to remuneration for professional services as if he were not aDirector.

50. A shareholder qualification for Directors may be fixed by the Company in general meeting, but unless and until so fixed noqualification shall be required.

51. Subject to these Articles (including but not limited to Schedule A), a Director of the Company may be or become a director orother officer of or otherwise interested in any company promoted by the Company or in which the Company may be interestedas shareholder or otherwise and no such Director shall be accountable to the Company for any remuneration or other benefitsreceived by him as a director or officer of, or from his interest in, such other company.

52. In addition to any further restrictions set forth in these Articles (including but not limited to Schedule A), no person shall bedisqualified from the office of Director or prevented by such office from contracting with the Company, either as vendor,purchaser or otherwise, nor shall any such contract or any contract or transaction entered into by or on behalf of the Companyin which any Director shall be in any way interested be or be liable to be avoided, nor shall any Director so contracting orbeing so interested be liable to account to the Company for any profit realized by any such contract or transaction by reason ofsuch Director holding office or of the fiduciary relation thereby established. A Director shall be at liberty to vote in respect ofany contract or transaction in which he is interested; provided that the nature of the interest of any Director in any such contractor transaction shall be disclosed by him at or prior to its consideration and any vote thereon.

53. A general notice or disclosure to the Directors or otherwise contained in the minutes of a meeting or a written resolution of thedirectors or any committee thereof that a Director is a member of any specified firm or company and is to be regarded asinterested in any transaction with such firm or company shall be sufficient disclosure under Article 52 and after such generalnotice it shall not be necessary to give special notice relating to any particular transaction.

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POWERS AND DUTIES OF DIRECTORS

54. The business of the Company shall be managed by the Directors (or a sole Director if only one is appointed) who may pay allexpenses incurred in promoting, registering and setting up the Company, and may exercise all such powers of the Company asare not inconsistent, from time to time by the Statute, or by these Articles, or as may be prescribed by the Company in generalmeeting provided that no regulations made by the Company in general meeting shall invalidate any prior act of the Directorswhich would have been valid if that regulation had not been made, and provided further that, for the avoidance of doubt andwithout limiting the generality of the foregoing, the Directors shall undertake none of those acts described in Section 6 ofSchedule A or in Article 9 without the prior approval therein required.

55. The Directors may from time to time and at any time by powers of attorney appoint any company, firm, person or body ofpersons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for suchpurpose and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors underthese Articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorney maycontain such provisions for the protection and convenience of persons dealing with any such attorneys as the Directors maythink fit and may also authorize any such attorney to delegate all or any of the powers, authorities and discretions vested inhim.

56. All checks, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for monies paid to theCompany shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be in such manner as the Directorsshall from time to time by resolution determine.

57. The Directors shall cause minutes to be made in books provided for the purpose:

(a) of all appointments of officers made by the Directors;

(b) of the names of the Directors (including those represented thereat by proxy) present at each meeting of the Directorsand of any committee of the Directors;

(c) of all resolutions and proceedings at all meetings of the Company and of the Directors and of committees of Directors.

58. Subject to these Articles (including but not limited to Schedule A), the Directors on behalf of the Company may pay a gratuityor pension or allowance on retirement to any Director who has held any other salaried office or place of profit with theCompany or to his widow or dependants and may make contributions to any fund and pay premiums for the purchase orprovision of any such gratuity, pension or allowance.

59. Subject to these Articles (including but not limited to Schedule A), the Directors may exercise all the powers of the Companyto borrow money and to mortgage or charge its undertaking, property and uncalled capital or any part thereof and to issueDebentures whether outright or as security for any debt, liability or obligation of the Company or of any third party.

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MANAGEMENT

60. Subject to these Articles (including but not limited to Schedule A):

(a) The Directors may from time to time provide for the management of the affairs of the Company in such manner asthey shall think fit and the provisions contained in the three next following paragraphs shall be without prejudice tothe general powers conferred by this paragraph.

(b) The Directors from time to time and at any time may establish any committees (including a compensation committee),local boards or agencies for managing any of the affairs of the Company and may appoint any persons to be membersof such committees or local boards or any managers or agents and may fix their remuneration.

(c) The Directors from time to time and at any time may delegate to any such committee (including a compensationcommittee), local board, manager or agent any of the powers, authorities and discretions for the time being vested inthe Directors and may authorize the members for the time being of any such local board, or any of them to fill up anyvacancies therein and to act notwithstanding vacancies and any such appointment or delegation may be made on suchterms and subject to such conditions as the Directors may think fit and the Directors may at any time remove anyperson so appointed and may annul or vary any such delegation, but no person dealing in good faith and withoutnotice of any such annulment or variation shall be affected thereby.

(d) Any such delegates as aforesaid may be authorized by the Directors to sub-delegate all or any of the powers,authorities, and discretions for the time being vested in them.

PROCEEDINGS OF DIRECTORS

61. Subject to these Articles (including but not limited to Schedule A), the Directors shall meet together for the dispatch ofbusiness, convening, adjourning and otherwise regulating their meetings as they think fit, and questions arising at any meetingshall be decided by a majority of votes (unless a higher vote is required pursuant to the Statute or these Articles, including butnot limited to Schedule A) of the Directors present at a meeting at which there is a quorum, with each having one (1) vote andGao Jing (高靖) having a casting vote in the event of a tie.

62. A Director may, and the Secretary of the Company on the requisition of a Director, shall, at any time, summon a meeting of theDirectors by at least five (5) days� notice in writing to every Director which notice shall set forth the general nature of thebusiness to be considered; provided that notice is given pursuant to Articles 91 � 95; provided further that notice may bewaived on behalf of all of the Directors before, after, or at the meeting by the vote or consent of all the Directors.

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63. The quorum necessary for the transaction of the business of the Directors is a majority of Directors, including the MajorityInvestor Directors. For the purposes of this Article 63 a proxy appointed by a Director shall only be counted in a quorum at ameeting at which the Director appointing him is not present; provided always that if there shall at any time be only a soleDirector the quorum shall be one (1).

64. Subject to Article 63, the continuing Directors may act notwithstanding any vacancy in their body. However, if and so long astheir number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors, thecontinuing Directors or Director may act for the purpose of increasing the number of Directors to that number, or ofsummoning a general meeting of the Company, but for no other purpose.

65. The Directors may elect a chairman of their board and determine the period for which he is to hold office, but if no suchchairman is elected, or if at any meeting the chairman is not present, the Directors present may choose one of their numbers tobe chairman of the meeting.

66. Subject to these Articles (including but not limited to Schedule A), the Directors may delegate any of their powers (subject toany limitations imposed on the Directors) to committees consisting of such member or members of the Board as they think fit;any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on itby the Directors and by these Articles (including but not limited to Schedule A). A committee may meet and adjourn as itthinks proper. Questions arising at any committee meeting shall be determined by a majority of votes of the members present.

67. The Company shall provide that members of the Board or of any committee thereof may participate in a meeting of the Boardor of such committee by means of conference telephone or similar communications equipment by means of which all personsparticipating in the meeting can hear each other, and participation in a meeting pursuant to this provision shall constitutepresence in person at such meeting; provided that a meeting of a Board or committee shall not be valid if the Company doesnot make such means of participation reasonably available to the members thereof.

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68. A resolution in writing (in one or more counterparts), signed by all the Directors for the time being or all the members of acommittee of Directors shall be as valid and effectual as if it had been passed at a meeting of the Directors or committee as thecase may be duly convened and held.

69. A Director may be represented at any meetings of the Board by a proxy appointed by him in which event the presence or voteof the proxy shall for all purposes be deemed to be that of the Director. The provisions of Articles 40 � 43 shall apply, mutatismutandis, to the appointment of proxies by Directors.

VACATION OF OFFICE OF DIRECTOR

70. The office of a Director shall be vacated if he or she gives notice in writing to the Company that he or she resigns the office ofDirector, if he or she dies or if he or she is found a lunatic or becomes of unsound mind, and such vacated office may be filledonly pursuant to Article 71 or Article 72, as applicable.

APPOINTMENT AND REMOVAL OF DIRECTORS

71. Subject to Section 6 and 7 of Schedule A, all Directors shall be elected by a majority vote of outstanding Ordinary Shares andPreferred Shares (voting together and not as separate classes).

72. Subject to Section 6 and 7 of Schedule A, any vacancy on the Board occurring because of the death, resignation or removal of aDirector elected by the holders of any class or series of shares shall be filled by the vote or written consent of the holders of amajority of the shares of such class or series of shares; provided, that the Directors shall have the power at any time and fromtime to time to appoint any person to be a Director in order to fill a casual vacancy on the Board.

PRESUMPTION OF ASSENT



73. A Director who is present at a meeting of the Board at which action on any Company matter is taken shall be presumed to haveassented to the action taken unless his dissent shall be entered in the Minutes of the meeting or unless he shall file his writtendissent from such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forwardsuch dissent by registered mail to such person immediately after the adjournment of the meeting. Such right to dissent shall notapply to a Director who voted in favor of such action.

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SEAL

74. The Company may, if the Directors so determine, have a Seal which shall, subject to this Article 74, only be used by theauthority of the Directors or of a committee of the Directors authorized by the Directors in that behalf and every instrument towhich the Seal has been affixed shall be signed by at least one (1) person who shall be either a Director or the Secretary orsecretary-treasurer or some person appointed by the Directors for the purpose. The Company may have a duplicate Seal orSeals each of which shall be a facsimile of the Seal of the Company and, if the Directors so determine, with the addition on itsface of the name of every place where it is to be used. A Director, Secretary or other duly authorized officer or representativeor attorney may without further authority of the Directors affix the Seal of the Company over his signature alone to anydocument of the Company required to be authenticated by him under Seal or to be filed with the Registrar of Companies in theCayman Islands or elsewhere wheresoever.

OFFICERS

75. The Company may have a president, a Secretary or secretary-treasurer appointed by the Directors who may also from time totime appoint such other officers as they consider necessary, all for such terms, at such remuneration and to perform such duties,and subject to such provisions as to disqualification and removal as the Directors from time to time prescribe.

DIVIDENDS, DISTRIBUTIONS AND RESERVE

76. Subject to the Statute and the provisions of these Articles (including but not limited to Schedule A), the Directors may fromtime to time declare dividends (including interim dividends) and distributions on shares of the Company outstanding andauthorize payment of the same out of the funds of the Company lawfully available therefor.

77. Subject to the Statute and the provisions of these Articles (including but not limited to Schedule A), the Directors may, beforedeclaring any dividends or distributions, set aside such sums as they think proper as a reserve or reserves which shall at thediscretion of the Directors, be applicable for any purpose of the Company and pending such application may, at the likediscretion, be employed in the business of the Company.

78. No dividend or distribution shall be payable except out of the profits of the Company, realized or unrealized, or out of the sharepremium account or as otherwise permitted by the Statute.

79. Subject to the rights of persons, if any, with shares with special rights as to dividends or distributions, if dividends ordistributions are to be declared on a class of shares they shall be declared and paid according to the amounts paid or credited aspaid on the shares of such class outstanding on the record date for such dividend or distribution as determined in accordancewith these Articles but no amount paid or credited as paid on a share in advance of calls shall be treated for the purpose of thisArticle 79 as paid on the share.

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80. The Directors may deduct from any dividend or distribution payable to any Member all sums of money (if any) presentlypayable by him to the Company on account of calls or otherwise.

81. Subject to these Articles (including but not limited to Schedule A), the Directors may declare that any dividend or distributionbe paid wholly or partly by the distribution of specific assets and in particular of paid up shares or Debentures of any othercompany or in any one or more of such ways and where any difficulty arises in regard to such distribution, the Directors maysettle the same as they think expedient and in particular may issue fractional certificates and fix the value for distribution ofsuch specific assets or any part thereof and may determine that cash payments shall be made to any Members upon the footingof the value so fixed in order to adjust the rights of all Members and may vest any such specific assets in trustees as may seemexpedient to the Directors.

82. Any dividend, distribution, interest or other monies payable in cash in respect of shares may be paid by check or warrant sentthrough the post directed to the registered address of the holder or, in the case of joint holders, to the holder who is first namedon the register of Members or to such person and to such address as such holder or joint holders may in writing direct. Everysuch check or warrant shall be made payable to the order of the person to whom it is sent. Any one of two or more jointholders may give effectual receipts for any dividends, bonuses, or other monies payable in respect of the share held by them asjoint holders.

83. No dividend or distribution shall bear interest against the Company.

CAPITALIZATION

84. Subject to these Articles (including but not limited to Schedule A), upon the recommendation of the Board, the Members mayby Special resolution authorize the Directors to capitalize any sum standing to the credit of any of the Company�s reserveaccounts (including share premium account and capital redemption reserve fund) or any sum standing to the credit of profit andloss account or otherwise available for distribution and to appropriate such sum to Members in the proportions in which suchsum would have been divisible amongst them had the same been a distribution of profits by way of dividend and to apply suchsum on their behalf in paying up in full unissued shares for allotment and distribution credited as fully paid up to and amongstthem in the proportion aforesaid. In such event the Directors shall do all acts and things required to give effect to suchcapitalization, with full power to the Directors to make such provisions as they think fit for the case of shares becomingdistributable in fractions (including provisions whereby the benefit of fractional entitlements accrue to the Company rather thanto the Members concerned). Subject to these Articles (including but not limited to Schedule A), the Directors may authorizeany person to enter into, on behalf of all of the Members interested, an agreement with the Company providing for suchcapitalization and matters incidental thereto and any agreement made under such authority shall be effective and legallybinding on all concerned.

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BOOKS OF ACCOUNT

85. The Directors shall cause proper books of account to be kept with respect to:

(a) All sums of money received and expended by the Company and the matters in respect of which the receipt orexpenditure takes place;

(b) All sales and purchases of goods by the Company; and

(c) The assets and liabilities of the Company.

Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fairview of the state of the Company�s affairs and to explain its transactions.

86. Subject to any agreement binding on the Company (including without limitation the Shareholders Agreement), the Directorsshall from time to time determine whether and to what extent and at what times and places and under what conditions orregulations the accounts and books of the Company or any of them shall be open to the inspection of Members not beingDirectors, and no Member (not being a Director) shall have any right of inspecting any account or book or document of theCompany except as conferred by Statute or authorized by the Company.

87. The Directors may from time to time cause to be prepared and to be laid before the Company in general meeting profit and lossaccounts, balance sheets, group accounts (if any) and such other reports and accounts as may be required by applicable Law.

AUDIT

88. Subject to these Articles (including but not limited to Schedule A), the Board may at any time appoint or remove an Auditor orAuditors of the Company who shall hold office for a period specified by the Board.

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89. Every Auditor of the Company shall have a right of access at all times to the books and accounts and vouchers of the Companyand shall be entitled to require from the Directors and officers of the Company such information and explanation as may benecessary for the performance of the duties of the Auditors.

90. Auditors shall, following their appointment and at any other time during their term of office, upon request of the Directors,make a report on the accounts of the Company during their tenure of office.

NOTICES

91. Notices shall be in writing and may be given by the Company or any person entitled to give notice to any Member eitherpersonally or by sending it by next-day or second-day courier service, fax, electronic mail or similar means to him or to hisaddress as shown in the register of Members, such notice, if mailed, to be forwarded airmail if the address is outside theCayman Islands.

92. (a) Where a notice is sent by next-day or second-day courier service, service of the notice shall be deemed to be effectedby properly addressing, pre-paying and sending by next-day or second-day service through an internationally-recognized courier a letter containing the notice, with a confirmation of delivery, and by two (2) days having passedafter the letter containing the same is sent as aforesaid.

(b) Where a notice is sent by fax or electronic mail, service of the notice shall be deemed to be effected on the same daythat it has been properly addressed and sent through a transmitting organization, with a reasonable confirmation ofdelivery.

(c) Any notice received on a day that is not a business day shall be deemed only to become effective on the immediatelyfollowing business day.

93. A notice may be given by the Company to the joint holders of record of a share by giving the notice to the joint holder firstnamed on the register of Members in respect of the share.

94. A notice may be given by the Company to the person or persons which the Company has been advised are entitled to a share orshares in consequence of the death or bankruptcy of a Member by sending it, subject to Articles 92 and 93, to them by name, orby the title of representatives of the deceased, or trustee of the bankrupt, or by any like description at the address supplied forthat purpose by the persons claiming to be so entitled, or at the option of the Company by giving the notice in any manner inwhich the same might have been given if the death or bankruptcy had not occurred.

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95. Notice of every general meeting shall be given in any manner hereinbefore authorized to:

(a) every person shown as a Member in the register of Members as of the record date for such meeting except that in thecase of joint holders the notice shall be sufficient if given to the joint holder first named in the register of Members;and

(b) every person upon whom the ownership of a share devolves by reason of his being a legal personal representative or atrustee in bankruptcy of a Member of record where the Member of record but for his death or bankruptcy would beentitled to receive notice of the meeting.

No other person shall be entitled to receive notices of general meetings pursuant to these Articles.

WINDING UP

96. If the Company shall be wound up, any liquidator must be approved by Special Resolution and in accordance with Section 6 ofSchedule A.

97. If the Company shall be wound up, the assets available for distribution amongst the Members shall be distributed in accordancewith Section 2 of Schedule A; provided that no Member shall be compelled to accept any shares or other securities whereonthere is any liability.

INDEMNITY

98. (a) To the maximum extent permitted by applicable Law, the Directors and officers for the time being of the Companyand any trustee for the time being acting in relation to any of the affairs of the Company and their heirs, executors,administrators and personal representatives respectively shall be indemnified out of the assets of the Company fromand against all actions, proceedings, costs, charges, losses, damages and expenses which they or any of them shall ormay incur or sustain by reason of any act done or omitted in or about the execution of their duty in their respectiveoffices or trusts, except such (if any) as they shall incur or sustain by or through their own willful neglect or willfuldefault, and no such Director or officer or trustee shall be answerable for the acts, receipts, neglects or defaults of anyother Director or officer or trustee or for joining in any receipt for the sake of conformity or for the solvency orhonesty of any banker or other persons with whom any monies or effects belonging to the Company may be lodged ordeposited for safe custody or for any insufficiency of any security upon which any monies of the Company may beinvested or for any other loss or damage due to any such cause as aforesaid or which may happen in or about theexecution of his office or trust unless the same shall happen through the willful neglect or willful default of suchDirector or officer or trustee.

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(b) To the maximum extent permitted by applicable Law, the Directors and officers for the time being of the Companyand any trustee for the time being acting in relation to any of the affairs of the Company and their heirs, executors,administrators and personal representatives respectively shall not be personally liable to the Company or its Membersfor monetary damages for breach of their duty in their respective offices, except such (if any) as they shall incur orsustain by or through their own willful neglect or willful default respectively.

FINANCIAL YEAR

99. Unless a majority of the Board (including the Majority Investor Directors) agrees otherwise, the financial year of the Companyshall end on December 31 in each year and, following the year of incorporation, shall begin on January 1 in each year.

TRANSFER BY WAY OF CONTINUATION

100. If the Company is exempted as defined in the Statute, it shall, subject to the provisions of the Statute and with the approval of(i) a Special Resolution and (ii) the Majority Preferred Shareholders, have the power to register by way of continuation as abody corporate under the Laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

LIEN

101. The Company has a first and paramount lien on every Share (whether or not fully paid) for all amounts (whether presentlypayable or not) payable at a fixed time or called in respect of that Share. The Company also has a first and paramount lien onevery Share (whether or not fully paid) registered in the name of a Person indebted or under liability to the Company (whetherhe is the sole registered holder of a Share or one of two or more joint holders) for all amounts owing by him or his estate to theCompany (whether or not presently payable). The Directors may at any time declare a Share to be wholly or in part exemptfrom the provisions of this Article. The Company�s lien on a Share extends to any amount payable in respect of it.

102. The Company may sell, in such manner as the Directors may determine, any Share on which the Company has a lien, but nosale shall be made unless an amount in respect of which the lien exists is presently payable nor until the expiration of fourteendays after a notice in writing, demanding payment of such part of the amount in respect of which the lien exists as is presentlypayable, has been given to the registered holder for the time being of the Share, or the Persons entitled thereto by reason of hisdeath or bankruptcy.

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103. For giving effect to any such sale the Directors may authorise some Person to transfer the Shares sold to the purchaser thereof.The purchaser shall be registered as the holder of the Shares comprised in any such transfer and he shall not be bound to see tothe application of the purchase money, nor shall his title to the Shares be affected by any irregularity or invalidity in theproceedings in reference to the sale.

104. The proceeds of the sale after deduction of expenses, fees and commission incurred by the Company shall be received by theCompany and applied in payment of such part of the amount in respect of which the lien exists as is presently payable, and theresidue shall (subject to a like lien for sums not presently payable as existed upon the Shares prior to the sale) be paid to thePerson entitled to the Shares immediately prior to the sale.

CALLS ON SHARES

105. The Directors may from time to time make calls upon the Shareholders in respect of any moneys unpaid on their Shares, andeach Shareholder shall (subject to receiving at least fourteen days� notice specifying the time or times of payment) pay to theCompany at the time or times so specified the amount called on such Shares.

106. The joint holders of a Share shall be jointly and severally liable to pay calls in respect thereof.

107. If a sum called in respect of a Share is not paid before or on the day appointed for payment thereof, the Person from whom thesum is due shall pay interest upon the sum at the rate of eight percent per annum from the day appointed for the paymentthereof to the time of the actual payment, but the Directors shall be at liberty to waive payment of that interest wholly or inpart.

108. The provisions of these Articles as to the liability of joint holders and as to payment of interest shall apply in the case of non-payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of theamount of the Share, or by way of premium, as if the same had become payable by virtue of a call duly made and notified.

109. The Directors may make arrangements on the issue of partly paid Shares for a difference between the Shareholders, or theparticular Shares, in the amount of calls to be paid and in the times of payment.

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110. The Directors may, if they think fit, receive from any Shareholder willing to advance the same all or any part of the moneysuncalled and unpaid upon any partly paid Shares held by him, and upon all or any of the moneys so advanced may (until thesame would, but for such advance, become presently payable) pay interest at such rate (not exceeding without the sanction ofan Ordinary Resolution, eight percent per annum) as may be agreed upon between the Shareholder paying the sum in advanceand the Directors.

FORFEITURE OF SHARES

111. If a call, or any instalment of a call in respect of any Shares, remains unpaid after it has become due and payable the Directorsmay give to the person from whom it is due not less than five days� notice requiring payment of the amount unpaid togetherwith any interest, which may have accrued. The notice shall specify when payment is required and where payment is to bemade and shall state that if the notice is not complied with the Shares in respect of which the call was made will be liable to beforfeited.

112. If the notice is not complied with any Share in respect of which it was given may be forfeited by the passing of a resolution ofthe Directors to that effect. Such forfeiture shall include all dividends or other monies declared payable in respect of theforfeited Share and not paid before the forfeiture.

113. A forfeited Share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Directors think fitand at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Directors thinkfit. Where for the purposes of its disposal a forfeited Share is to be transferred to any person the Directors may authorise someperson to execute an instrument of transfer of the Share in favour of that person. That Person shall be registered as the holder ofthe Share, and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the Shares beaffected by any irregularity or invalidity in the proceedings in reference to the disposition or sale.

114. A person any of whose Shares have been forfeited shall cease to be a Shareholder in respect of the forfeited Shares and shallsurrender to the Company for cancellation the certificate for the Shares forfeited and shall remain liable to pay to the Companyall monies which at the date of forfeiture were payable by him to the Company in respect of those Shares forfeited togetherwith interest, but his liability shall cease if and when the Company shall have received payment in full of the amount unpaid onthe Shares forfeited.

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115. A certificate in writing under the hand of one Director or officer of the Company that a Share has been forfeited on a specifieddate shall be conclusive evidence of the fact as against all persons claiming to be entitled to the Share.

116. The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issueof a Share, becomes due and payable at a fixed time, whether on account of the par value of the Share or by way of premium asif it had been payable by virtue of a call duly made and notified.

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SCHEDULE A

The holders of Preferred Shares and Ordinary Shares shall, in addition to any other rights conferred on them under the Memorandumand these Articles have the rights set out in this Schedule A, which forms part of these Articles. In the event of any inconsistencybetween the provisions set out herein and other provisions of the Memorandum and these Articles, the provisions set out herein shallprevail to the extent permitted by applicable Laws.

1. Dividends

(a) Each holder of the Preferred Shares shall be entitled to receive, on a pro rata basis, out of any funds legally availabletherefor, non-cumulative annual dividends at the simple rate of eight percent (8%) of the applicable Original PreferredIssue Price for each of its Preferred Shares (as adjusted from time to time for any share splits, share dividends,combinations, recapitalizations and similar transactions) per annum calculated from the Closing Date (as defined inthe Series D Securities Subscription Agreement), payable if, as and when declared by the Board.

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(b) Subject to the provisions of the Statute and these Articles (including but not limited to the other requirements of thisSchedule A), (i) no dividends shall be declared or paid on the Ordinary Shares and other Preferred Shares, unless anduntil all declared dividends on each outstanding Series D Preferred Share has been paid or set aside for payment to theholders of each outstanding Series D Preferred Share, before which are declared or paid on the Ordinary Shares,Series A-1 Preferred Shares, Series A-2 Preferred Shares, Series A-2-I Preferred Shares, Series A-3 Preferred Shares,Series C-1 Preferred Shares, Series B-1 Preferred Shares, Series B-2 Preferred Shares and Series C-2 PreferredShares; (ii) after the payment of dividends on each outstanding Series D Preferred Share, all declared dividends oneach outstanding Series C-2 Preferred Share shall be paid or set aside for payment to the holders of each outstandingSeries C-2 Preferred Share, before which are declared or paid on the Ordinary Shares, Series A-1 Preferred Shares,Series A-2 Preferred Shares, Series A-2-I Preferred Shares, Series A-3 Preferred Shares, Series C-1 Preferred Shares,Series B-1 Preferred Shares and Series B-2 Preferred Shares; (iii) after the payment of dividends on each outstandingSeries D Preferred Share and Series C-2 Preferred Share, all declared dividends on each outstanding Series B-2Preferred Share shall be paid or set aside for payment to the holders of each outstanding Series B-2 Preferred Share,before which are declared or paid on the Ordinary Shares, Series A-1 Preferred Shares, Series A-2 Preferred Shares,Series A-2-I Preferred Shares, Series A-3 Preferred Shares, Series C-1 Preferred Shares and Series B-1 PreferredShares; (iv) after the payment of dividends on each outstanding Series D Preferred Share, Series C-2 Preferred Shareand Series B-2 Preferred Share, all declared dividends on each outstanding Series B-1 Preferred Share shall be paid orset aside for payment to the holders of each outstanding Series B-1 Preferred Share, before which are declared or paidon the Ordinary Shares, Series A-1 Preferred Shares, Series A-2 Preferred Shares, Series A-2-I Preferred Shares,Series A-3 Preferred Shares and Series C-1 Preferred Shares; (v) after the payment of dividends on each outstandingSeries D Preferred Share, Series C-2 Preferred Share, Series B-2 Preferred Share and Series B-1 Preferred Share, alldeclared dividends on each outstanding Series A-3 Preferred Share and Series C-1 Preferred Share shall be paid or setaside for payment to the holders of each outstanding Series A-3 Preferred Share and Series C-1 Preferred Share,before which are declared or paid on the Ordinary Shares, Series A-1 Preferred Shares, Series A-2 Preferred Sharesand Series A-2-I Preferred Shares; (vi) after the payment of dividends on each outstanding Series D Preferred Share,Series C-2 Preferred Share, Series B-2 Preferred Share, Series B-1 Preferred Share, Series A-3 Preferred Share andSeries C-1 Preferred Share, all declared dividends on each outstanding Series A-2-I Preferred Share shall be paid orset aside for payment to the holders of each outstanding Series A-2-I Preferred Share, before which are declared orpaid on the Ordinary Shares, Series A-1 Preferred Shares and Series A-2 Preferred Shares; (vii) after the payment ofdividends on each outstanding Series D Preferred Share, Series C-2 Preferred Share, Series B-2 Preferred Share,Series B-1 Preferred Share, Series A-3 Preferred Share, Series C-1 Preferred Share, and Series A-2-I Preferred Share,all declared dividends on each outstanding Series A-2 Preferred Share shall be paid or set aside for payment to theholders of each outstanding Series A-2 Preferred Share, before which are declared or paid on the Ordinary Shares andSeries A-1 Preferred Shares; (viii) and after the payment of dividends on each outstanding Series D Preferred Share,Series C-2 Preferred Share, Series B-2 Preferred Share, Series B-1 Preferred Share, Series A-3 Preferred Share,Series C-1 Preferred Share, Series A-2-I Preferred Share and Series A-2 Preferred Share, all declared dividends oneach outstanding Series A-1 Preferred Share shall be paid or set aside for payment to the holders of each outstandingSeries A-1 Preferred Share, before which are declared or paid on the Ordinary Shares.

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2. Liquidation Preference

(a) Liquidation Preferences. Upon any liquidation, dissolution, or winding up of the Company, whether voluntary orinvoluntary, including any Liquidation Event:

(i) Before any distribution or payment shall be made to the holders of the Series C-2 Preferred Shares,Series B-2 Preferred Shares, the Series B-1 Preferred Shares, the Series C-1 Preferred Shares, the Series APreferred Shares, the Ordinary Shares or any other class of shares of the Company, the holders of Series DPreferred Shares shall be entitled to receive, on parity with each other, an amount equal to 100% of theapplicable Original Series D Issue Price for each Series D Preferred Share as adjusted for any share splits,share dividends, combinations, recapitalizations and similar transactions, and plus all dividends declared andunpaid with respect thereto (the �Series D Liquidation Preference Amount�). If, upon any suchliquidation, dissolution, or winding up, the assets of the Company shall be insufficient to make payment ofthe foregoing amounts in full on all Series D Preferred Shares, then all such assets shall be distributed to theholders of Series D Preferred Shares ratably in proportion to the full amounts to which they would otherwisebe respectively entitled thereon. Notwithstanding the foregoing, if the liquidation amount, based on the assetsof the Company or proceeds received by the Company or its Shareholders available for distribution toShareholders, that each holder of the Series D Preferred Shares of the Company is entitled to receive pershare, if the distribution is made on a pari passu and pro rata basis, will not be less than two point five (2.5)times the Original Series D Issue Price (as adjusted for any share splits, share dividends, combinations,recapitalizations and similar transactions), the Series D Liquidation Preference Amount, Series C-2Liquidation Preference Amount, Series B-2 Liquidation Preference Amount, Series B-1 LiquidationPreference Amount, Series A-3 and Series C-1 Liquidation Preference Amount, Series A-2-I LiquidationPreference Amount, Series A-2 Liquidation Preference Amount and Series A-1 Liquidation PreferenceAmount under this Section 2(a) shall not be payable, and all the assets and proceeds available for distributionshall be allocated to all the holders of the Shares of the Company on a pro-rata and as-converted basis inaccordance with Section 2(a)(ix) of Schedule A below.

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(ii) After distribution or payment in full of Series D Liquidation Preference Amount pursuant toSection 2(a)(i) of Schedule A, and before any distribution or payment shall be made to the holders of theSeries B-2 Preferred Shares, the Series B-1 Preferred Shares, the Series C-1 Preferred Shares, the Series APreferred Shares, the Ordinary Shares or any other class of shares of the Company, each holder of Series C-2Preferred Shares shall be entitled to receive, on parity with each other, an amount equal to 100% of theapplicable Original Series C-2 Issue Price for each Series C-2 Preferred Share as adjusted for any share splits,share dividends, combinations, recapitalizations and similar transactions, and plus all dividends declared andunpaid with respect thereto (the �Series C-2 Liquidation Preference Amount�). If, upon any suchliquidation, dissolution, or winding up, the assets of the Company shall be insufficient to make payment ofthe foregoing amounts in full on all Series C-2 Preferred Shares, then such assets shall be distributed amongthe holders of Series C-2 Preferred Shares ratably in proportion to the full amounts to which they wouldotherwise be respectively entitled thereon. Notwithstanding the foregoing, after distribution or payment infull of Series D Liquidation Preference Amount pursuant to Section 2(a)(i) of Schedule A, if the liquidationamount, based on the assets of the Company or proceeds received by the Company or its Shareholdersavailable for distribution to Shareholders, that each holder of the Series C-2 Preferred Shares of the Companyis entitled to receive per share, if the distribution is made on a pari passu and pro rata basis, will not be lessthan two point five (2.5) times the Original Series C-2 Issue Price (as adjusted for any share splits, sharedividends, combinations, recapitalizations and similar transactions), the Series C-2 Liquidation PreferenceAmount, Series B-2 Liquidation Preference Amount, Series B-1 Liquidation Preference Amount, Series A-3and Series C-1 Liquidation Preference Amount, Series A-2-I Liquidation Preference Amount, Series A-2Liquidation Preference Amount and Series A-1 Liquidation Preference Amount under this Section 2(a) shallnot be payable, and all the assets and proceeds available for distribution after distribution or payment in fullof the Series D Liquidation Preference Amount pursuant to Section 2(a)(i) of Schedule A shall be allocated toall the holders of the Shares of the Company on a pro-rata and as-converted basis in accordance withSection 2(a)(ix) of Schedule A below.

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(iii) After distribution or payment in full of Series D Liquidation Preference Amount pursuant toSection 2(a)(i) of Schedule A, Series C-2 Liquidation Preference Amount pursuant to Section 2(a)(ii) ofSchedule A, and before any distribution or payment shall be made to the holders of the Series B-1 PreferredShares, the Series C-1 Preferred Shares, the Series A Preferred Shares, the Ordinary Shares or any other classof shares of the Company, each holder of Series B-2 Preferred Shares shall be entitled to receive, on paritywith each other, an amount equal to 150% of the applicable Original Series B-2 Issue Price for eachSeries B-2 Preferred Share as adjusted for any share splits, share dividends, combinations, recapitalizationsand similar transactions, and plus all dividends declared and unpaid with respect thereto (the �Series B-2Liquidation Preference Amount�). If, upon any such liquidation, dissolution, or winding up, the assets ofthe Company shall be insufficient to make payment of the foregoing amounts in full on all Series B-2Preferred Shares, then such assets shall be distributed among the holders of Series B-2 Preferred Sharesratably in proportion to the full amounts to which they would otherwise be respectively entitled thereon.Notwithstanding the foregoing, after distribution or payment in full of Series D Liquidation PreferenceAmount pursuant to Section 2(a)(i) of Schedule A and Series C-2 Liquidation Preference Amount pursuant toSection 2(a)(ii) of Schedule A, if the liquidation amount, based on the assets of the Company or proceedsreceived by the Company or its Shareholders available for distribution to Shareholders, that each holder ofthe Series B-2 Preferred Shares of the Company is entitled to receive per share, if the distribution is made ona pari passu and pro rata basis, will not be less than four (4) times the Original Series B-2 Issue Price (asadjusted for any share splits, share dividends, combinations, recapitalizations and similar transactions), theSeries B-2 Liquidation Preference Amount, Series B-1 Liquidation Preference Amount, Series A-3 andSeries C-1 Liquidation Preference Amount, Series A-2-I Liquidation Preference Amount, Series A-2Liquidation Preference Amount and Series A-1 Liquidation Preference Amount under this Section 2(a) shallnot be payable, and all the assets and proceeds available for distribution after distribution or payment in fullof the Series D Liquidation Preference Amount pursuant to Section 2(a)(i) of Schedule A and the Series C-2Liquidation Preference Amount pursuant to Section 2(a)(ii) of Schedule A shall be allocated to all the holdersof the Shares of the Company on a pro-rata and as-converted basis in accordance with Section 2(a)(ix) ofSchedule A below.

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(iv) After distribution or payment in full of Series D Liquidation Preference Amount pursuant toSection 2(a)(i) of Schedule A, Series C-2 Liquidation Preference Amount pursuant to Section 2(a)(ii) ofSchedule A, Series B-2 Liquidation Preference Amount pursuant to Section 2(a)(iii) of Schedule A, andbefore any distribution or payment shall be made to the holders of the Series C-1 Preferred Shares, theSeries A Preferred Shares, the Ordinary Shares or any other class of shares of the Company, each holder ofSeries B-1 Preferred Shares shall be entitled to receive, on parity with each other, an amount equal to 150%of the applicable Original Series B-1 Issue Price for each Series B-1 Preferred Share as adjusted for any sharesplits, share dividends, combinations, recapitalizations and similar transactions, and plus all dividendsdeclared and unpaid with respect thereto (the �Series B-1 Liquidation Preference Amount�). If, upon anysuch liquidation, dissolution, or winding up, the assets of the Company shall be insufficient to make paymentof the foregoing amounts in full on all Series B-1 Preferred Shares, then such assets shall be distributedamong the holders of Series B-1 Preferred Shares ratably in proportion to the full amounts to which theywould otherwise be respectively entitled thereon. Notwithstanding the foregoing, after distribution orpayment in full of Series D Liquidation Preference Amount pursuant to Section 2(a)(i) of Schedule A,Series C-2 Liquidation Preference Amount pursuant to Section 2(a)(ii) of Schedule A and Series B-2Liquidation Preference Amount pursuant to Section 2(a)(iii) of Schedule A, if the liquidation amount, basedon the assets of the Company or proceeds received by the Company or its Shareholders available fordistribution to Shareholders, that each holder of the Series B-1 Preferred Shares of the Company is entitled toreceive per share, if the distribution is made on a pari passu and pro rata basis, will not be less than four(4) times the Original Series B-1 Issue Price (as adjusted for any share splits, share dividends, combinations,recapitalizations and similar transactions), the Series B-1 Liquidation Preference Amount, Series A-3 andSeries C-1 Liquidation Preference Amount, Series A-2-I Liquidation Preference Amount, Series A-2Liquidation Preference Amount and Series A-1 Liquidation Preference Amount under this Section 2(a) shallnot be payable, and all the assets and proceeds available for distribution after distribution or payment in fullof the Series D Liquidation Preference Amount pursuant to Section 2(a)(i) of Schedule A, the Series C-2Liquidation Preference Amount pursuant to Section 2(a)(ii) of Schedule A and Series B-2 LiquidationPreference Amount pursuant to Section 2(a)(iii) of Schedule A shall be allocated to all the holders of theShares of the Company on a pro-rata and as-converted basis in accordance with Section 2(a)(ix) of ScheduleA below.

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(v) After distribution or payment in full of Series D Liquidation Preference Amount pursuant to Section 2(a)(i) ofSchedule A, Series C-2 Liquidation Preference Amount pursuant to Section 2(a)(ii) of Schedule A, Series B-2Liquidation Preference Amount pursuant to Section 2(a)(iii) of Schedule A and Series B-1 LiquidationPreference Amount pursuant to Section 2(a)(iv) of Schedule A, and before any distribution or payment shallbe made to the holders of Series A-2-I Preferred Shares, Series A-2 Preferred Shares, Series A-1 PreferredShares, the Ordinary Shares or any other class of shares of the Company, each holder of Series A-3 PreferredShares and Series C-1 Preferred Shares shall be entitled to receive, on parity with each other, an amount equalto 150% of the applicable Original Series A-3 Issue Price for each Series A-3 Preferred Share and Series C-1Preferred Share as adjusted for any share splits, share dividends, combinations, recapitalizations and similartransactions, and plus all dividends declared and unpaid with respect thereto (the �Series A-3 and Series C-1Liquidation Preference Amount�). If, upon any such liquidation, dissolution, or winding up, the assets ofthe Company shall be insufficient to make payment of the foregoing amounts in full on all Series A-3Preferred Shares and Series C-1 Preferred Shares, then such assets shall be distributed among the holders ofSeries A-3 Preferred Shares and Series C-1 Preferred Shares ratably in proportion to the full amounts towhich they would otherwise be respectively entitled thereon. Notwithstanding the foregoing, afterdistribution or payment in full of Series D Liquidation Preference Amount pursuant to Section 2(a)(i) ofSchedule A, Series C-2 Liquidation Preference Amount pursuant to Section 2(a)(ii) of Schedule A, Series B-2Liquidation Preference Amount pursuant to Section 2(a)(iii) of Schedule A and Series B-1 LiquidationPreference Amount pursuant to Section 2(a)(iv) of Schedule A, if the liquidation amount based on theremaining assets of the Company or proceeds received by the Company or its Shareholders available fordistribution to Shareholders that each holder of the Series A-3 Preferred Shares and Series C-1 PreferredShares of the Company is entitled to receive per share on a pari passu and pro rata basis will not be less thansix (6) times the Original Series A-3 Issue Price (as adjusted for any share splits, share dividends,combinations, recapitalizations and similar transactions), the Series A-3 and Series C-1 LiquidationPreference Amount, Series A-2-I Liquidation Preference Amount, Series A-2 Liquidation Preference Amountand Series A-1 Liquidation Preference Amount under this Section 2(a)(v) shall not be payable, and all theremaining assets and proceeds available for distribution after distribution or payment in full of Series DLiquidation Preference Amount, Series C-2 Liquidation Preference Amount, Series B-2 LiquidationPreference Amount and Series B-1 Liquidation Preference Amount pursuant to Section 2(a)(i) to (iv) ofSchedule A shall be allocated to all the holders of the Shares of the Company on a pro-rata and as-convertedbasis in accordance with Section 2(a)(ix) of Schedule A below.

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(vi) After distribution or payment in full of Series D Liquidation Preference Amount pursuant toSection 2(a)(i) of Schedule A, Series C-2 Liquidation Preference Amount pursuant to Section 2(a)(ii) ofSchedule A, Series B-2 Liquidation Preference Amount pursuant to Section 2(a)(iii) of Schedule A,Series B-1 Liquidation Preference Amount pursuant to Section 2(a)(iv) of Schedule A and Series A-3 andSeries C-1 Liquidation Preference Amount pursuant to Section 2(a)(v) of Schedule A, each holder ofSeries A-2-I Preferred Shares shall be entitled to receive, on parity with each other, an amount equal to 150%of the applicable Original Series A-2-I Issue Price for each Series A-2-I Preferred Share as adjusted for anyshare splits, share dividends, combinations, recapitalizations and similar transactions, and plus all dividendsdeclared and unpaid with respect thereto (the �Series A-2-I Liquidation Preference Amount�). If, uponany such liquidation, dissolution, or winding up, the assets of the Company shall be insufficient to makepayment of the foregoing amounts in full on all Series A-2-I Preferred Shares, then such assets shall bedistributed among the holders of Series A-2-I Preferred Shares ratably in proportion to the full amounts towhich they would otherwise be respectively entitled thereon. Notwithstanding the foregoing, afterdistribution or payment in full of Series D Liquidation Preference Amount, Series C-2 Liquidation PreferenceAmount, Series B-2 Liquidation Preference Amount, Series B-1 Liquidation Preference Amount andSeries A-3 and Series C-1 Liquidation Preference Amount pursuant to Section 2(a)(i) to (v) of Schedule A, ifthe liquidation amount based on the remaining assets of the Company or proceeds received by the Companyor its Shareholders available for distribution to Shareholders that each holder of the Series A-2-I PreferredShares of the Company is entitled to receive per share on a pari passu and pro rata basis will not be less thanfour (4) times the Original Series A-2-I Issue Price (as adjusted for any share splits, share dividends,combinations, recapitalizations and similar transactions), the Series A-2-I Liquidation Preference Amount,Series A-2 Liquidation Preference Amount and Series A-1 Liquidation Preference Amount under thisSection 2(a) shall not be payable, and all the remaining assets and proceeds available for distribution afterdistribution or payment in full of Series D Liquidation Preference Amount, Series C-2 Liquidation PreferenceAmount, Series B-2 Liquidation Preference Amount, Series B-1 Liquidation Preference Amount andSeries A-3 and Series C-1 Liquidation Preference Amount pursuant to Section 2(a)(i) to (v) of Schedule Ashall be allocated to all the holders of the Shares of the Company on a pro-rata and as-converted basis inaccordance with Section 2(a)(ix) of Schedule A below.

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(vii) After distribution or payment in full of Series D Liquidation Preference Amount pursuant toSection 2(a)(i) of Schedule A, Series C-2 Liquidation Preference Amount pursuant to Section 2(a)(ii) ofSchedule A, Series B-2 Liquidation Preference Amount pursuant to Section 2(a)(iii) of Schedule A,Series B-1 Liquidation Preference Amount pursuant to Section 2(a)(iv) of Schedule A, Series A-3 andSeries C-1 Liquidation Preference Amount pursuant to Section 2(a)(v) of Schedule A and Series A-2-ILiquidation Preference Amount pursuant to Section 2(a)(vi) of Schedule A, each holder of Series A-2Preferred Shares shall be entitled to receive, on parity with each other, an amount equal to 150% of theapplicable Original Series A-2 Issue Price for each Series A-2 Preferred Share as adjusted for any share splits,share dividends, combinations, recapitalizations and similar transactions, and plus all dividends declared andunpaid with respect thereto (the �Series A-2 Liquidation Preference Amount�). If, upon any suchliquidation, dissolution, or winding up, the assets of the Company shall be insufficient to make payment ofthe foregoing amounts in full on all Series A-2 Preferred Shares, then such assets shall be distributed amongthe holders of Series A-2 Preferred Shares ratably in proportion to the full amounts to which they wouldotherwise be respectively entitled thereon. Notwithstanding the foregoing, after distribution or payment infull of Series D Liquidation Preference Amount, Series C-2 Liquidation Preference Amount, Series B-2Liquidation Preference Amount, Series B-1 Liquidation Preference Amount, Series A-3 and Series C-1Liquidation Preference Amount and Series A-2-I Liquidation Preference Amount pursuant toSection 2(a)(i) through (vi) of Schedule A, if the liquidation amount based on the remaining assets of theCompany or proceeds received by the Company or its Shareholders available for distribution to Shareholdersthat each holder of the Series A-2 Preferred Shares of the Company is entitled to receive per share on a paripassu and pro rata basis will not be less than five (5) times the Original Series A-2 Issue Price (as adjusted forany share splits, share dividends, combinations, recapitalizations and similar transactions), the Series A-2Liquidation Preference Amount and Series A-1 Liquidation Preference Amount under this Section 2(a) shallnot be payable, and all the remaining assets and proceeds available for distribution after distribution orpayment in full of Series D Liquidation Preference Amount, Series C-2 Liquidation Preference Amount,Series B-2 Liquidation Preference Amount, Series B-1 Liquidation Preference Amount, Series A-3 andSeries C-1 Liquidation Preference Amount and Series A-2-I Liquidation Preference Amount pursuant toSection 2(a)(i) through (vi) of Schedule A shall be allocated to all the holders of the Shares of the Companyon a pro-rata and as-converted basis in accordance with Section 2(a)(ix) of Schedule A below.

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(viii) After distribution or payment in full of Series D Liquidation Preference Amount pursuant toSection 2(a)(i) of Schedule A, Series C-2 Liquidation Preference Amount pursuant to Section 2(a)(ii) ofSchedule A, Series B-2 Liquidation Preference Amount pursuant to Section 2(a)(iii) of Schedule A,Series B-1 Liquidation Preference Amount pursuant to Section 2(a)(iv) of Schedule A, Series A-3 andSeries C-1 Liquidation Preference Amount pursuant to Section 2(a)(v) of Schedule A, Series A-2-ILiquidation Preference Amount pursuant to Section 2(a)(vi) of Schedule A and Series A-2 LiquidationPreference Amount pursuant to Section 2(a)(vii) of Schedule A respectively, each holder of Series A-1Preferred Shares shall be entitled to receive, on parity with each other, an amount equal to 100% of theapplicable Original Series A-1 Issue Price for each Series A-1 Preferred Share as adjusted for any share splits,share dividends, combinations, recapitalizations and similar transactions, and plus all dividends declared andunpaid with respect thereto (the �Series A-1 Liquidation Preference Amount�). If, upon any suchliquidation, dissolution, or winding up, the assets of the Company shall be insufficient to make payment ofthe foregoing amounts in full on all Series A-1 Preferred Shares, then such assets shall be distributed amongthe holders of Series A-1 Preferred Shares ratably in proportion to the full amounts to which they wouldotherwise be respectively entitled thereon. Notwithstanding the foregoing, after distribution or payment infull of the Series D Liquidation Preference Amount, Series C-2 Liquidation Preference Amount, Series B-2Liquidation Preference Amount, Series B-1 Liquidation Preference Amount, Series A-3 and Series C-1Liquidation Preference Amount, Series A-2-I Liquidation Preference Amount and Series A-2 LiquidationPreference Amount pursuant to Section 2(a)(i) through (vii) of Schedule A, if the liquidation amount basedon the remaining assets of the Company or proceeds received by the Company or its Shareholders availablefor distribution to Shareholders that each holder of the Series A-1 Preferred Shares of the Company is entitledto receive per share on a pari passu and pro rata basis will not be less than four (4) times the OriginalSeries A-1 Issue Price (as adjusted for any share splits, share dividends, combinations, recapitalizations andsimilar transactions), the Series A-1 Liquidation Preference Amount under this Section 2(a)(viii) shall not bepayable, and all the remaining assets and proceeds available for distribution after distribution or payment infull of Series D Liquidation Preference Amount, Series C-2 Liquidation Preference Amount, Series B-2Liquidation Preference Amount, Series B-1 Liquidation Preference Amount, Series A-3 and Series C-1Liquidation Preference Amount, Series A-2-I Liquidation Preference Amount and Series A-2 LiquidationPreference Amount pursuant to Section 2(a)(i) through (vii) of Schedule A shall be allocated to all the holdersof the Shares of the Company on a pro-rata and as-converted basis in accordance with Section 2(a)(ix) ofSchedule A below.

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(ix) After distribution or payment in full of Series D Liquidation Preference Amount, Series C-2 LiquidationPreference Amount, Series B-2 Liquidation Preference Amount, Series B-1 Liquidation Preference Amount,Series A-3 and Series C-1 Liquidation Preference Amount, Series A-2-I Liquidation Preference Amount,Series A-2 Liquidation Preference Amount and Series A-1 Liquidation Preference Amount, or on a pro rataand as-converted basis for the relevant holders, as the case may be, pursuant to Section 2(a)(i) through(viii) of Schedule A, the remaining assets of the Company or proceeds received by the Company or itsShareholders available for distribution to Shareholders shall be distributed ratably among the holders ofoutstanding Ordinary Shares and holders of outstanding Preferred Shares (including holders of Series A-1Preferred Shares, Series A-2 Preferred Shares, Series A-3 Preferred Shares, Series A-2-I Preferred Shares,Series B-1 Preferred Shares, Series B-2 Preferred Shares, Series C Preferred Shares and Series D PreferredShares) on an as-converted basis.

(b) Liquidation on Sale or Merger. The following events shall be treated as a liquidation (each, a �Liquidation Event�)under this Section 2(b) of Schedule A unless waived by Majority Preferred Shareholders:

(i) any consolidation, reorganization, amalgamation or merger of the Company and/or its Subsidiaries orshareholders of the Subsidiaries with or into any Person, Transfer of Shares by the Shareholders of theCompany, or any other corporate reorganization or scheme of arrangement, including a sale or acquisition ofEquity Securities of the Company and/or its Subsidiaries, in which the Shareholders of the Company orshareholders of the Subsidiaries immediately before such transaction own less than fifty percent (50%) of thevoting power of the surviving company immediately after such transaction (excluding any transactioneffected solely for tax purposes or to change the Company�s domicile);



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(ii) a sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of relatedtransactions, by the Group Companies of all or substantially all of the assets of the Group Companies;

(iii) a sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of relatedtransactions, by the Group Companies of all or substantially all of the intellectual property of the GroupCompanies;

(iv) Loss of Control; or

(v) any other transaction having similar effects of any of the foregoing.

and upon any such event, any proceeds resulting to the Shareholders of the Company therefrom shall be distributed inaccordance with the terms of Section 2(a) of Schedule A.

For the above item (i) and (ii) of the Liquidation Event, in addition to the approval by the Majority PreferredShareholders, prior written consent of Antfin is required before the Company can enter into such arrangement, exceptwhere (x) Antfin will retain its corresponding shareholding percentage in the Company or any other entity that holdsthe material business or assets of the Company after such Liquidation Event, or (y) the valuation of the Companyunder such Liquidation Event is less than the post-money valuation of the Series C round of financing (i.e.USD1,968,984,527). For any transaction constituting the above item (i) and (ii) of the Liquidation Event, Antfin shallwaive its liquidation preference pursuant to Section 2(a)(ii) of Schedule A (i.e. no Series C-2 Liquidation PreferenceAmount will be paid to Antfin) should Antfin retain its corresponding shareholding percentage in the Company or anyother entity that holds the material business or assets of the Company after such Liquidation Event.

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(c) Amount Deemed Paid or Distributed. The amount deemed paid or distributed to the Shareholders of the Companyupon any such liquidation, dissolution, or winding up, including the Liquidation Event, shall be the cash or the valueof the property, rights or securities paid or distributed to such holders by the Company or the acquiring Person. If theamount deemed paid or distributed under this Section 2 of Schedule A is made in property other than in cash, thevalue of such distribution shall be the fair market value of such property, determined in good faith by the Board(including the approval of Majority Investor Directors). Any securities not subjected to investment letter or similarrestrictions on free marketability shall be valued as follows:

(i) If traded on a securities exchange, the value shall be deemed to be the average of the security�s closingprices on such exchange over the thirty (30) day period ending one (1) day prior to the distribution;

(ii) If traded over-the-counter, the value shall be deemed to be the average of the closing bid prices over thethirty (30) day period ending three (3) days prior to the distribution; and

(iii) If there is no active public market, the value shall be the fair market value thereof as determined in goodfaith by the Board (including the approval of Majority Investor Directors).

The method of valuation of securities subject to investment letter or other restrictions on free marketability shall beadjusted to make an appropriate discount from the market value determined as above in Section 2(c)(i), (ii) or (iii) toreflect the fair market value thereof as determined in good faith by the Board (including the approval of MajorityInvestor Directors), or by a liquidator if one is appointed.

The Majority Preferred Shareholders shall have the right to challenge any determination by the Board of fair marketvalue pursuant to this Section 2(c) of Schedule A, in which case the determination of fair market value shall be madeby an independent appraiser selected jointly by the Board (including the approval of Majority Investor Directors) andthe challenging parties, the cost of such appraisal to be borne by the challenging parties.

(d) Allocation of Escrow or Contingent Consideration. In the event of a Liquidation Event pursuant to Section 2(b) ofSchedule A, if any portion of the consideration payable to the Shareholders of the Company is placed into escrow, therelevant acquisition agreement shall provide that (i) the portion of such consideration that is placed in escrow shall beallocated among the holders of shares of the Company pro rata based on the amount of such consideration payable toeach Shareholder (such that each Shareholder has the same percentage of the total consideration payable to it placedinto escrow), and (ii) the portion of such consideration that is not placed in escrow shall be allocated among theholders of shares of the Company in accordance with Section 2(a) of Schedule A as if the total consideration payableto the Shareholders of the Company, without deduction for the escrowed amount, were being paid to the shareholdersof the Company.

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3. Voting Rights

Subject to the provisions of the Memorandum and these Articles, at all general meetings of the Company: (i) the holder of eachOrdinary Share issued and outstanding shall have one (1) vote in respect of each Ordinary Share held, and (ii) the holder ofeach Preferred Share shall be entitled to such number of votes as equals the whole number of Ordinary Shares into which suchholder�s collective Preferred Shares are convertible immediately after the close of business on the record date of thedetermination of the Company�s Shareholders entitled to vote or, if no such record date is established, at the date such vote istaken or any written consent of the Company�s Shareholders is first solicited. Subject to provisions to the contrary elsewherein the Memorandum and these Articles, or as required by the Statute, the holders of Preferred Shares shall vote together withthe holders of Ordinary Shares, and not as a separate class or series, on all matters put before the Shareholders.

4. Conversion Rights

The holders of the Preferred Shares shall have the following rights described below with respect to the conversion of thePreferred Shares into Ordinary Shares (once converted, the �Conversion Shares�). Subject to the provisions ofSection 4(b) of Schedule A, the number of Ordinary Shares to which a holder shall be entitled upon conversion of anyPreferred Share shall be the quotient of the applicable Original Preferred Issue Price divided by the then-effective applicableConversion Price. The relevant �Conversion Price� shall initially equal the Original Preferred Issue Price, as applicable. Forthe avoidance of doubt, the initial conversion ratio for Preferred Shares to Ordinary Shares shall be 1:1.

(a) Optional Conversion.

(i) Subject to and in compliance with the provisions of this Section 4(a) of Schedule A, and subject tocompliance with the requirements of the Statute, any Preferred Share may, at the option of the holder thereof,be converted at any time into fully-paid and nonassessable Ordinary Shares based on the then-effectiveapplicable Conversion Price.

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(ii) The holder of any Preferred Shares who desires to convert such shares into Ordinary Shares shall surrenderthe certificate or certificates therefor, duly endorsed, or affidavit of lost certificate, at the office of theCompany or any transfer agent for the Preferred Shares, and shall give written notice to the Company at suchoffice that such holder has elected to convert such shares. Such notice shall state the number of PreferredShares being converted. Thereupon, the Company shall promptly issue and deliver to such holder at suchoffice a certificate or certificates for the number of Ordinary Shares to which the holder is entitled and shallupdate its register of Members. No fractional Ordinary Shares shall be issued upon conversion of thePreferred Shares, and the number of Ordinary Shares to be so issued to a holder of Preferred Shares upon theconversion of such Preferred Shares (after aggregating all fractional Ordinary Shares that would be issued tosuch holder) shall be rounded to the nearest whole share (with one-half being rounded upward). Suchconversion shall be deemed to have been made at the close of business on the date of the surrender of thecertificates, or affidavit of lost certificate, representing the Preferred Shares to be converted, and the personentitled to receive the Ordinary Shares issuable upon such conversion shall be treated for all purposes as therecord holder of such Ordinary Shares on such date.

(b) Automatic Conversion.

(i) Without any action being required by the holder of such share and whether or not the certificatesrepresenting such share are surrendered to the Company or its transfer agent, each Preferred Share shallautomatically be converted into Ordinary Share(s) (A) upon the closing of a Qualified IPO or (B) the datewhen the Company obtains the vote or consent of Majority Series A-1 Shareholders with respect to theconversion of the Series A-1 Preferred Shares, or the Majority Series A-2 Shareholders with respect to theconversion of the Series A-2 Preferred Shares, or the Majority Series A-3 Shareholders with respect to theconversion of the Series A-3 Preferred Shares, or the Majority Series A-2-I Shareholders with respect to theconversion of the Series A-2-I Preferred Shares, or the Majority Series B-1 Shareholders with respect to theconversion of the Series B-1 Preferred Shares, or the Majority Series B-2 Shareholders with respect to theconversion of the Series B-2 Preferred Shares, or the Majority Series C-1 Shareholders with respect to theconversion of the Series C-1 Preferred Shares, or the Majority Series C-2 Shareholders with respect to theconversion of the Series C-2 Preferred Shares, or the Majority Series D Shareholders with respect to theconversion of the Series D Preferred Shares, as the case may be, based on the then-effective applicableConversion Price.

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(ii) The Company shall not be obligated to issue certificates for any Ordinary Shares issuable upon the automaticconversion of any Preferred Shares unless the certificate or certificates evidencing such Preferred Shares iseither delivered as provided below to the Company or any transfer agent for the Preferred Shares, or theholder notifies the Company or its transfer agent that such certificate has been lost, stolen or destroyed andexecutes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by itin connection with such certificate. The Company shall, as soon as practicable after receipt of certificates forPreferred Shares, or satisfactory agreement for indemnification in the case of a lost certificate, promptly issueand deliver at its office to the holder thereof a certificate or certificates for the number of Ordinary Shares towhich the holder is entitled and shall update its register of Members. No fractional Ordinary Shares shall beissued upon conversion of the Preferred Shares, and the number of Ordinary Shares to be so issued to aholder of converting Preferred Shares (after aggregating all fractional Ordinary Shares that would be issuedto such holder) shall be rounded to the nearest whole share (with one-half being rounded upward). Anyperson entitled to receive Ordinary Shares issuable upon the automatic conversion of the Preferred Sharesshall be treated for all purposes as the record holder of such Ordinary Shares on the date of such conversion.

(c) Mechanics of Conversion. The Directors of the Company may effect the conversion of the Preferred Shares in anymanner in compliance with applicable Law, including redeeming or repurchasing the Preferred Shares and applyingthe proceeds thereof towards payment for the new Ordinary Shares. For purposes of the repurchase or redemption, theDirectors may, subject to the Company being able to pay its debts in the ordinary course of business, make paymentsout of its capital.

(d) Adjustments to Conversion Price.

(i) Adjustment for Share Splits and Combinations. If the Company shall at any time, or from time to time, effecta subdivision of the outstanding Ordinary Shares, the applicable Conversion Price in effect immediately priorto such subdivision shall be proportionately decreased. Conversely, if the Company shall at any time, orfrom time to time, combine the outstanding Ordinary Shares into a smaller number of shares, the applicableConversion Price in effect immediately prior to the combination shall be proportionately increased. Anyadjustment under this paragraph shall become effective at the close of business on the date the subdivision orcombination becomes effective.

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(ii) Adjustment for Ordinary Share Dividends and Distributions. If the Company makes (or fixes a record datefor the determination of holders of Ordinary Shares entitled to receive) a dividend or other distribution to theholders of Ordinary Shares payable in Additional Equity Securities, the applicable Conversion Price then ineffect shall be decreased (but not below par value) as of the time of such issuance (or in the event such recorddate is fixed, as of the close of business on such record date) by multiplying such Conversion Price then ineffect by a fraction (i) the numerator of which is the total number of Ordinary Shares issued and outstandingimmediately prior to the time of such issuance or the close of business on such record date, and (ii) thedenominator of which is the total number of Ordinary Shares issued and outstanding immediately prior to thetime of such issuance or the close of business on such record date plus the number of Ordinary Sharesissuable in payment of such dividend or distribution.

(iii) Adjustments for Other Dividends. If the Company at any time, or from time to time, makes (or fixes arecord date for the determination of holders of Ordinary Shares entitled to receive) a dividend or otherdistribution payable in securities of the Company other than Ordinary Shares or Ordinary Share Equivalents,then, and in each such event, provision shall be made so that, upon conversion of any Preferred Sharethereafter, the holder thereof shall receive, in addition to the number of Ordinary Shares issuable thereon, theamount of securities of the Company which the holder of such share would have received had the PreferredShares been converted into Ordinary Shares immediately prior to such event, all subject to further adjustmentas provided herein.

(iv) Reorganizations, Mergers, Consolidations, Reclassifications, Exchanges, Substitutions. If at any time, orfrom time to time, any capital reorganization or reclassification of the Ordinary Shares (other than as a resultof a share dividend, subdivision, split or combination otherwise treated above) occurs or the Company isconsolidated, merged or amalgamated with or into another Person (other than a consolidation, merger oramalgamation treated as a Liquidation Event), then in any such event, provision shall be made so that, uponconversion of any Preferred Share thereafter, the holder thereof shall receive the kind and amount of sharesand other securities and property which the holder of such share would have received had the PreferredShares been converted into Ordinary Shares on the date of such event, all subject to further adjustment asprovided herein, or with respect to such other securities or property, in accordance with any terms applicablethereto.

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(v) Sale of Shares below the Conversion Price.

(A) Adjustment of Conversion Price upon Issuance of Additional Equity Securities.

In the event the Company shall at any time after the Second Original Series D Issue Date issue anyof Additional Equity Securities, for a consideration per share (which shall not be less than par value)less than the applicable Conversion Price then in effect immediately prior to such issue, then theapplicable Conversion Price of the affected Preferred Shares shall be reduced (but not below parvalue), concurrently with such issue to a price determined in accordance with the following formula:

CP2 = CP1* (A + B) ÷ (A + C). For purposes of the foregoing formula, the following definitionsshall apply:

�CP2� shall mean the Conversion Price, as applicable, in effect immediately after such issue or saleof Additional Equity Securities;

�CP1� shall mean the Conversion Price, as applicable, in effect immediately prior to such issue orsale of Additional Equity Securities;

�A� shall mean the number of Ordinary Shares outstanding immediately prior to such issue or saleof Additional Equity Securities;

�B� shall mean the number of Ordinary Shares that would have been issued or sold if suchAdditional Equity Securities had been issued or sold at a price per share equal to CP1 (determinedby dividing the aggregate consideration received by the Company in respect of such issue or sale byCP1); and

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�C� shall mean the number of such Additional Equity Securities issued or sold in such transaction.

For purposes of the above calculation, the number of Ordinary Shares outstanding immediately priorto such issue or sale of Additional Equity Securities shall be calculated assuming conversion orexercise of all Ordinary Share Equivalents.

(B) Determination of Consideration. For the purpose of making any adjustment to any applicableConversion Price or the number of Ordinary Shares issuable upon conversion of the PreferredShares, as provided above:

(1) To the extent it consists of cash, the consideration received by the Company for any issueor sale of securities shall be computed at the net amount of cash received by the Companyafter deduction of any underwriting or similar commissions, compensations, discounts orconcessions paid or allowed by the Company in connection with such issue or sale;

(2) To the extent it consists of property other than cash, consideration other than cash receivedby the Company for any issue or sale of securities shall be computed at the fair marketvalue thereof (as determined in good faith by the Board, including the approval of MajorityInvestor Directors), as of the date of the adoption of the resolution specifically authorizingsuch issue or sale, irrespective of any accounting treatment of such property; and

(3) If Additional Equity Securities are issued or sold together with other stock or securities orother assets of the Company for consideration which covers both, the considerationreceived for the Additional Equity Securities shall be computed as that portion of theconsideration received (as determined in good faith by the Board, including MajorityInvestor Directors) to be allocable to such Additional Equity Securities.

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(C) No Exercise. If all of the rights to exercise, convert or exchange any Ordinary Share Equivalentsshall expire without any of such rights having been exercised, the applicable Conversion Price asadjusted upon the issuance of such Ordinary Share Equivalents shall be readjusted to the applicableConversion Price which would have been in effect had such adjustment not been made.

(vi) Other Dilutive Events. In case any event shall occur as to which the other provisions of this Section 4 ofSchedule A are not strictly applicable, but the failure to make any adjustment to any Conversion Price wouldnot fairly protect the conversion rights of the applicable Preferred Shares in accordance with the essentialintent and principles hereof, then, in each such case, the Company, in good faith, shall determine theappropriate adjustment to be made, on a basis consistent with the essential intent and principles established inthis Section 4 of Schedule A necessary to preserve the conversion rights of such Preferred Shares.

(vii) Certificate of Adjustment. In the case of any adjustment or readjustment of a Conversion Price, theCompany, at its sole expense, shall compute such adjustment or readjustment in accordance with theprovisions hereof and prepare a certificate showing such adjustment or readjustment, and shall mail suchcertificate, by first class mail, postage prepaid, to each registered holder of such Preferred Shares at suchholder�s address as shown in the Company�s books. The certificate shall set forth such adjustment orreadjustment, showing in detail the facts upon which such adjustment or readjustment is based, including astatement of (i) the consideration received or deemed to be received by the Company for any AdditionalEquity Securities issued or sold or deemed to have been issued or sold, (ii) the number of Additional EquitySecurities issued or sold or deemed to be issued or sold, (iii) the applicable Conversion Price in effect beforeand after such adjustment or readjustment, and (iv) the number of Ordinary Shares and the type and amount,if any, of other property which would be received upon conversion of such Preferred Shares after suchadjustment or readjustment.

(viii) Notice of Record Date. In the event the Company shall propose to take any action of the type or typesrequiring an adjustment to a Conversion Price or the number or character of the Preferred Shares as set forthherein, the Company shall give notice to the holders of such Preferred Shares, which notice shall specify therecord date, if any, with respect to any such action and the date on which such action is to take place. Suchnotice shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate theeffect of such action (to the extent such effect may be known at the date of such notice) on the ConversionPrice and the number, kind or class of shares or other securities or property which shall be deliverable uponthe occurrence of such action or deliverable upon the conversion of Preferred Shares. In the case of anyaction which would require the fixing of a record date, such notice shall be given at least twenty (20) daysprior to the date so fixed, and in the case of all other actions, such notice shall be given at least thirty (30)days prior to the taking of such proposed action.

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(ix) Reservation of Shares Issuable Upon Conversion. Subject to the Statute, the Company shall at all timesreserve and keep available out of its authorized but unissued Ordinary Shares, solely for the purpose ofeffecting the conversion of the Preferred Shares and any convertible notes, such number of its OrdinaryShares as shall from time to time be sufficient to effect the conversion of all outstanding Preferred Shares andthe convertible notes. If at any time the number of authorized but unissued Ordinary Shares shall not besufficient to effect the conversion of all then outstanding Preferred Shares or any convertible notes, theCompany, subject to the Statute, will take such corporate action as may, in the opinion of its counsel, benecessary to increase its authorized but unissued Ordinary Shares to such number of shares as shall besufficient for such purpose.

(x) Notices. Any notice required or permitted pursuant to this Section 4 of Schedule A shall be given in writingand shall be given either personally or by sending it by next-day or second-day courier service, fax,electronic mail or similar means to each holder of record at the address of such holder appearing on thebooks of the Company. Where a notice is sent by next-day or second-day courier service, service of thenotice shall be deemed to be effected by properly addressing, pre-paying and sending by next-day or second-day service through an internationally-recognized courier a letter containing the notice, with a confirmationof delivery, and to have been effected at the expiration of two (2) days after the letter containing the same issent as aforesaid. Where a notice is sent by fax or electronic mail, service of the notice shall be deemed to beeffected by properly addressing, and sending such notice through a transmitting organization, with a writtenconfirmation of delivery, and to have been effected on the day the same is sent as aforesaid. Any noticereceived in a day that is not a business day shall be deemed only to become effective on the immediatelyfollowing business day.

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(xi) Payment of Taxes. The Company will pay all taxes (other than taxes based upon income) and othergovernmental charges that may be imposed with respect to the issue or delivery of Ordinary Shares uponconversion of Preferred Shares, excluding any tax or other charge imposed in connection with any transferinvolved in the issue and delivery of Ordinary Shares in a name other than that in which the Preferred Sharesso converted were registered.

5. Redemption.

(a) (i) Subject to the provisions of the Statute, the Memorandum and these Articles, shares may be issued on theterms that they are, or at the option of the Company or the holder are, to be redeemed on such terms and insuch manner as the Company, before the issue of the shares, may by resolution determine.

(ii) Subject to the provisions of the Statute, the Memorandum and these Articles, the Company may purchase itsown shares (including fractions of a share), including any redeemable shares, provided that the manner ofpurchase has first been authorized by the Company in general meeting (unless the redemption is in respect ofthe Preferred Shares in accordance with the provisions of these Articles) and may make payment therefore inany manner authorized by the Statute, including out of capital.

(iii) Notwithstanding any provisions to the contrary in this Schedule A, the Preferred Shares shall be redeemableat the option of holders of such Preferred Shares, as provided herein:

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(1) (A) At any time after the fifth (5th) anniversary of the First Original Series C-2Issue Date, if the Company has not consummated a Qualified IPO by then, (B) inthe event of any change in the applicable Laws of the PRC that invalidates theCooperation Documents or results in the Company no longer Controlling theDomestic Companies (as defined in the Shareholders Agreement), or any breachof the Cooperation Documents, and such invalidity or breach cannot be or is notcured or settled in any manner to the satisfaction of any holder of Preferred Shareswithin 30 days after the occurrence of such event, or (C) in the event of anymaterial breach of the Transaction Documents (as defined in the Series DSecurities Subscription Agreement) which results in a Material Adverse Effect,and such breach cannot be or is not cured or settled in any manner to thesatisfaction of any holder of Preferred Shares within 30 days after the occurrenceof such breach, at the written request to the Company made by the MajoritySeries A-2 Shareholders and/or Majority Series A-3 Shareholders and/or MajoritySeries A-2-I Shareholders and/or any holder of Series B-1 Preferred Shares and/orany holder of Series B-2 Preferred Shares and/or any holder of Series C-1Preferred Shares and/or any holder of Series C-2 Preferred Shares (other thanPrimavera) and/or any holder of Series D Preferred Shares holding more than 2%of the then outstanding shares of the Company (on an as converted and fullydiluted basis) and/or Primavera if it holds at least 36,207,583 Series C-2 PreferredShares originally issued to Primavera (subject to appropriate adjustments for anysubsequent bonus issue, share split, consolidation, subdivision, reclassification,recapitalization or similar arrangement), the Company shall redeem all or part ofthe then outstanding Series A-2 Preferred Shares, Series A-3 Preferred Shares,Series A-2-I Preferred Shares, Series B-1 Preferred Shares, Series B-2 PreferredShares, Series C-1 Preferred Shares, Series C-2 Preferred Shares (other thanSeries C-2 Preferred Shares held by Primavera), Series D Preferred Shares orSeries C-2 Preferred Shares held by Primavera, as the case may be (each, a�Redeeming Preferred Share�), held by the relevant requesting holder(s) andother holders of the same class of shares as those held by the requesting holder(s),if requested by such other holders (each, a �Redeeming Shareholder�), at thefollowing redemption prices (the �Redemption Prices�): (A) for each Series A-2Preferred Share, equals to the amount at the Original Series A-2 Issue Price plusan annual internal rate of return of eight percent (8%) plus all accrued but unpaiddividends from the Original Series A-2 Issue Date, until the date of receipt by theholder thereof of the full respective Redemption Price, (B) for each Series A-3Preferred Share and Series C-1 Preferred Share, equals to the amount at theOriginal Series A-3 Issue Price plus an annual internal rate of return of eightpercent (8%) plus all accrued but unpaid dividends from the Original Series A-3Issue Date, until the date of receipt by the holder thereof of the full respectiveRedemption Price, (C) for each Series A-2-I Preferred Share, equals to the amountat the Original Series A-2-I Issue Price plus an annual internal rate of return ofeight percent (8%) plus all accrued but unpaid dividends from the OriginalSeries A-2-I Issue Date, until the date of receipt by the holder thereof of the fullrespective Redemption Price, (D) for each Series B-1 Preferred Share, equals tothe amount at the Original Series B-1 Issue Price plus an annual internal rate ofreturn of eight percent (8%) plus all accrued but unpaid dividends from theOriginal Series B-1 Issue Date, until the date of receipt by the holder thereof ofthe full respective Redemption Price, (E) for each Series B-2 Preferred Share,equals to the amount at the Original Series B-2 Issue Price plus an annual internalrate of return of eight percent (8%) plus all accrued but unpaid dividends from theOriginal Series B-2 Issue Date, until the date of receipt by the holder thereof ofthe full respective Redemption Price (F) for each Series C-2 Preferred Share heldby Tiger, equals to the amount at the Original Series C-2 Issue Price plus anannual internal rate of return of eight percent (8%) plus all accrued but unpaiddividends from the First Original Series C-2 Issue Date, until the date of receiptby the holder thereof of the full respective Redemption Price; (G) for eachSeries C-2 Preferred Share held by Antfin, Primavera, CMC, Joy Capital



Opportunity, L.P., Banyan Partners Fund III, L.P., or Banyan Partners Fund III-A,L.P., equals to the amount at the Original Series C-2 Issue Price plus an annualinternal rate of return of eight percent (8%) plus all accrued but unpaid dividendsfrom the Second Original Series C-2 Issue Date, until the date of receipt by theholder thereof of the full respective Redemption Price; (H) for each Series DPreferred Share originally issued to CMC Downtown II Holdings Limited, equalsto the amount at the Original Series D Issue Price plus an annual internal rate ofreturn of eight percent (8%) plus all accrued but unpaid dividends from the FirstOriginal Series D Issue Date, until the date of receipt by the holder thereof of thefull respective Redemption Price; and (I) for each Series D Preferred Shareoriginally issued to Juneberry Investment Holdings Limited, equals to the amountat the Original Series D Issue Price plus an annual internal rate of return of eightpercent (8%) plus all accrued but unpaid dividends from the Second OriginalSeries D Issue Date, until the date of receipt by the holder thereof of the fullrespective Redemption Price.

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(2) Following receipt of any request for redemption, the Company shall within fifteen(15) business days give written notice of such request (the �Redemption Notice�)to each holder of record of Series A-2 Preferred Shares, Series A-3 PreferredShares, Series A-2-I Preferred Shares, Series B-1 Preferred Shares, Series B-2Preferred Shares, Series C Preferred Shares and Series D Preferred Shares, at theaddress last shown on the records of the Company for such holder(s). Such noticeshall indicate that the holders of Series A-2 Preferred Shares, Series A-3 PreferredShares, Series A-2-I Preferred Shares, Series B-1 Preferred Shares, Series B-2Preferred Shares, Series C Preferred Shares and/or Series D Preferred Shares haveelected redemption of all or part of the Series A-2 Preferred Shares, Series A-3Preferred Share, Series A-2-I Preferred Shares, Series B-1 Preferred Shares,Series B-2 Preferred Shares, Series C Preferred Shares and/or Series D PreferredShares pursuant to the provisions of the Section 5(a)(iii)(1) of Schedule A, specifythe redemption date, and direct the holders of such shares to submit their sharecertificates to the Company on or before the scheduled redemption date.

(3) The closing (the �Redemption Closing�) of the redemption of any RedeemingPreferred Share pursuant to this Section 5(a)(iii) of Schedule A will take placewithin thirty (30) days of the date of the Redemption Notice at the offices of theCompany, or such other date or other place as the Redeeming Shareholders andthe Company may mutually agree in writing. At the Redemption Closing, subjectto applicable Law, the Company will, from any source of assets or funds legallyavailable therefor, redeem each Redeeming Preferred Share by paying in cashtherefor the Redemption Price against surrender by such holder at the Company�sprincipal office of the certificate, or affidavit of lost certificate, representing suchshare.

(4) In the event of any material breach of the Business Cooperation Agreement andsuch breach cannot be or is not cured or settled in any manner to the satisfactionof Antfin within thirty (30) days after the occurrence of such event, at the writtenrequest to the Company made by Antfin, the Company shall redeem all or part ofthe then outstanding Series C-2 Preferred Shares held by Antfin at the redemptionprices per share equivalent to the amount at the Original Series C-2 Issue Priceplus an annual internal rate of return of eight percent (8%) plus all accrued butunpaid dividends from the Closing Date (as defined in the Series D SecuritiesSubscription Agreement), until the date of receipt by Antfin thereof of the fullamount of the foregoing redemption price. The closing of the redemption of anyof the then outstanding Series C-2 Preferred Shares held by Antfin pursuant to thisSection 5(a)(iii)(4) of Schedule A will take place within thirty (30) days of thedate of the receipt of written request at the offices of the Company, or such otherdate or other place as Antfin and the Company may mutually agree in writing. Atsuch closing, subject to applicable Law, the Company will, from any source ofassets or funds legally available therefor, redeem each such Series C-2 PreferredShares by paying in cash therefor the redemption price against surrender byAntfin at the Company�s principal office of the certificate, or affidavit of lostcertificate, representing such share.

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(b) Insufficient Funds. If the Company�s assets or funds which are legally available on the date that any redemptionpayment under this Section 5 of Schedule A is due are insufficient to pay in full all redemption payments to be paid atthe Redemption Closing, or if the Company is otherwise prohibited by applicable Law from making such redemption,those assets or funds which are legally available shall be allocated as follows: (i) first, to the holders of Series DPreferred Shares that have exercised their redemption rights under this Section 5 of Schedule A, ratably in proportionto the aggregate Redemption Price each such holder of Series D Preferred Shares is otherwise entitled to receive, andon a pari passu basis amongst the holders of Series D Preferred Shares, (ii) following the payment in full of theRedemption Price to the holders of Series D Preferred Shares, to the holders of Series C-2 Preferred Shares that haveexercised their redemption rights under this Section 5 of Schedule A, ratably in proportion to the aggregateRedemption Price each such holder of Series C-2 Preferred Shares is otherwise entitled to receive, and on a pari passubasis amongst the holders of Series C-2 Preferred Shares, (iii) following the payment in full of the Redemption Priceto the holders of Series C-2 Preferred Shares, to the holders of Series B-2 Preferred Shares that have exercised theirredemption rights under this Section 5 of Schedule A, ratably in proportion to the aggregate Redemption Price eachsuch holder of Series B-2 Preferred Shares is otherwise entitled to receive, and on a pari passu basis amongst theholders of Series B-2 Preferred Shares, (iii) following the payment in full of the Redemption Price to the holders ofSeries B-2 Preferred Shares, to the holders of Series B-1 Preferred Shares that have exercised their redemption rightsunder this Section 5 of Schedule A, ratably in proportion to the aggregate Redemption Price each such holder ofSeries B-1 Preferred Shares is otherwise entitled to receive, and on a pari passu basis amongst the holders ofSeries B-1 Preferred Shares, and (iv) following the payment in full of the Redemption Price to the holders ofSeries B-1 Preferred Shares, to the holders of Series A-2 Preferred Shares, Series A-2-I Preferred Shares andSeries A-3 Preferred Shares and the holder of Series C-1 Preferred Shares that have exercised their redemption rightsunder this Section 5 of Schedule A, ratably in proportion to the aggregate Redemption Price each such holder ofSeries A Preferred Shares or Series C-1 Preferred Share is otherwise entitled to receive, and on a pari passu basisamongst the holders of Series A Preferred Shares and holder of Series C-1 Preferred Shares. Any RedeemingPreferred Share not redeemed in accordance with this Section 5 of Schedule A shall be carried forward and redeemedas soon as the Company has legally available funds to do so in accordance with the priority set forth hereunder and allassets or funds of the Company that become legally available for the redemption of shares shall immediately be usedto pay the redemption payment which the Company did not pay on the date that such redemption payments were due.Subject to applicable Law, each Group Company shall transfer its assets and funds to the Company to enable theCompany to satisfy its obligations under this Section 5 of Schedule A. Without limiting any rights of the holders ofRedeeming Preferred Shares which are set forth in these Articles, or are otherwise available under Law, the balance ofany shares unredeemed and subject to redemption hereunder with respect to which the Company has become obligatedto pay the redemption payment but which it has not paid in full shall continue to have all the powers, designations,preferences and relative participating, optional, and other special rights (including, without limitation, rights to accruedividends) which such shares had prior to such date, until the redemption payment has been paid in full with respect tosuch shares, whereupon such shares will be redeemed. If the Company does not have sufficient cash to legally redeemall of the Redeeming Preferred Shares, any holder of the Redeeming Preferred Shares shall be entitled to request theCompany, and the Company upon receipt of such request shall immediately, redeem such shares and in exchange issueto such holder a one (1) year promissory note with the principal amount of an amount equivalent to the unpaidredemption payment and the interest of 15% per year for such equivalent amount until the date of receipt of an amountequivalent to the full Redemption Price by such holder.

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6. Acts of the Company.

(a) Consent of Majority Preferred Shareholders. In addition to any other vote or consent required elsewhere in theseArticles, the Shareholders Agreement or other Transaction Documents (as defined in the Series D SecuritiesSubscription Agreement) or by any applicable statute, the Company shall not, either directly or indirectly, byamendment, waiver, merger, consolidation, scheme of arrangement, amalgamation or otherwise (or permit any GroupCompany to), take, permit to occur, approve, authorize or agree or commit to do any of the following actions (whetherin a single transaction or a series of related transactions) without the prior affirmative approval or consent of theMajority Preferred Shareholders (which shall, with respect to the actions listed in Section 6(a)(xiv) of Schedule A,include the prior approval or consent of the Majority Series D Shareholders). Where a general meeting of Members isconvened to consider any act listed in this Section 6 of Schedule A (Consent of Majority Preferred Shareholders)which requires a Special Resolution of the shareholders of the Company in accordance with the Statute and theconsent of the Majority Preferred Shareholders is not obtained, such holders of the Preferred Shares (or theirrespective Conversion Shares, if applicable) (as adjusted for any share splits, share dividends recapitalizations or thelike) who vote against the resolution shall have such number of votes equal to the votes of all Shareholders who votefor the resolution plus one (1):

(i) adoption, amendment or termination of, or any increase in the share reserve under, the Option Plan or anyother equity incentive, purchase or participation plan for the benefit of employees, officers, directors,contractors, advisors or consultants of the Group Companies;

(ii) any creation of new Subsidiaries, joint ventures or partnerships, establishment of any Subsidiary by anyGroup Company, or disposal of any Subsidiary stock or all or substantially all of any Subsidiary assets;

(iii) any change of size or composition of the Board or any commitment thereof;

(iv) except to the extent as approved in the Annual Plan (as defined below) of the Group Companies or anyGroup Company, incurrence of any indebtedness or contingent indebtedness, provision of any loan,guarantee, mortgage, security or compensation to any third party or assume any financial obligation or issue,assume, guarantee or create any liability for borrowed money out of the ordinary course of business of anyGroup Company or in excess of US$5,000,000 within a Month in any single transaction or a series oftransactions;

(v) except to the extent as approved in the Annual Plan of the Group Companies or any Group Company, to theextent permitted by the Law any other action or transaction, including but not limited to sell, mortgage,pledge, lease, transfer or otherwise dispose of any of the Group Company�s assets (excluding any intellectualproperty owned by any Group Company) or its Subsidiaries in excess of US$5,000,000 in a singletransaction or series of transactions, or entering into ABS (as defined in the Shareholders Agreement)arrangement in excess of US$20,000,000 in a single transaction or series of related transactions orUS$20,000,000 in aggregate within a twelve (12)-Month period;

(vi) any sale, transfer, license, or other disposal of, or the incurrence of any lien on, any copyright, trademark,brand, patent, technology or other intellectual property owned by the Company and/or any Subsidiary;

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(vii) any amendment or change of the rights, preferences, privileges or powers of, or the restrictions provided forthe benefit of, any Preferred Shares;

(viii) any authorization, designation or issuance, whether by reclassification or otherwise, of any new class orseries of shares or any other securities convertible into Equity Securities of the Company or its Subsidiariesranking on a parity with or senior to the Preferred Shares or any increase in the authorized or designatednumber of any such new class or series;



(ix) any action that authorizes, creates, issues, increases or decreases the authorized number of, or alter,reorganize, reclassify or otherwise recapitalize, any Equity Securities or debt security except for(A) Ordinary Shares issuable upon conversion of Preferred Shares and (B) any Equity Securities issued orissuable under the Option Plan with the approval of the Board (including the approval of Majority InvestorDirectors);

(x) any purchase, repurchase, redemption or retirement of any Equity Securities, other than repurchases pursuantto share restriction agreements approved by the Board (including the approval of Majority Investor Directors)upon termination of a Director, employee or consultant;

(xi) any amendment or modification, alteration, repeal to or waiver of any provision of any of the memorandumor articles or similar organizational documents or by-laws of any Group Company or any other constitutionaldocuments;

(xii) make or result in any acquisitions, sale of control, merger, consolidation, reclassification, recapitalization,split-off, spin off, restructuring or reorganization, liquidation, winding-up, dissolution or bankruptcy of orinvolving any Group Company, including any Liquidation Event , joint venture or partnership arrangementsor incorporate any subsidiary or pass any resolution relating to the foregoing;

(xiii) engaging in any business materially different from that described in the then business plan, or ceasing anybusiness undertaking of any Group Company;

(xiv) selecting the listing exchange or the underwriters for an IPO or approve the valuation, time, location, methodand terms and conditions for the IPO of any of the Group Companies;

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(xv) the commencement of or consent to any proceeding seeking (x) to adjudicate it as bankrupt or insolvent,(y) liquidation, winding up, dissolution, reorganization, or other arrangement under Law relating tobankruptcy, insolvency or reorganization or relief of debtors, or (z) the entry of an order for relief or theappointment of a receiver, trustee, or other similar official for it or for any substantial part of its property;

(xvi) any change or transfer in the equity ownership of any Group Company (other than the Company) or anyamendment or modification to or waiver under any of the Cooperation Documents; or

(xvii) any action by a Group Company to authorize, approve or enter into any agreement or obligation with respectto any of the actions listed above.

(b) Majority Investor Directors Consent. In addition to any other vote or consent required elsewhere in these Articles, theShareholders Agreement or other Transaction Documents or by any applicable statute, the Company shall not, eitherdirectly or indirectly, by amendment, waiver, merger, consolidation, scheme of arrangement, amalgamation orotherwise (or permit any Group Company to), take, permit to occur, approve, authorize or agree or commit to do anyof the following actions (whether in a single transaction or a series of related transactions) without the prioraffirmative approval or consent of a simple majority of the Board (including the affirmative approval or consent ofMajority Investor Directors):

(i) approval of, or any deviation or amendment of, the annual budget (including balance sheet, statement of cashflow and income statement), business plan, operation plan (including any capital expenditure budget,operating budget and financing plan and contingencies) and compensation plan (collectively, the �AnnualPlan�), which shall be required before such Group Company can continue operations at the beginning ofeach year;

(ii) except to the extent as approved in the Annual Plan, any expenditure in excess of RMB2,000,000 within aMonth in any single transaction or series of transactions, or any aggregate expenditure in excess of RMB5,000,000 in any single transaction or series of transactions;

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(iii) appointment, approval, termination of the chairman, chief executive officer, president, general manager,chief operating officer, chief financial officer, chief technology officer or any senior manager ordetermination of the remuneration or compensation of the foregoing;

(iv) any change to the financial year, accounting methods or policies or appoint or change the Auditors;

(v) any declaration, setting aside or payment of a dividend or other distribution; or adoption of, or any change ofthe dividend policy;

(vi) establishment of any company which engages in business activities similar to or related to the business of theGroup Companies by any equity holders of the Company (other than the Investors) and/or its Affiliates;

(vii) Investment of cash or cash equivalents of the Company out of the ordinary business course of the Company;

(viii) issuing options or administrating the Company�s Option Plan or any other equity incentive plan, purchase orparticipation plan for the benefit of employees, officers, directors, contractors, advisors or consultants of theGroup Companies;

(ix) the purchase by the Company of any securities, or any assets of any other company or person which isoutside the ordinary course of business of the Company;

(x) the increase in the compensation of any of the five (5) most highly compensated employees of any GroupCompany by more than 20% in a twelve (12) Month period;

(xi) any transaction between or among the Group Companies and with any Related Party in excess ofRMB200,000 at any time in a single translation or in excess of RMB500,000 at any time in a series oftransactions;

(xii) any commencement or settlement of any lawsuit, arbitration or dispute of any Group Company in excess ofRMB10,000,000;

(xiii) purchase of any real property by any Group Company, or lease of any real property of any Group Companyin excess of RMB2,000,000 at any time in a single translation or in excess of RMB5,000,000 at any time in aseries of transactions; or

(xiv) any action by a Group Company to authorize, approve or enter into any agreement or obligation with respectto any of the actions listed above.

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(c) Majority Key Holders Consent. In addition to any other vote or consent required elsewhere in these Articles, theShareholders Agreement or other Transaction Documents or by any applicable statute, the Company shall not, eitherdirectly or indirectly, by amendment, waiver, merger, consolidation, scheme of arrangement, amalgamation orotherwise (or permit any Group Company to), take, permit to occur, approve, authorize or agree or commit to do anyof the following actions (whether in a single transaction or a series of related transactions) without the prioraffirmative approval or consent of Majority Key Holders:

(i) the commencement of or consent to any proceeding seeking (x) to adjudicate it as bankrupt or insolvent,(y) liquidation, winding up, dissolution, reorganization, or other arrangement under Law relating tobankruptcy, insolvency or reorganization or relief of debtors, or (z) the entry of an order for relief or theappointment of a receiver, trustee, or other similar official for it or for any substantial part of its property; or

(ii) appointment, approval, termination of chief operating officer, chief financial officer, chief technology officeror any senior manager or determination of the remuneration or compensation of the foregoing.

(d) Antfin Consent. In addition to any other vote or consent required elsewhere in these Articles, the ShareholdersAgreement or other Transaction Documents or by any applicable statute, the Company shall not, either directly orindirectly, by amendment, waiver, merger, consolidation, scheme of arrangement, amalgamation or otherwise (orpermit any Group Company to), take, permit to occur, approve, authorize or agree or commit to do any of thefollowing actions (whether in a single transaction or a series of related transactions) without the prior affirmativeapproval or consent of Antfin:

(i) any transaction between or among any Group Company and any Ant Restricted Person involving the grant oramendment of any exclusivity of cooperation by such Group Company to any Ant Restricted Person;

(ii) entering into any joint venture, partnership, strategic alliance, strategic cooperation or similar arrangementswith any Ant Restricted Person; or

(iii) entering into any agreement or understanding to effect any of the foregoing.

7. Appointment and Removal of Directors.

(a) There shall be a Board consisting of a maximum of nine (9) persons, unless increased by a resolution adopted by theBoard and with the consent required pursuant to Section 6 of Schedule A.

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(b) All Directors shall be elected by a majority vote of outstanding Ordinary Shares and Preferred Shares (voting togetherand not as separate classes), the following persons shall be elected to the Board:

(i) Antfin shall be entitled to elect one (1) Director of the Board (the �Antfin Director�);

(ii) Tiger shall be entitled to elect one (1) Director of the Board (the �Tiger Director�);

(iii) CMC shall be entitled to elect one (1) Director of the Board (the �CMC Director�);

(iv) Joy Capital shall be entitled to elect one (1) Director of the Board (the �Joy Director�);

(v) Kaiwu shall be entitled to elect one (1) Director of the Board (the �Kaiwu Director�);

(vi) Primavera shall be entitled to elect one (1) Director of the Board (the �Primavera Director�, together withKaiwu Director, Antfin Director, Tiger Director, CMC Director, and Joy Director, the �Investor Directors�collectively);

(vii) Series A-1 Investor shall be entitled to appoint one (1) Director to serve on the Board of Directors; and

(viii) The Founders shall be entitled to elect two (2) Directors of the Board.

(c) Each Director shall have one (1) vote. In the event of a tie, Gao Jing (高靖) shall cast the deciding vote.

(d) Each Member agrees to vote all of its Shares from time to time and at all times, in whatever manner shall be necessaryto ensure that the size of the Board shall be set at nine (9) Directors. It is further agreed that the board of directors ofany other Group Company and other Subsidiaries of the Company (including in the event that the Company shall formor acquire any new Subsidiaries) shall have the same board composition with the Company as determined inaccordance with Section 7(b) of Schedule A, and the Company and the Founders shall procure that suchnominee(s) are appointed to the relevant board of directors of such other Group Company or Subsidiary. For theavoidance of doubt, each Investor Director shall have the right, but not the obligation, to serve as a member of anycommittee of the Board that may be established from time to time.

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(e) Each Member also agrees to vote all of his, her or its Shares from time to time and at all times in whatever manner asshall be necessary to ensure that (i) no Director elected pursuant to Section 7(b) of Schedule A may be removed fromoffice unless such removal is directed or approved by the person(s) or entity(ies) entitled under Section 7(b) ofSchedule A to appoint that Director; and (ii) any vacancies created by the resignation, removal or death of a Directorelected pursuant to Section 7(b) of Schedule A shall be filled pursuant to the provisions of Section 7(b) of ScheduleA. All Members agree to execute any written consents required to effectuate the obligations of these Articles, and theCompany agrees at the request of any Member entitled to appoint Directors to call a special meeting of Shareholdersfor the purpose of electing Directors.

8. Termination.

The provisions provided in this Schedule A shall terminate upon the consummation of a Qualified IPO.

69



Exhibit 3.2

THE COMPANIES LAW (2018 REVISION)



ELEVENTH AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

OF


(adopted by a Special Resolution passed on October 28 2019 and effective immediately prior to the completion of the initial publicoffering of the Company�s American Depositary Shares representing its Class A Ordinary Shares)

1. The name of the Company is Phoenix Tree Holdings Limited.

2. The Registered Office of the Company will be situated at the offices of Maples Corporate Services Limited, PO Box 309, UglandHouse, Grand Cayman, KY1-1104, Cayman Islands, or at such other location within the Cayman Islands as the Directors mayfrom time to time determine.

3. The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carryout any object not prohibited by the Companies Law or any other law of the Cayman Islands.

4. The Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of anyquestion of corporate benefit as provided by the Companies Law.

5. The Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business ofthe Company carried on outside the Cayman Islands; provided that nothing in this section shall be construed as to prevent theCompany effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powersnecessary for the carrying on of its business outside the Cayman Islands.

6. The liability of each Shareholder is limited to the amount, if any, unpaid on the Shares held by such Shareholder.

7. The authorised share capital of the Company is US$1,000,000 divided into 50,000,000,000 shares comprising (i) 49,754,000,000Class A Ordinary Shares of a par value of US$0.00002 each, and (ii) 246,000,000 Class B Ordinary Shares of a par value ofUS$0.00002 each. Subject to the Companies Law and the Articles, the Company shall have power to redeem or purchase any ofits Shares and to increase or reduce its authorised share capital and to sub-divide or consolidate the said Shares or any of themand to issue all or any part of its capital whether original, redeemed, increased or reduced with or without any preference, priority,special privilege or other rights or subject to any postponement of rights or to any conditions or restrictions whatsoever and sothat unless the conditions of issue shall otherwise expressly provide every issue of shares whether stated to be ordinary,preference or otherwise shall be subject to the powers on the part of the Company hereinbefore provided.

8. The Company has the power contained in the Companies Law to deregister in the Cayman Islands and be registered by way ofcontinuation in some other jurisdiction.

9. Capitalised terms that are not defined in this Memorandum of Association bear the same meanings as those given in the Articlesof Association of the Company.



THE COMPANIES LAW (2018 REVISION)



ELEVENTH AMENDED AND RESTATED

ARTICLES OF ASSOCIATION

OF


(adopted by a Special Resolution passed on October 28 2019 and effective immediately prior to the completion of the initial publicoffering of the Company�s American Depositary Shares representing its Class A Ordinary Shares)

TABLE A

The regulations contained or incorporated in Table �A� in the First Schedule of the Companies Law shall not apply to the Company andthe following Articles shall comprise the Articles of Association of the Company.

INTERPRETATION

1. In these Articles the following defined terms will have the meanings ascribed to them, if not inconsistent with the subject orcontext:

��ADS�� means an American Depositary Share representing Class A Ordinary Shares;

��Affiliate�� means in respect of a Person, any other Person that, directly or indirectly, through one or moreintermediaries, controls, is controlled by, or is under common control with, such Person, and (i) inthe case of a natural person, shall include, without limitation, such person�s spouse, parents,children, siblings, mother-in-law, father-in-law, brothers-in-law and sisters-in-law, a trust for thebenefit of any of the foregoing, and a corporation, partnership or any other entity wholly or jointlyowned by any of the foregoing, and (ii) in the case of an entity, shall include a partnership, acorporation or any other entity or any natural person which directly, or indirectly through one ormore intermediaries, controls, is controlled by, or is under common control with, such entity. Theterm �control� shall mean the ownership, directly or indirectly, of shares possessing more than fiftyper cent (50%) of the voting power of the corporation, partnership or other entity (other than, in thecase of a corporation, securities having such power only by reason of the happening of acontingency), or having the power to control the management or elect a majority of members to theboard of directors or equivalent decision-making body of such corporation, partnership or otherentity;

��Articles�� means these articles of association of the Company, as amended or substituted from time to time;

��Board�� and ��Board ofDirectors�� and ��Directors��

means the directors of the Company for the time being, or as the case may be, the directorsassembled as a board or as a committee thereof;



��Chairman�� means the chairman of the Board of Directors;

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��Class�� or ��Classes�� means any class or classes of Shares as may from time to time be issued by the Company;

��Class A Ordinary Share�� means an Ordinary Share of a par value of US$0.00002 in the capital of the Company, designated asa Class A Ordinary Shares and having the rights provided for in these Articles;

��Class B Ordinary Share�� means an Ordinary Share of a par value of US$0.00002 in the capital of the Company, designated asa Class B Ordinary Share and having the rights provided for in these Articles;

��Commission�� means the Securities and Exchange Commission of the United States of America or any other federalagency for the time being administering the Securities Act;

��Company�� means Phoenix Tree Holdings Limited, a Cayman Islands exempted company;

��Companies Law�� means the Companies Law (2018 Revision) of the Cayman Islands and any statutory amendment orre-enactment thereof;

��Company��s Website�� means the main corporate/investor relations website of the Company, the address or domain name ofwhich has been disclosed in any registration statement filed by the Company with the Commission inconnection with its initial public offering of ADSs, or which has otherwise been notified toShareholders;

��Designated StockExchange��

means the stock exchange in the United States on which any Shares and ADSs are listed for trading;

��Designated StockExchange Rules��

means the relevant code, rules and regulations, as amended, from time to time, applicable as a resultof the original and continued listing of any Shares or ADSs on the Designated Stock Exchange;

��electronic�� has the meaning given to it in the Electronic Transactions Law and any amendment thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith orsubstituted therefor;

��electroniccommunication��

means electronic posting to the Company�s Website, transmission to any number, address or internetwebsite or other electronic delivery methods as otherwise decided and approved by not less than amajority of the vote of the Board;

��Electronic TransactionsLaw��

means the Electronic Transactions Law (2003 Revision) of the Cayman Islands and any statutoryamendment or re-enactment thereof;

��electronic record�� has the meaning given to it in the Electronic Transactions Law and any amendment thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith orsubstituted therefor;

��Memorandum ofAssociation��

means the memorandum of association of the Company, as amended or substituted from time totime;

��Ordinary Resolution�� means a resolution:



(a) passed by a simple majority of the votes cast by such Shareholders as, being entitled to do so,vote in person or, where proxies are allowed, by proxy or, in the case of corporations, by theirduly authorised representatives, at a general meeting of the Company held in accordance withthese Articles and where a poll is taken regard shall be had in computing a majority to thenumber of votes to which each Shareholder is entitled; or

(b) approved in writing by all of the Shareholders entitled to vote at a general meeting of theCompany in one or more instruments each signed by one or more of the Shareholders and theeffective date of the resolution so adopted shall be the date on which the instrument, or the lastof such instruments, if more than one, is executed;

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��Ordinary Share�� means a Class A Ordinary Share or a Class B Ordinary Share;

��paid up�� means paid up as to the par value in respect of the issue of any Shares and includes credited as paidup;

��Person�� means any natural person, firm, company, joint venture, partnership, corporation, association or otherentity (whether or not having a separate legal personality) or any of them as the context so requires;

��Register�� means the register of Members of the Company maintained in accordance with the Companies Law;

��Registered Office�� means the registered office of the Company as required by the Companies Law;

��Seal�� means the common seal of the Company (if adopted) including any facsimile thereof;

��Secretary�� means any Person appointed by the Directors to perform any of the duties of the secretary of theCompany;

��Securities Act�� means the Securities Act of 1933 of the United States of America, as amended, or any similar federalstatute and the rules and regulations of the Commission thereunder, all as the same shall be in effectat the time;

��Share�� means a share in the capital of the Company. All references to �Shares� herein shall be deemed to beShares of any or all Classes as the context may require. For the avoidance of doubt in these Articlesthe expression �Share� shall include a fraction of a Share;

��Shareholder�� or��Member��

means a Person who is registered as the holder of one or more Shares in the Register;

��Share Premium Account�� means the share premium account established in accordance with these Articles and the CompaniesLaw;

��signed�� means bearing a signature or representation of a signature affixed by mechanical means or anelectronic symbol or process attached to or logically associated with an electronic communicationand executed or adopted by a Person with the intent to sign the electronic communication;

��Special Resolution�� means a special resolution of the Company passed in accordance with the Companies Law, being aresolution:

(a) passed by not less than two-thirds of the votes cast by such Shareholders as, being entitled to doso, vote in person or, where proxies are allowed, by proxy or, in the case of corporations, bytheir duly authorised representatives, at a general meeting of the Company of which noticespecifying the intention to propose the resolution as a special resolution has been duly given andwhere a poll is taken regard shall be had in computing a majority to the number of votes towhich each Shareholder is entitled; or

(b) approved in writing by all of the Shareholders entitled to vote at a general meeting of theCompany in one or more instruments each signed by one or more of the Shareholders and theeffective date of the special resolution so adopted shall be the date on which the instrument orthe last of such instruments, if more than one, is executed;



4



��Treasury Share�� means a Share held in the name of the Company as a treasury share in accordance with theCompanies Law; and

��United States�� means the United States of America, its territories, its possessions and all areas subject to itsjurisdiction.

2. In these Articles, save where the context requires otherwise:

(a) words importing the singular number shall include the plural number and vice versa;

(b) words importing the masculine gender only shall include the feminine gender and any Person as the context mayrequire;

(c) the word �may� shall be construed as permissive and the word �shall� shall be construed as imperative;

(d) reference to a dollar or dollars (or US$) and to a cent or cents is reference to dollars and cents of the United States ofAmerica;

(e) reference to a statutory enactment shall include reference to any amendment or re-enactment thereof for the timebeing in force;

(f) reference to any determination by the Directors shall be construed as a determination by the Directors in their sole andabsolute discretion and shall be applicable either generally or in any particular case;

(g) reference to �in writing� shall be construed as written or represented by any means reproducible in writing, includingany form of print, lithograph, email, facsimile, photograph or telex or represented by any other substitute or format forstorage or transmission for writing including in the form of an electronic record or partly one and partly another;

(h) any requirements as to delivery under the Articles include delivery in the form of an electronic record or an electroniccommunication;

(i) any requirements as to execution or signature under the Articles, including the execution of the Articles themselves,can be satisfied in the form of an electronic signature as defined in the Electronic Transaction Law; and

(j) Sections 8 and 19(3) of the Electronic Transactions Law shall not apply.

3. Subject to the last two preceding Articles, any words defined in the Companies Law shall, if not inconsistent with the subjector context, bear the same meaning in these Articles.

PRELIMINARY

4. The business of the Company may be conducted as the Directors see fit.

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5. The Registered Office shall be at such address in the Cayman Islands as the Directors may from time to time determine. TheCompany may in addition establish and maintain such other offices and places of business and agencies in such places as theDirectors may from time to time determine.

6. The expenses incurred in the formation of the Company and in connection with the offer for subscription and issue of Sharesshall be paid by the Company. Such expenses may be amortised over such period as the Directors may determine and theamount so paid shall be charged against income and/or capital in the accounts of the Company as the Directors shall determine.

7. The Directors shall keep, or cause to be kept, the Register at such place as the Directors may from time to time determine and,in the absence of any such determination, the Register shall be kept at the Registered Office.

SHARES

8. Subject to these Articles, all Shares for the time being unissued shall be under the control of the Directors who may, in theirabsolute discretion and without the approval of the Members, cause the Company to:

(a) issue, allot and dispose of Shares (including, without limitation, preferred shares) (whether in certificated form or non-certificated form) to such Persons, in such manner, on such terms and having such rights and being subject to suchrestrictions as they may from time to time determine;

(b) grant rights over Shares or other securities to be issued in one or more classes or series as they deem necessary orappropriate and determine the designations, powers, preferences, privileges and other rights attaching to such Sharesor securities, including dividend rights, voting rights, conversion rights, terms of redemption and liquidationpreferences, any or all of which may be greater than the powers, preferences, privileges and rights associated with thethen issued and outstanding Shares, at such times and on such other terms as they think proper; and

(c) grant options with respect to Shares and issue warrants or similar instruments with respect thereto.

9. The Directors may authorise the division of Shares into any number of Classes and the different Classes shall be authorised,established and designated (or re-designated as the case may be) and the variations in the relative rights (including, withoutlimitation, voting, dividend and redemption rights), restrictions, preferences, privileges and payment obligations as between thedifferent Classes (if any) may be fixed and determined by the Directors or by an Ordinary Resolution. The Directors may issueShares with such preferred or other rights, all or any of which may be greater than the rights of Ordinary Shares, at such timeand on such terms as they may think appropriate. Notwithstanding Article 17, the Directors may issue from time to time, outof the authorised share capital of the Company (other than the authorised but unissued Ordinary Shares), series of preferredshares in their absolute discretion and without approval of the Members; provided, however, before any preferred shares of anysuch series are issued, the Directors shall by resolution of Directors determine, with respect to any series of preferred shares,the terms and rights of that series, including:

(a) the designation of such series, the number of preferred shares to constitute such series and the subscription pricethereof if different from the par value thereof;

(b) whether the preferred shares of such series shall have voting rights, in addition to any voting rights provided by law,and, if so, the terms of such voting rights, which may be general or limited;

(c) the dividends, if any, payable on such series, whether any such dividends shall be cumulative, and, if so, from whatdates, the conditions and dates upon which such dividends shall be payable, and the preference or relation which suchdividends shall bear to the dividends payable on any shares of any other class or any other series of shares;

(d) whether the preferred shares of such series shall be subject to redemption by the Company, and, if so, the times, pricesand other conditions of such redemption;

6



(e) whether the preferred shares of such series shall have any rights to receive any part of the assets available fordistribution amongst the Members upon the liquidation of the Company, and, if so, the terms of such liquidationpreference, and the relation which such liquidation preference shall bear to the entitlements of the holders of shares ofany other class or any other series of shares;

(f) whether the preferred shares of such series shall be subject to the operation of a retirement or sinking fund and, if so,the extent to and manner in which any such retirement or sinking fund shall be applied to the purchase or redemptionof the preferred shares of such series for retirement or other corporate purposes and the terms and provisions relativeto the operation thereof;

(g) whether the preferred shares of such series shall be convertible into, or exchangeable for, shares of any other class orany other series of preferred shares or any other securities and, if so, the price or prices or the rate or rates ofconversion or exchange and the method, if any, of adjusting the same, and any other terms and conditions ofconversion or exchange;

(h) the limitations and restrictions, if any, to be effective while any preferred shares of such series are outstanding uponthe payment of dividends or the making of other distributions on, and upon the purchase, redemption or otheracquisition by the Company of, the existing shares or shares of any other class of shares or any other series ofpreferred shares;

(i) the conditions or restrictions, if any, upon the creation of indebtedness of the Company or upon the issue of anyadditional shares, including additional shares of such series or of any other class of shares or any other series ofpreferred shares; and

(j) any other powers, preferences and relative, participating, optional and other special rights, and any qualifications,limitations and restrictions thereof;

and, for such purposes, the Directors may reserve an appropriate number of Shares for the time being unissued. The Companyshall not issue Shares to bearer.

10. The Company may insofar as may be permitted by law, pay a commission to any Person in consideration of his subscribing oragreeing to subscribe whether absolutely or conditionally for any Shares. Such commissions may be satisfied by the paymentof cash or the lodgement of fully or partly paid-up Shares or partly in one way and partly in the other. The Company may alsopay such brokerage as may be lawful on any issue of Shares.

11. The Directors may refuse to accept any application for Shares, and may accept any application in whole or in part, for anyreason or for no reason.

CLASS A ORDINARY SHARES AND CLASS B ORDINARY SHARES

12. Holders of Class A Ordinary Shares and Class B Ordinary Shares shall at all times vote together as one class on all resolutionssubmitted to a vote by the Members. Each Class A Ordinary Share shall entitle the holder thereof to one (1) vote on all matterssubject to vote at general meetings of the Company, and each Class B Ordinary Share shall entitle the holder thereof to twenty(20) votes on all matters subject to vote at general meetings of the Company.

13. Each Class B Ordinary Share is convertible into one (1) Class A Ordinary Share at any time at the option of the holder thereof.The right to convert shall be exercisable by the holder of the Class B Ordinary Share delivering a written notice to theCompany that such holder elects to convert a specified number of Class B Ordinary Shares into Class A Ordinary Shares. In noevent shall Class A Ordinary Shares be convertible into Class B Ordinary Shares.

14. Any conversion of Class B Ordinary Shares into Class A Ordinary Shares pursuant to these Articles shall be effected by meansof the re-designation of each relevant Class B Ordinary Share as a Class A Ordinary Share. Such conversion shall becomeeffective forthwith upon entries being made in the Register to record the re-designation of the relevant Class B Ordinary Sharesas Class A Ordinary Shares.



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15. Upon any sale, transfer, assignment or disposition of any Class B Ordinary Share by a Shareholder to any Person who is not anAffiliate of such Shareholder, or upon a change of ultimate beneficial ownership of any Class B Ordinary Share to any Personwho is not an Affiliate of the registered shareholder of such Class B Ordinary Share, such Class B Ordinary Share shall beautomatically and immediately converted into the same number of Class A Ordinary Share. For the avoidance of doubt, (i) asale, transfer, assignment or disposition shall be effective upon the Company�s registration of such sale, transfer, assignment ordisposition in its Register; and (ii) the creation of any pledge, charge, encumbrance or other third party right of whateverdescription on any Class B Ordinary Shares to secure a holder�s contractual or legal obligations shall not be deemed as a sale,transfer, assignment or disposition unless and until any such pledge, charge, encumbrance or other third party right is enforcedand results in the third party who is not an Affiliate of the registered shareholder of such Class B Ordinary Share holding legaltitle to the relevant Class B Ordinary Shares, in which case all the related Class B Ordinary Shares shall be automaticallyconverted into the same number of Class A Ordinary Shares. For purpose of this Article 15, beneficial ownership shall have themeaning set forth in Rule 13d-3 under the United States Securities Exchange Act of 1934, as amended.

16. Save and except for voting rights and conversion rights as set out in Articles 12 to 15 (inclusive), the Class A Ordinary Sharesand the Class B Ordinary Shares shall rank pari passu with one another and shall have the same rights, preferences, privilegesand restrictions.

MODIFICATION OF RIGHTS

17. Whenever the capital of the Company is divided into different Classes the rights attached to any such Class may, subject to anyrights or restrictions for the time being attached to any Class, only be materially adversely varied with the consent in writing ofthe holders of two-thirds of the issued Shares of that Class or with the sanction of a Special Resolution passed at a separatemeeting of the holders of the Shares of that Class. To every such separate meeting all the provisions of these Articles relating togeneral meetings of the Company or to the proceedings thereat shall, mutatis mutandis, apply, except that the necessaryquorum shall be one or more Persons holding or representing by proxy at least one-third in nominal or par value amount of theissued Shares of the relevant Class (but so that if at any adjourned meeting of such holders a quorum as above defined is notpresent, those Shareholders who are present shall form a quorum) and that, subject to any rights or restrictions for the timebeing attached to the Shares of that Class, every Shareholder of the Class shall on a poll have one vote for each Share of theClass held by him. For the purposes of this Article the Directors may treat all the Classes or any two or more Classes asforming one Class if they consider that all such Classes would be affected in the same way by the proposals underconsideration, but in any other case shall treat them as separate Classes.

18. The rights conferred upon the holders of the Shares of any Class issued with preferred or other rights shall not, subject to anyrights or restrictions for the time being attached to the Shares of that Class, be deemed to be materially adversely varied by,inter alia, the creation, allotment or issue of further Shares ranking pari passu with or subsequent to them or the redemption orpurchase of any Shares of any Class by the Company. The rights of the holders of Shares shall not be deemed to be materiallyadversely varied by the creation or issue of Shares with preferred or other rights including, without limitation, the creation ofShares with enhanced or weighted voting rights.

CERTIFICATES

19. Every Person whose name is entered as a Member in the Register may, without payment and upon its written request, request acertificate within two calendar months after allotment or lodgement of transfer (or within such other period as the conditions ofissue shall provide) in the form determined by the Directors. All certificates shall specify the Share or Shares held by thatPerson, provided that in respect of a Share or Shares held jointly by several Persons the Company shall not be bound to issuemore than one certificate, and delivery of a certificate for a Share to one of several joint holders shall be sufficient delivery toall. All certificates for Shares shall be delivered personally or sent through the post addressed to the Member entitled thereto atthe Member�s registered address as appearing in the Register.

20. Every share certificate of the Company shall bear legends required under the applicable laws, including the Securities Act.

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21. Any two or more certificates representing Shares of any one Class held by any Member may at the Member�s request becancelled and a single new certificate for such Shares issued in lieu on payment (if the Directors shall so require) of one dollar(US$1.00) or such smaller sum as the Directors shall determine.

22. If a share certificate shall be damaged or defaced or alleged to have been lost, stolen or destroyed, a new certificaterepresenting the same Shares may be issued to the relevant Member upon request, subject to delivery up of the old certificate or(if alleged to have been lost, stolen or destroyed) compliance with such conditions as to evidence and indemnity and thepayment of out-of-pocket expenses of the Company in connection with the request as the Directors may think fit.

23. In the event that Shares are held jointly by several Persons, any request may be made by any one of the joint holders and if somade shall be binding on all of the joint holders.

FRACTIONAL SHARES

24. The Directors may issue fractions of a Share and, if so issued, a fraction of a Share shall be subject to and carry thecorresponding fraction of liabilities (whether with respect to nominal or par value, premium, contributions, calls or otherwise),limitations, preferences, privileges, qualifications, restrictions, rights (including, without prejudice to the generality of theforegoing, voting and participation rights) and other attributes of a whole Share. If more than one fraction of a Share of thesame Class is issued to or acquired by the same Shareholder such fractions shall be accumulated.

LIEN

25. The Company has a first and paramount lien on every Share (whether or not fully paid) for all amounts (whether presentlypayable or not) payable at a fixed time or called in respect of that Share. The Company also has a first and paramount lien onevery Share registered in the name of a Person indebted or under liability to the Company (whether he is the sole registeredholder of a Share or one of two or more joint holders) for all amounts owing by him or his estate to the Company (whether ornot presently payable). The Directors may at any time declare a Share to be wholly or in part exempt from the provisions ofthis Article. The Company�s lien on a Share extends to any amount payable in respect of it, including but not limited todividends.

26. The Company may sell, in such manner as the Directors in their absolute discretion think fit, any Share on which the Companyhas a lien, but no sale shall be made unless an amount in respect of which the lien exists is presently payable nor until theexpiration of fourteen calendar days after a notice in writing, demanding payment of such part of the amount in respect ofwhich the lien exists as is presently payable, has been given to the registered holder for the time being of the Share, or thePersons entitled thereto by reason of his death or bankruptcy.

27. For giving effect to any such sale the Directors may authorise a Person to transfer the Shares sold to the purchaser thereof. Thepurchaser shall be registered as the holder of the Shares comprised in any such transfer and he shall not be bound to see to theapplication of the purchase money, nor shall his title to the Shares be affected by any irregularity or invalidity in theproceedings in reference to the sale.

28. The proceeds of the sale after deduction of expenses, fees and commissions incurred by the Company shall be received by theCompany and applied in payment of such part of the amount in respect of which the lien exists as is presently payable, and theresidue shall (subject to a like lien for sums not presently payable as existed upon the Shares prior to the sale) be paid to thePerson entitled to the Shares immediately prior to the sale.

CALLS ON SHARES

29. Subject to the terms of the allotment, the Directors may from time to time make calls upon the Shareholders in respect of anymoneys unpaid on their Shares, and each Shareholder shall (subject to receiving at least fourteen calendar days� noticespecifying the time or times of payment) pay to the Company at the time or times so specified the amount called on suchShares. A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call waspassed.

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30. The joint holders of a Share shall be jointly and severally liable to pay calls in respect thereof.

31. If a sum called in respect of a Share is not paid before or on the day appointed for payment thereof, the Person from whom thesum is due shall pay interest upon the sum at the rate of eight percent per annum from the day appointed for the paymentthereof to the time of the actual payment, but the Directors shall be at liberty to waive payment of that interest wholly or inpart.

32. The provisions of these Articles as to the liability of joint holders and as to payment of interest shall apply in the case of non-payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of theamount of the Share, or by way of premium, as if the same had become payable by virtue of a call duly made and notified.

33. The Directors may make arrangements with respect to the issue of partly paid Shares for a difference between theShareholders, or the particular Shares, in the amount of calls to be paid and in the times of payment.

34. The Directors may, if they think fit, receive from any Shareholder willing to advance the same all or any part of the moneysuncalled and unpaid upon any partly paid Shares held by him, and upon all or any of the moneys so advanced may (until thesame would, but for such advance, become presently payable) pay interest at such rate (not exceeding without the sanction ofan Ordinary Resolution, eight percent per annum) as may be agreed upon between the Shareholder paying the sum in advanceand the Directors. No such sum paid in advance of calls shall entitle the Member paying such sum to any portion of a dividenddeclared in respect of any period prior to the date upon which such sum would, but for such payment, become presentlypayable.

FORFEITURE OF SHARES

35. If a Shareholder fails to pay any call or instalment of a call in respect of partly paid Shares on the day appointed for payment,the Directors may, at any time thereafter during such time as any part of such call or instalment remains unpaid, serve a noticeon him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued.

36. The notice shall name a further day (not earlier than the expiration of fourteen calendar days from the date of the notice) on orbefore which the payment required by the notice is to be made, and shall state that in the event of non-payment at or before thetime appointed, the Shares in respect of which the call was made will be liable to be forfeited.

37. If the requirements of any such notice as aforesaid are not complied with, any Share in respect of which the notice has beengiven may at any time thereafter, before the payment required by notice has been made, be forfeited by a resolution of theDirectors to that effect.

38. A forfeited Share may be sold or otherwise disposed of on such terms and in such manner as the Directors think fit, and at anytime before a sale or disposition the forfeiture may be cancelled on such terms as the Directors think fit.

39. A Person whose Shares have been forfeited shall cease to be a Shareholder in respect of the forfeited Shares, but shall,notwithstanding, remain liable to pay to the Company all moneys which at the date of forfeiture were payable by him to theCompany in respect of the Shares forfeited, but his liability shall cease if and when the Company receives payment in full ofthe amount unpaid on the Shares forfeited.

40. A certificate in writing under the hand of a Director that a Share has been duly forfeited on a date stated in the certificate shallbe conclusive evidence of the facts in the declaration as against all Persons claiming to be entitled to the Share.

41. The Company may receive the consideration, if any, given for a Share on any sale or disposition thereof pursuant to theprovisions of these Articles as to forfeiture and may execute a transfer of the Share in favour of the Person to whom the Shareis sold or disposed of and that Person shall be registered as the holder of the Share and shall not be bound to see to theapplication of the purchase money, if any, nor shall his title to the Shares be affected by any irregularity or invalidity in theproceedings in reference to the disposition or sale.

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42. The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which by the terms of issueof a Share becomes due and payable, whether on account of the amount of the Share, or by way of premium, as if the same hadbeen payable by virtue of a call duly made and notified.

TRANSFER OF SHARES

43. The instrument of transfer of any Share shall be in writing and in any usual or common form or such other form as theDirectors may, in their absolute discretion, approve and be executed by or on behalf of the transferor and if in respect of a nil orpartly paid up Share, or if so required by the Directors, shall also be executed on behalf of the transferee and shall beaccompanied by the certificate (if any) of the Shares to which it relates and such other evidence as the Directors mayreasonably require to show the right of the transferor to make the transfer. The transferor shall be deemed to remain aShareholder until the name of the transferee is entered in the Register in respect of the relevant Shares.

44. (a) The Directors may in their absolute discretion decline to register any transfer of Shares which is not fully paid up oron which the Company has a lien.

(b) The Directors may also decline to register any transfer of any Share unless:

(i) the instrument of transfer is lodged with the Company, accompanied by the certificate for the Shares towhich it relates and such other evidence as the Board may reasonably require to show the right of thetransferor to make the transfer;

(ii) the instrument of transfer is in respect of only one Class of Shares;

(iii) the instrument of transfer is properly stamped, if required;

(iv) in the case of a transfer to joint holders, the number of joint holders to whom the Share is to be transferreddoes not exceed four; and

(v) a fee of such maximum sum as the Designated Stock Exchange may determine to be payable, or such lessersum as the Board of Directors may from time to time require, is paid to the Company in respect thereof.

45. The registration of transfers may, on ten calendar days� notice being given by advertisement in such one or more newspapers,by electronic means or by any other means in accordance with the Designated Stock Exchange Rules, be suspended and theRegister closed at such times and for such periods as the Directors may, in their absolute discretion, from time to timedetermine, provided always that such registration of transfer shall not be suspended nor the Register closed for more than thirtycalendar days in any calendar year.

46. All instruments of transfer that are registered shall be retained by the Company. If the Directors refuse to register a transfer ofany Shares, they shall within three calendar months after the date on which the transfer was lodged with the Company sendnotice of the refusal to each of the transferor and the transferee.

TRANSMISSION OF SHARES

47. The legal personal representative of a deceased sole holder of a Share shall be the only Person recognised by the Company ashaving any title to the Share. In the case of a Share registered in the name of two or more holders, the survivors or survivor, orthe legal personal representatives of the deceased survivor, shall be the only Person recognised by the Company as having anytitle to the Share.

48. Any Person becoming entitled to a Share in consequence of the death or bankruptcy of a Shareholder shall, upon such evidencebeing produced as may from time to time be required by the Directors, have the right either to be registered as a Shareholder inrespect of the Share or, instead of being registered himself, to make such transfer of the Share as the deceased or bankruptPerson could have made; but the Directors shall, in either case, have the same right to decline or suspend registration as theywould have had in the case of a transfer of the Share by the deceased or bankrupt Person before the death or bankruptcy.



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49. A Person becoming entitled to a Share by reason of the death or bankruptcy of a Shareholder shall be entitled to the samedividends and other advantages to which he would be entitled if he were the registered Shareholder, except that he shall not,before being registered as a Shareholder in respect of the Share, be entitled in respect of it to exercise any right conferred bymembership in relation to meetings of the Company, provided however, that the Directors may at any time give noticerequiring any such Person to elect either to be registered himself or to transfer the Share, and if the notice is not complied withwithin ninety calendar days, the Directors may thereafter withhold payment of all dividends, bonuses or other monies payablein respect of the Share until the requirements of the notice have been complied with.

REGISTRATION OF EMPOWERING INSTRUMENTS

50. The Company shall be entitled to charge a fee not exceeding one U.S. dollar (US$1.00) on the registration of every probate,letters of administration, certificate of death or marriage, power of attorney, notice in lieu of distringas, or other instrument.

ALTERATION OF SHARE CAPITAL

51. The Company may from time to time by Ordinary Resolution increase the share capital by such sum, to be divided into Sharesof such Classes and amount, as the resolution shall prescribe.

52. The Company may by Ordinary Resolution:

(a) increase its share capital by new Shares of such amount as it thinks expedient;

(b) consolidate and divide all or any of its share capital into Shares of a larger amount than its existing Shares;

(c) subdivide its Shares, or any of them, into Shares of an amount smaller than that fixed by the Memorandum, providedthat in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced Shareshall be the same as it was in case of the Share from which the reduced Share is derived; and

(d) cancel any Shares that, at the date of the passing of the resolution, have not been taken or agreed to be taken by anyPerson and diminish the amount of its share capital by the amount of the Shares so cancelled.

53. The Company may by Special Resolution reduce its share capital and any capital redemption reserve in any manner authorisedby the Companies Law.

REDEMPTION, PURCHASE AND SURRENDER OF SHARES

54. Subject to the provisions of the Companies Law and these Articles, the Company may:

(a) issue Shares that are to be redeemed or are liable to be redeemed at the option of the Shareholder or the Company. Theredemption of Shares shall be effected in such manner and upon such terms as may be determined, before the issue ofsuch Shares, by either the Board or by the Shareholders by Ordinary Resolution;

(b) purchase its own Shares (including any redeemable Shares) on such terms and in such manner and terms as have beenapproved by the Board or by the Members by Ordinary Resolution, or are otherwise authorised by these Articles; and

(c) make a payment in respect of the redemption or purchase of its own Shares in any manner permitted by theCompanies Law, including out of capital.

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55. The purchase of any Share shall not oblige the Company to purchase any other Share other than as may be required pursuant toapplicable law and any other contractual obligations of the Company.

56. The holder of the Shares being purchased shall be bound to deliver up to the Company the certificate(s) (if any) thereof forcancellation and thereupon the Company shall pay to him the purchase or redemption monies or consideration in respectthereof.

57. The Directors may accept the surrender for no consideration of any fully paid Share.

TREASURY SHARES

58. The Directors may, prior to the purchase, redemption or surrender of any Share, determine that such Share shall be held as aTreasury Share.

59. The Directors may determine to cancel a Treasury Share or transfer a Treasury Share on such terms as they think proper(including, without limitation, for nil consideration).

GENERAL MEETINGS

60. All general meetings other than annual general meetings shall be called extraordinary general meetings.

61. (a) The Company may (but shall not be obliged to) in each calendar year hold a general meeting as its annual generalmeeting and shall specify the meeting as such in the notices calling it. The annual general meeting shall be held atsuch time and place as may be determined by the Directors.

(b) At these meetings the report of the Directors (if any) shall be presented.

62. (a) A majority of the Directors (acting by a resolution of the Board) may call general meetings, and they shall on aShareholders� requisition forthwith proceed to convene an extraordinary general meeting of the Company.

(b) A Shareholders� requisition is a requisition of Members holding at the date of deposit of the requisition Shares whichcarry in aggregate not less than one-third (1/3) of all votes attaching to all issued and outstanding Shares of theCompany that as at the date of the deposit carry the right to vote at general meetings of the Company.

(c) The requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at theRegistered Office, and may consist of several documents in like form each signed by one or more requisitionists.

(d) If the Directors do not within twenty-one calendar days from the date of the deposit of the requisition duly proceed toconvene a general meeting to be held within a further twenty-one calendar days, the requisitionists, or any of themrepresenting more than one-half of the total voting rights of all of them, may themselves convene a general meeting,but any meeting so convened shall not be held after the expiration of three calendar months after the expiration of thesaid twenty-one calendar days.

(e) A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly aspossible as that in which general meetings are to be convened by Directors.

NOTICE OF GENERAL MEETINGS

63. At least ten (10) calendar days� notice shall be given for any general meeting. Every notice shall be exclusive of the day onwhich it is given or deemed to be given and of the day for which it is given and shall specify the place, the day and the hour ofthe meeting and the general nature of the business and shall be given in the manner hereinafter mentioned or in such othermanner if any as may be prescribed by the Company, provided that a general meeting of the Company shall, whether or not thenotice specified in this Article has been given and whether or not the provisions of these Articles regarding general meetingshave been complied with, be deemed to have been duly convened if it is so agreed:



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(a) in the case of an annual general meeting, by all the Shareholders (or their proxies) entitled to attend and vote thereat;and

(b) in the case of an extraordinary general meeting, by two-thirds (2/3rd) of the Shareholders having a right to attend andvote at the meeting, present in person or by proxy or, in the case of a corporation or other non-natural person, by itsduly authorised representative or proxy.

64. The accidental omission to give notice of a meeting to or the non-receipt of a notice of a meeting by any Shareholder shall notinvalidate the proceedings at any meeting.

PROCEEDINGS AT GENERAL MEETINGS

65. No business except for the appointment of a chairman for the meeting shall be transacted at any general meeting unless aquorum of Shareholders is present at the time when the meeting proceeds to business. One or more Shareholders holdingShares which carry in aggregate (or representing by proxy) not less than a majority of all votes attaching to all Shares in issueand entitled to vote at such general meeting, present in person or by proxy or, if a corporation or other non-natural person, byits duly authorised representative, shall be a quorum for all purposes.

66. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting shall be dissolved.

67. If the Directors wish to make this facility available for a specific general meeting or all general meetings of the Company,participation in any general meeting of the Company may be by means of a telephone or similar communication equipment byway of which all Persons participating in such meeting can communicate with each other and such participation shall bedeemed to constitute presence in person at the meeting.

68. The Chairman of the Board of Directors, if any, shall preside as chairman at every general meeting of the Company.

69. If there is no such Chairman of the Board of Directors, or if at any general meeting he is not present within fifteen minutes afterthe time appointed for holding the meeting or is unwilling to act as chairman of the meeting, any Director or Person nominatedby the Chairman (or, in the absence of such Chairman nomination, the Directors) shall preside as chairman of that meeting,failing which the Shareholders present in person or by proxy shall choose any Person present to be chairman of that meeting.

70. The chairman may with the consent of any general meeting at which a quorum is present (and shall if so directed by themeeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjournedmeeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting, oradjourned meeting, is adjourned for fourteen calendar days or more, notice of the adjourned meeting shall be given as in thecase of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the businessto be transacted at an adjourned meeting.

71. The Directors may cancel or postpone any duly convened general meeting at any time prior to such meeting, except for generalmeetings requisitioned by the Shareholders in accordance with these Articles, for any reason or for no reason, upon notice inwriting to Shareholders. A postponement may be for a stated period of any length or indefinitely as the Directors maydetermine.

72. At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (beforeor on the declaration of the result of the show of hands) demanded by the chairman of the meeting or any Shareholder presentin person or by proxy, and unless a poll is so demanded, a declaration by the chairman of the meeting that a resolution has, on ashow of hands, been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the bookof the proceedings of the Company, shall be conclusive evidence of the fact, without proof of the number or proportion of thevotes recorded in favour of, or against, that resolution.

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73. If a poll is duly demanded it shall be taken in such manner as the chairman of the meeting directs, and the result of the pollshall be deemed to be the resolution of the meeting at which the poll was demanded.

74. All questions submitted to a meeting shall be decided by an Ordinary Resolution except where a greater majority is required bythese Articles or by the Companies Law. In the case of an equality of votes, whether on a show of hands or on a poll, thechairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall be entitled to a secondor casting vote.

75. A poll demanded on the election of a chairman of the meeting or on a question of adjournment shall be taken forthwith. A polldemanded on any other question shall be taken at such time as the chairman of the meeting directs.

VOTES OF SHAREHOLDERS

76. Subject to any rights and restrictions for the time being attached to any Share, on a show of hands every Shareholder present inperson or by proxy (or, if a corporation or other non-natural person, by its duly authorised representative or proxy) shall, at ageneral meeting of the Company, each have one vote and on a poll every Shareholder present in person or by proxy (or, if acorporation or other non-natural person, by its duly authorised representative or proxy) shall have one (1) vote for each Class AOrdinary Share and twenty (20) votes for each Class B Ordinary Share of which he is the holder.

77. In the case of joint holders the vote of the senior who tenders a vote whether in person or by proxy (or, if a corporation or othernon-natural person, by its duly authorised representative or proxy) shall be accepted to the exclusion of the votes of the otherjoint holders and for this purpose seniority shall be determined by the order in which the names stand in the Register.

78. Shares carrying the right to vote that are held by a Shareholder of unsound mind, or in respect of whom an order has been madeby any court having jurisdiction in lunacy, may be voted, whether on a show of hands or on a poll, by his committee, or otherPerson in the nature of a committee appointed by that court, and any such committee or other Person may vote in respect ofsuch Shares by proxy.

79. No Shareholder shall be entitled to vote at any general meeting of the Company unless all calls, if any, or other sums presentlypayable by him in respect of Shares carrying the right to vote held by him have been paid.

80. On a poll votes may be given either personally or by proxy.

81. Each Shareholder, other than a recognised clearing house (or its nominee(s)) or depositary (or its nominee(s)), may onlyappoint one proxy on a show of hand. The instrument appointing a proxy shall be in writing under the hand of the appointor orof his attorney duly authorised in writing or, if the appointor is a corporation, either under Seal or under the hand of an officeror attorney duly authorised. A proxy need not be a Shareholder.

82. An instrument appointing a proxy may be in any usual or common form or such other form as the Directors may approve.

83. The instrument appointing a proxy shall be deposited at the Registered Office or at such other place as is specified for thatpurpose in the notice convening the meeting, or in any instrument of proxy sent out by the Company:

(a) not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in theinstrument proposes to vote; or

(b) in the case of a poll taken more than 48 hours after it is demanded, be deposited as aforesaid after the poll has beendemanded and not less than 24 hours before the time appointed for the taking of the poll; or

(c) where the poll is not taken forthwith but is taken not more than 48 hours after it was demanded be delivered at themeeting at which the poll was demanded to the chairman or to the secretary or to any director; provided that theDirectors may in the notice convening the meeting, or in an instrument of proxy sent out by the Company, direct thatthe instrument appointing a proxy may be deposited at such other time (no later than the time for holding the meetingor adjourned meeting) at the Registered Office or at such other place as is specified for that purpose in the noticeconvening the meeting, or in any instrument of proxy sent out by the Company. The Chairman may in any event at his



discretion direct that an instrument of proxy shall be deemed to have been duly deposited. An instrument of proxy thatis not deposited in the manner permitted shall be invalid.

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84. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

85. A resolution in writing signed by all the Shareholders for the time being entitled to receive notice of and to attend and vote atgeneral meetings of the Company (or being corporations by their duly authorised representatives) shall be as valid and effectiveas if the same had been passed at a general meeting of the Company duly convened and held.

CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS

86. Any corporation which is a Shareholder or a Director may by resolution of its directors or other governing body authorise suchPerson as it thinks fit to act as its representative at any meeting of the Company or of any meeting of holders of a Class or ofthe Directors or of a committee of Directors, and the Person so authorised shall be entitled to exercise the same powers onbehalf of the corporation which he represents as that corporation could exercise if it were an individual Shareholder or Director.

DEPOSITARY AND CLEARING HOUSES

87. If a recognised clearing house (or its nominee(s)) or depositary (or its nominee(s)) is a Member of the Company it may, byresolution of its directors or other governing body or by power of attorney, authorise such Person(s) as it thinks fit to act as itsrepresentative(s) at any general meeting of the Company or of any Class of Shareholders provided that, if more than onePerson is so authorised, the authorisation shall specify the number and Class of Shares in respect of which each such Person isso authorised. A Person so authorised pursuant to this Article shall be entitled to exercise the same powers on behalf of therecognised clearing house (or its nominee(s)) or depositary (or its nominee(s)) which he represents as that recognised clearinghouse (or its nominee(s)) or depositary (or its nominee(s)) could exercise if it were an individual Member holding the numberand Class of Shares specified in such authorisation, including the right to vote individually on a show of hands.

DIRECTORS

88. (a) Unless otherwise determined by the Company in general meeting, the number of Directors shall not be less than three(3) Directors, the exact number of Directors to be determined from time to time by the Board of Directors.

(b) The Board of Directors shall elect and appoint a Chairman by a majority of the Directors then in office. The period forwhich the Chairman will hold office will also be determined by a majority of all of the Directors then in office. TheChairman shall preside as chairman at every meeting of the Board of Directors. To the extent the Chairman is notpresent at a meeting of the Board of Directors within fifteen minutes after the time appointed for holding the same, theattending Directors may choose one of their number to be the chairman of the meeting.

(c) Subject to Article 88(d), the Company may by Ordinary Resolution or a resolution of the Board of Directors appointany Person to be a Director.

(d) For so long as YIHAN HOLDINGS LIMITED and its Affiliates collectively hold no less than 50% of the votingpower of the Company, Jing Gao shall be entitled to nominate or propose the removal and replacement of a majorityof the Directors by delivering a written notice to the Company, and the Directors shall procure to pass the relevantresolution in accordance with these Articles to give effect to such appointment, removal or replacement.

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(e) The Board may, by the affirmative vote of a simple majority of the Directors present and voting at a Board meeting,appoint any Person as a Director, to fill a casual vacancy on the Board as a result of the resignation or removal of aDirector who is not nominated by Jing Gao or as an addition to the Board.

(f) An appointment of a Director may be on terms that the Director shall automatically retire from office (unless he hassooner vacated office) at the next or a subsequent annual general meeting or upon any specified event or after anyspecified period in a written agreement between the Company and the Director, if any; but no such term shall beimplied in the absence of express provision. Each Director whose term of office expires shall be eligible for re-election at a meeting of the Shareholders or re-appointment by the Board.

89. A Director may be removed from office by Ordinary Resolution of the Company, or in case where a written notice is receivedfrom Jing Gao under Article 88(d) or for a Director not nominated by Jing Gao, be removed from office by the affirmative voteof a simple majority of the Directors present and voting at a Board meeting, notwithstanding anything in these Articles or inany agreement between the Company and such Director (but without prejudice to any claim for damages under suchagreement). A vacancy on the Board created by the removal of a Director under the previous sentence may be filled byOrdinary Resolution or by the affirmative vote of a simple majority of the remaining Directors present and voting at a Boardmeeting. The notice of any meeting at which a resolution to remove a Director shall be proposed or voted upon must contain astatement of the intention to remove that Director and such notice must be served on that Director not less than ten(10) calendar days before the meeting. Such Director is entitled to attend the meeting and be heard on the motion for hisremoval.

90. The Board may, from time to time, and except as required by applicable law or Designated Stock Exchange Rules, adopt,institute, amend, modify or revoke the corporate governance policies or initiatives of the Company and determine on variouscorporate governance related matters of the Company as the Board shall determine by resolution of Directors from time totime.

91. A Director shall not be required to hold any Shares in the Company by way of qualification. A Director who is not a Memberof the Company shall nevertheless be entitled to attend and speak at general meetings.

92. The remuneration of the Directors may be determined by the Directors or by Ordinary Resolution.

93. The Directors shall be entitled to be paid their travelling, hotel and other expenses properly incurred by them in going to,attending and returning from meetings of the Directors, or any committee of the Directors, or general meetings of theCompany, or otherwise in connection with the business of the Company, or to receive such fixed allowance in respect thereofas may be determined by the Directors from time to time, or a combination partly of one such method and partly the other.

ALTERNATE DIRECTOR OR PROXY

94. Any Director may in writing appoint another Person to be his alternate and, save to the extent provided otherwise in the form ofappointment, such alternate shall have authority to sign written resolutions on behalf of the appointing Director, but shall not berequired to sign such written resolutions where they have been signed by the appointing director, and to act in such Director�splace at any meeting of the Directors at which the appointing Director is unable to be present. Every such alternate shall beentitled to attend and vote at meetings of the Directors as a Director when the Director appointing him is not personally presentand where he is a Director to have a separate vote on behalf of the Director he is representing in addition to his own vote. ADirector may at any time in writing revoke the appointment of an alternate appointed by him. Such alternate shall be deemedfor all purposes to be a Director and shall not be deemed to be the agent of the Director appointing him. The remuneration ofsuch alternate shall be payable out of the remuneration of the Director appointing him and the proportion thereof shall beagreed between them.

95. Any Director may appoint any Person, whether or not a Director, to be the proxy of that Director to attend and vote on hisbehalf, in accordance with instructions given by that Director, or in the absence of such instructions at the discretion of theproxy, at a meeting or meetings of the Directors which that Director is unable to attend personally. The instrument appointingthe proxy shall be in writing under the hand of the appointing Director and shall be in any usual or common form or such otherform as the Directors may approve, and must be lodged with the chairman of the meeting of the Directors at which such proxyis to be used, or first used, prior to the commencement of the meeting.



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POWERS AND DUTIES OF DIRECTORS

96. Subject to the Companies Law, these Articles and to any resolutions passed in a general meeting, the business of the Companyshall be managed by the Directors, who may pay all expenses incurred in setting up and registering the Company and mayexercise all powers of the Company. No resolution passed by the Company in general meeting shall invalidate any prior act ofthe Directors that would have been valid if that resolution had not been passed.

97. Subject to these Articles, the Directors may from time to time appoint any natural person or corporation, whether or not aDirector to hold such office in the Company as the Directors may think necessary for the administration of the Company,including but not limited to, chief executive officer, one or more other executive officers, president, one or more vicepresidents, treasurer, assistant treasurer, manager or controller, and for such term and at such remuneration (whether by way ofsalary or commission or participation in profits or partly in one way and partly in another), and with such powers and duties asthe Directors may think fit. Any natural person or corporation so appointed by the Directors may be removed by the Directors.The Directors may also appoint one or more of their number to the office of managing director upon like terms, but any suchappointment shall ipso facto terminate if any managing director ceases for any cause to be a Director, or if the Company byOrdinary Resolution resolves that his tenure of office be terminated.

98. The Directors may appoint any natural person or corporation to be a Secretary (and if need be an assistant Secretary or assistantSecretaries) who shall hold office for such term, at such remuneration and upon such conditions and with such powers as theythink fit. Any Secretary or assistant Secretary so appointed by the Directors may be removed by the Directors or by theCompany by Ordinary Resolution.

99. The Directors may delegate any of their powers to committees consisting of such member or members of their body as theythink fit; any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may beimposed on it by the Directors.

100. The Directors may from time to time and at any time by power of attorney (whether under Seal or under hand) or otherwiseappoint any company, firm or Person or body of Persons, whether nominated directly or indirectly by the Directors, to be theattorney or attorneys or authorised signatory (any such Person being an �Attorney� or �Authorised Signatory�, respectively) ofthe Company for such purposes and with such powers, authorities and discretion (not exceeding those vested in or exercisableby the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any suchpower of attorney or other appointment may contain such provisions for the protection and convenience of Persons dealingwith any such Attorney or Authorised Signatory as the Directors may think fit, and may also authorise any such Attorney orAuthorised Signatory to delegate all or any of the powers, authorities and discretion vested in him.

101. The Directors may from time to time provide for the management of the affairs of the Company in such manner as they shallthink fit and the provisions contained in the three next following Articles shall not limit the general powers conferred by thisArticle.

102. The Directors from time to time and at any time may establish any committees, local boards or agencies for managing any ofthe affairs of the Company and may appoint any natural person or corporation to be a member of such committees or localboards and may appoint any managers or agents of the Company and may fix the remuneration of any such natural person orcorporation.

103. The Directors from time to time and at any time may delegate to any such committee, local board, manager or agent any of thepowers, authorities and discretions for the time being vested in the Directors and may authorise the members for the time beingof any such local board, or any of them to fill any vacancies therein and to act notwithstanding vacancies and any suchappointment or delegation may be made on such terms and subject to such conditions as the Directors may think fit and theDirectors may at any time remove any natural person or corporation so appointed and may annul or vary any such delegation,but no Person dealing in good faith and without notice of any such annulment or variation shall be affected thereby.

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104. Any such delegates as aforesaid may be authorised by the Directors to sub-delegate all or any of the powers, authorities, anddiscretion for the time being vested in them.

BORROWING POWERS OF DIRECTORS

105. The Directors may from time to time at their discretion exercise all the powers of the Company to raise or borrow money andto mortgage or charge its undertaking, property and assets (present and future) and uncalled capital or any part thereof, to issuedebentures, debenture stock, bonds and other securities, whether outright or as collateral security for any debt, liability orobligation of the Company or of any third party.

THE SEAL

106. The Seal shall not be affixed to any instrument except by the authority of a resolution of the Directors provided always thatsuch authority may be given prior to or after the affixing of the Seal and if given after may be in general form confirming anumber of affixing of the Seal. The Seal shall be affixed in the presence of a Director or a Secretary (or an assistant Secretary)or in the presence of any one or more Persons as the Directors may appoint for the purpose and every Person as aforesaid shallsign every instrument to which the Seal is so affixed in their presence.

107. The Company may maintain a facsimile of the Seal in such countries or places as the Directors may appoint and such facsimileSeal shall not be affixed to any instrument except by the authority of a resolution of the Directors provided always that suchauthority may be given prior to or after the affixing of such facsimile Seal and if given after may be in general form confirminga number of affixing of such facsimile Seal. The facsimile Seal shall be affixed in the presence of such Person or Persons as theDirectors shall for this purpose appoint and such Person or Persons as aforesaid shall sign every instrument to which thefacsimile Seal is so affixed in their presence and such affixing of the facsimile Seal and signing as aforesaid shall have thesame meaning and effect as if the Seal had been affixed in the presence of and the instrument signed by a Director or aSecretary (or an assistant Secretary) or in the presence of any one or more Persons as the Directors may appoint for thepurpose.

108. Notwithstanding the foregoing, a Secretary or any assistant Secretary shall have the authority to affix the Seal, or the facsimileSeal, to any instrument for the purposes of attesting authenticity of the matter contained therein but which does not create anyobligation binding on the Company.

DISQUALIFICATION OF DIRECTORS

109. The office of Director shall be vacated, if the Director:

(a) becomes bankrupt or makes any arrangement or composition with his creditors;

(b) dies or is found to be or becomes of unsound mind;

(c) resigns his office by notice in writing to the Company;

(d) is prohibited by any applicable Law or Designated Stock Exchange Rules from being a Director;

(e) without special leave of absence from the Board, is absent from meetings of the Board for three consecutive meetingsand the Board resolves that his office be vacated; or

(f) is removed from office pursuant to any other provision of these Articles.

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PROCEEDINGS OF DIRECTORS

110. The Directors may meet together (either within or outside the Cayman Islands) for the despatch of business, adjourn, andotherwise regulate their meetings and proceedings as they think fit. Questions arising at any meeting shall be decided by amajority of votes. At any meeting of the Directors, each Director present in person or represented by his proxy or alternateshall be entitled to one vote. In case of an equality of votes the Chairman shall have a second or casting vote. A Director may,and a Secretary or assistant Secretary on the requisition of a Director shall, at any time summon a meeting of the Directors.

111. A Director may participate in any meeting of the Directors, or of any committee appointed by the Directors of which suchDirector is a member, by means of telephone or similar communication equipment by way of which all Persons participating insuch meeting can communicate with each other and such participation shall be deemed to constitute presence in person at themeeting.

112. The quorum necessary for the transaction of the business of the Board may be fixed by the Directors, and unless so fixed, thequorum shall be a majority of Directors then in office and a majority of the Directors appointed by Jing Gao. A Directorrepresented by proxy or by an alternate Director at any meeting shall be deemed to be present for the purposes of determiningwhether or not a quorum is present.

113. A Director who is in any way, whether directly or indirectly, interested in a contract or transaction or proposed contract ortransaction with the Company shall declare the nature of his interest at a meeting of the Directors. A general notice given to theDirectors by any Director to the effect that he is a member of any specified company or firm and is to be regarded as interestedin any contract or transaction which may thereafter be made with that company or firm shall be deemed a sufficient declarationof interest in regard to any contract so made or transaction so consummated. Subject to the Designated Stock ExchangeRules and disqualification by the chairman of the relevant Board meeting, a Director may vote in respect of any contract ortransaction or proposed contract or transaction notwithstanding that he may be interested therein and if he does so his vote shallbe counted and he may be counted in the quorum at any meeting of the Directors at which any such contract or transaction orproposed contract or transaction shall come before the meeting for consideration.

114. A Director may hold any other office or place of profit under the Company (other than the office of auditor) in conjunction withhis office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors may determine andno Director or intending Director shall be disqualified by his office from contracting with the Company either with regard tohis tenure of any such other office or place of profit or as vendor, purchaser or otherwise, nor shall any such contract orarrangement entered into by or on behalf of the Company in which any Director is in any way interested be liable to beavoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realisedby any such contract or arrangement by reason of such Director holding that office or of the fiduciary relation therebyestablished. A Director, notwithstanding his interest, may be counted in the quorum present at any meeting of the Directorswhereat he or any other Director is appointed to hold any such office or place of profit under the Company or whereat theterms of any such appointment are arranged and he may vote on any such appointment or arrangement.

115. Any Director may act by himself or through his firm in a professional capacity for the Company, and he or his firm shall beentitled to remuneration for professional services as if he were not a Director; provided that nothing herein contained shallauthorise a Director or his firm to act as auditor to the Company.

116. The Directors shall cause minutes to be made for the purpose of recording:

(a) all appointments of officers made by the Directors;

(b) the names of the Directors present at each meeting of the Directors and of any committee of the Directors; and

(c) all resolutions and proceedings at all meetings of the Company, and of the Directors and of committees of Directors.

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117. When the chairman of a meeting of the Directors signs the minutes of such meeting the same shall be deemed to have beenduly held notwithstanding that all the Directors have not actually come together or that there may have been a technical defectin the proceedings.

118. A resolution in writing signed by all the Directors or all the members of a committee of Directors entitled to receive notice of ameeting of Directors or committee of Directors, as the case may be (an alternate Director, subject as provided otherwise in theterms of appointment of the alternate Director, being entitled to sign such a resolution on behalf of his appointer), shall be asvalid and effectual as if it had been passed at a duly called and constituted meeting of Directors or committee of Directors, asthe case may be. When signed a resolution may consist of several documents each signed by one or more of the Directors or hisduly appointed alternate.

119. The continuing Directors may act notwithstanding any vacancy in their body but if and for so long as their number is reducedbelow the number fixed by or pursuant to these Articles as the necessary quorum of Directors, the continuing Directors may actfor the purpose of increasing the number, or of summoning a general meeting of the Company, but for no other purpose.

120. Subject to any regulations imposed on it by the Directors, a committee appointed by the Directors may elect a chairman of itsmeetings. If no such chairman is elected, or if at any meeting the chairman is not present within fifteen minutes after the timeappointed for holding the meeting, the committee members present may choose one of their number to be chairman of themeeting.

121. A committee appointed by the Directors may meet and adjourn as it thinks proper. Subject to any regulations imposed on it bythe Directors, questions arising at any meeting shall be determined by a majority of votes of the committee members presentand in case of an equality of votes the chairman shall have a second or casting vote.

122. All acts done by any meeting of the Directors or of a committee of Directors, or by any Person acting as a Director, shallnotwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director or Personacting as aforesaid, or that they or any of them were disqualified, be as valid as if every such Person had been duly appointedand was qualified to be a Director.

PRESUMPTION OF ASSENT

123. A Director who is present at a meeting of the Board of Directors at which an action on any Company matter is taken shall bepresumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless heshall file his written dissent from such action with the person acting as the chairman or secretary of the meeting before theadjournment thereof or shall forward such dissent by registered post to such person immediately after the adjournment of themeeting. Such right to dissent shall not apply to a Director who voted in favour of such action.

DIVIDENDS

124. Subject to any rights and restrictions for the time being attached to any Shares, the Directors may from time to time declaredividends (including interim dividends) and other distributions on Shares in issue and authorise payment of the same out of thefunds of the Company lawfully available therefor.

125. Subject to any rights and restrictions for the time being attached to any Shares, or as otherwise provided for in the CompaniesLaw and these Articles, the Company by Ordinary Resolution may declare dividends, but no dividend shall exceed the amountrecommended by the Directors.

126. The Directors may, before recommending or declaring any dividend, set aside out of the funds legally available for distributionsuch sums as they think proper as a reserve or reserves which shall, in the absolute discretion of the Directors, be applicable formeeting contingencies or for equalising dividends or for any other purpose to which those funds may be properly applied, andpending such application may in the absolute discretion of the Directors, either be employed in the business of the Company orbe invested in such investments (other than Shares of the Company) as the Directors may from time to time think fit.

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127. Any dividend payable in cash to the holder of Shares may be paid in any manner determined by the Directors. If paid bycheque it will be sent by mail addressed to the holder at his address in the Register, or addressed to such person and at suchaddresses as the holder may direct. Every such cheque or warrant shall, unless the holder or joint holders otherwise direct, bemade payable to the order of the holder or, in the case of joint holders, to the order of the holder whose name stands first on theRegister in respect of such Shares, and shall be sent at his or their risk and payment of the cheque or warrant by the bank onwhich it is drawn shall constitute a good discharge to the Company.

128. The Directors may determine that a dividend shall be paid wholly or partly by the distribution of specific assets (which mayconsist of the shares or securities of any other company) and may settle all questions concerning such distribution. Withoutlimiting the generality of the foregoing, the Directors may fix the value of such specific assets, may determine that cashpayment shall be made to some Shareholders in lieu of specific assets and may vest any such specific assets in trustees on suchterms as the Directors think fit.

129. Subject to any rights and restrictions for the time being attached to any Shares, all dividends shall be declared and paidaccording to the amounts paid up on the Shares, but if and for so long as nothing is paid up on any of the Shares dividends maybe declared and paid according to the par value of the Shares. No amount paid on a Share in advance of calls shall, whilecarrying interest, be treated for the purposes of this Article as paid on the Share.

130. If several Persons are registered as joint holders of any Share, any of them may give effective receipts for any dividend or othermoneys payable on or in respect of the Share.

131. No dividend shall bear interest against the Company.

132. Any dividend unclaimed after a period of six calendar years from the date of declaration of such dividend may be forfeited bythe Board of Directors and, if so forfeited, shall revert to the Company.

ACCOUNTS, AUDIT AND ANNUAL RETURN AND DECLARATION

133. The books of account relating to the Company�s affairs shall be kept in such manner as may be determined from time to timeby the Directors.

134. The books of account shall be kept at the Registered Office, or at such other place or places as the Directors think fit, and shallalways be open to the inspection of the Directors.

135. The Directors may from time to time determine whether and to what extent and at what times and places and under whatconditions or regulations the accounts and books of the Company or any of them shall be open to the inspection ofShareholders not being Directors, and no Shareholder (not being a Director) shall have any right to inspect any account or bookor document of the Company except as conferred by law or authorised by the Directors or by Ordinary Resolution.

136. The accounts relating to the Company�s affairs shall be audited in such manner and with such financial year end as may bedetermined from time to time by the Directors or failing any determination as aforesaid shall not be audited.

137. The Directors may appoint an auditor of the Company who shall hold office until removed from office by a resolution of theDirectors and may fix his or their remuneration.

138. Every auditor of the Company shall have a right of access at all times to the books and accounts and vouchers of the Companyand shall be entitled to require from the Directors and officers of the Company such information and explanation as may benecessary for the performance of the duties of the auditors.

139. The auditors shall, if so required by the Directors, make a report on the accounts of the Company during their tenure of officeat the next annual general meeting following their appointment, and at any time during their term of office, upon request of theDirectors or any general meeting of the Members.

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140. The Directors in each calendar year shall prepare, or cause to be prepared, an annual return and declaration setting forth theparticulars required by the Companies Law and deliver a copy thereof to the Registrar of Companies in the Cayman Islands.

CAPITALISATION OF RESERVES

141. Subject to the Companies Law, the Directors may:

(a) resolve to capitalise an amount standing to the credit of reserves (including a Share Premium Account, capitalredemption reserve and profit and loss account), which is available for distribution;

(b) appropriate the sum resolved to be capitalised to the Shareholders in proportion to the nominal amount of Shares(whether or not fully paid) held by them respectively and apply that sum on their behalf in or towards:

(i) paying up the amounts (if any) for the time being unpaid on Shares held by them respectively, or

(ii) paying up in full unissued Shares or debentures of a nominal amount equal to that sum,

and allot the Shares or debentures, credited as fully paid, to the Shareholders (or as they may direct) in those proportions, orpartly in one way and partly in the other, but the Share Premium Account, the capital redemption reserve and profits which arenot available for distribution may, for the purposes of this Article, only be applied in paying up unissued Shares to be allottedto Shareholders credited as fully paid;

(c) make any arrangements they think fit to resolve a difficulty arising in the distribution of a capitalised reserve and inparticular, without limitation, where Shares or debentures become distributable in fractions the Directors may dealwith the fractions as they think fit;

(d) authorise a Person to enter (on behalf of all the Shareholders concerned) into an agreement with the Companyproviding for either:

(i) the allotment to the Shareholders respectively, credited as fully paid, of Shares or debentures to which theymay be entitled on the capitalisation, or

(ii) the payment by the Company on behalf of the Shareholders (by the application of their respectiveproportions of the reserves resolved to be capitalised) of the amounts or part of the amounts remainingunpaid on their existing Shares,

and any such agreement made under this authority being effective and binding on all those Shareholders; and

(e) generally do all acts and things required to give effect to the resolution.

142. Notwithstanding any provisions in these Articles, the Directors may resolve to capitalise an amount standing to the credit ofreserves (including the share premium account, capital redemption reserve and profit and loss account) or otherwise availablefor distribution by applying such sum in paying up in full unissued Shares to be allotted and issued to:

(a) employees (including Directors) or service providers of the Company or its Affiliates upon exercise or vesting of anyoptions or awards granted under any share incentive scheme or employee benefit scheme or other arrangement whichrelates to such persons that has been adopted or approved by the Directors or the Members;

(b) any trustee of any trust or administrator of any share incentive scheme or employee benefit scheme to whom sharesare to be allotted and issued by the Company in connection with the operation of any share incentive scheme oremployee benefit scheme or other arrangement which relates to such persons that has been adopted or approved by theDirectors or Members; or



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(c) any depositary of the Company for the purposes of the issue, allotment and delivery by the depositary of ADSs toemployees (including Directors) or service providers of the Company or its Affiliates upon exercise or vesting of anyoptions or awards granted under any share incentive scheme or employee benefit scheme or other arrangement whichrelates to such persons that has been adopted or approved by the Directors or the Members.

SHARE PREMIUM ACCOUNT

143. The Directors shall in accordance with the Companies Law establish a Share Premium Account and shall carry to the credit ofsuch account from time to time a sum equal to the amount or value of the premium paid on the issue of any Share.

144. There shall be debited to any Share Premium Account on the redemption or purchase of a Share the difference between thenominal value of such Share and the redemption or purchase price provided always that at the discretion of the Directors suchsum may be paid out of the profits of the Company or, if permitted by the Companies Law, out of capital.

NOTICES

145. Except as otherwise provided in these Articles, any notice or document may be served by the Company or by the Personentitled to give notice to any Shareholder or Director either personally, or by posting it by airmail or a recognised courierservice in a prepaid letter addressed to such Shareholder or Director at his address as appearing in the Register or the Registerof Directors of the Company, as the case may be, or by electronic mail to any electronic mail address such Shareholder mayhave specified in writing for the purpose of such service of notices, or by facsimile, to any facsimile number such Shareholdermay have specified in writing for the purpose of such service of notices, or by placing it on the Company�s Website should theDirectors deem it appropriate. In the case of joint holders of a Share, all notices shall be given to that one of the joint holderswhose name stands first in the Register in respect of the joint holding, and notice so given shall be sufficient notice to all thejoint holders.

146. Notices sent from one country to another shall be sent or forwarded by prepaid airmail or a recognised courier service.

147. Any Shareholder present, either personally or by proxy, at any meeting of the Company shall for all purposes be deemed tohave received due notice of such meeting and, where requisite, of the purposes for which such meeting was convened.

148. Any notice or other document, if served by:

(a) post, shall be deemed to have been served five calendar days after the time when the letter containing the same isposted;

(b) facsimile, shall be deemed to have been served upon production by the transmitting facsimile machine of a reportconfirming transmission of the facsimile in full to the facsimile number of the recipient;

(c) recognised courier service, shall be deemed to have been served 48 hours after the time when the letter containing thesame is delivered to the courier service; or

(d) electronic means, shall be deemed to have been served immediately (i) upon the time of the transmission to theelectronic mail address supplied by the Shareholder to the Company or (ii) upon the time of its placement on theCompany�s Website.

In proving service by post or courier service it shall be sufficient to prove that the letter containing the notice or documents wasproperly addressed and duly posted or delivered to the courier service.

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149. Any notice or document delivered or sent by post to or left at the registered address of any Shareholder in accordance with theterms of these Articles shall notwithstanding that such Shareholder be then dead or bankrupt, and whether or not the Companyhas notice of his death or bankruptcy, be deemed to have been duly served in respect of any Share registered in the name ofsuch Shareholder as sole or joint holder, unless his name shall at the time of the service of the notice or document have beenremoved from the Register as the holder of the Share, and such service shall for all purposes be deemed a sufficient service ofsuch notice or document on all Persons interested (whether jointly with or as claiming through or under him) in the Share.

150. Notice of every general meeting of the Company shall be given to:

(a) all Shareholders holding Shares with the right to receive notice and who have supplied to the Company an address forthe giving of notices to them; and

(b) every Person entitled to a Share in consequence of the death or bankruptcy of a Shareholder, who but for his death orbankruptcy would be entitled to receive notice of the meeting.

No other Person shall be entitled to receive notices of general meetings.

INFORMATION

151. Subject to the relevant laws, rules and regulations applicable to the Company, no Member shall be entitled to require discoveryof any information in respect of any detail of the Company�s trading or any information which is or may be in the nature of atrade secret or secret process which may relate to the conduct of the business of the Company and which in the opinion of theBoard would not be in the interests of the Members of the Company to communicate to the public.

152. Subject to due compliance with the relevant laws, rules and regulations applicable to the Company, the Board shall be entitledto release or disclose any information in its possession, custody or control regarding the Company or its affairs to any of itsMembers including, without limitation, information contained in the Register and transfer books of the Company.

INDEMNITY

153. Every Director (including for the purposes of this Article any alternate Director appointed pursuant to the provisions of theseArticles), Secretary, assistant Secretary, or other officer for the time being and from time to time of the Company (but notincluding the Company�s auditors) and the personal representatives of the same (each an �Indemnified Person�) shall beindemnified and secured harmless against all actions, proceedings, costs, charges, expenses, losses, damages or liabilitiesincurred or sustained by such Indemnified Person, other than by reason of such Indemnified Person�s own dishonesty, wilfuldefault or fraud, in or about the conduct of the Company�s business or affairs (including as a result of any mistake ofjudgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to thegenerality of the foregoing, any costs, expenses, losses or liabilities incurred by such Indemnified Person in defending (whethersuccessfully or otherwise) any civil proceedings concerning the Company or its affairs in any court whether in the CaymanIslands or elsewhere.

154. No Indemnified Person shall be liable:

(a) for the acts, receipts, neglects, defaults or omissions of any other Director or officer or agent of the Company; or

(b) for any loss on account of defect of title to any property of the Company; or

(c) on account of the insufficiency of any security in or upon which any money of the Company shall be invested; or

(d) for any loss incurred through any bank, broker or other similar Person; or

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(e) for any loss occasioned by any negligence, default, breach of duty, breach of trust, error of judgement or oversight onsuch Indemnified Person�s part; or

(f) for any loss, damage or misfortune whatsoever which may happen in or arise from the execution or discharge of theduties, powers, authorities, or discretions of such Indemnified Person�s office or in relation thereto;

unless the same shall happen through such Indemnified Person�s own dishonesty, wilful default or fraud.

FINANCIAL YEAR

155. Unless the Directors otherwise prescribe, the financial year of the Company shall end on December 31st in each calendar yearand shall begin on January 1st in each calendar year.

NON-RECOGNITION OF TRUSTS

156. No Person shall be recognised by the Company as holding any Share upon any trust and the Company shall not, unless requiredby law, be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent,future or partial interest in any Share or (except only as otherwise provided by these Articles or as the Companies Lawrequires) any other right in respect of any Share except an absolute right to the entirety thereof in each Shareholder registeredin the Register.

WINDING UP

157. If the Company shall be wound up the liquidator may, with the sanction of a Special Resolution of the Company and any othersanction required by the Companies Law, divide amongst the Members in species or in kind the whole or any part of the assetsof the Company (whether they shall consist of property of the same kind or not) and may for that purpose value any assets anddetermine how the division shall be carried out as between the Members or different classes of Members. The liquidator may,with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Members asthe liquidator, with the like sanction, shall think fit, but so that no Member shall be compelled to accept any asset upon whichthere is a liability.

158. If the Company shall be wound up, and the assets available for distribution amongst the Members shall be insufficient to repaythe whole of the share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by theMembers in proportion to the par value of the Shares held by them. If in a winding up the assets available for distributionamongst the Members shall be more than sufficient to repay the whole of the share capital at the commencement of thewinding up, the surplus shall be distributed amongst the Members in proportion to the par value of the Shares held by them atthe commencement of the winding up subject to a deduction from those Shares in respect of which there are monies due, of allmonies payable to the Company for unpaid calls or otherwise. This Article is without prejudice to the rights of the holders ofShares issued upon special terms and conditions.

AMENDMENT OF ARTICLES OF ASSOCIATION

159. Subject to the Companies Law, the Company may at any time and from time to time by Special Resolution alter or amend theseArticles in whole or in part.

CLOSING OF REGISTER OR FIXING RECORD DATE

160. For the purpose of determining those Shareholders that are entitled to receive notice of, attend or vote at any meeting ofShareholders or any adjournment thereof, or those Shareholders that are entitled to receive payment of any dividend, or inorder to make a determination as to who is a Shareholder for any other purpose, the Directors may provide that the Registershall be closed for transfers for a stated period which shall not exceed in any case thirty calendar days in any calendar year.

161. In lieu of or apart from closing the Register, the Directors may fix in advance a date as the record date for any suchdetermination of those Shareholders that are entitled to receive notice of, attend or vote at a meeting of the Shareholders and



for the purpose of determining those Shareholders that are entitled to receive payment of any dividend the Directors may, at orwithin ninety calendar days prior to the date of declaration of such dividend, fix a subsequent date as the record date for suchdetermination.

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162. If the Register is not so closed and no record date is fixed for the determination of those Shareholders entitled to receive noticeof, attend or vote at a meeting of Shareholders or those Shareholders that are entitled to receive payment of a dividend, the dateon which notice of the meeting is posted or the date on which the resolution of the Directors declaring such dividend isadopted, as the case may be, shall be the record date for such determination of Shareholders. When a determination of thoseShareholders that are entitled to receive notice of, attend or vote at a meeting of Shareholders has been made as provided in thisArticle, such determination shall apply to any adjournment thereof.

REGISTRATION BY WAY OF CONTINUATION

163. The Company may by Special Resolution resolve to be registered by way of continuation in a jurisdiction outside the CaymanIslands or such other jurisdiction in which it is for the time being incorporated, registered or existing. In furtherance of aresolution adopted pursuant to this Article, the Directors may cause an application to be made to the Registrar of Companies toderegister the Company in the Cayman Islands or such other jurisdiction in which it is for the time being incorporated,registered or existing and may cause all such further steps as they consider appropriate to be taken to effect the transfer by wayof continuation of the Company.

DISCLOSURE

164. The Directors, or any service providers (including the officers, the Secretary and the registered office provider of the Company)specifically authorised by the Directors, shall be entitled to disclose to any regulatory or judicial authority any informationregarding the affairs of the Company including without limitation information contained in the Register and books of theCompany.

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Exhibit 4.1


Number Class A Ordinary Shares�

Incorporated under the laws of the Cayman Islands

Share capital is US$1,000,000 divided into 50,000,000,000 shares, including49,754,000,000 Class A Ordinary Shares of US$0.00002 par value each and

246,000,000 Class B Ordinary Shares of US$0.00002 par value each

THIS IS TO CERTIFY THAT [ ] is the registered holder of [ ] Class A Shares in the above-named Company subject to theMemorandum and Articles of Association thereof.

EXECUTED on behalf of the said Company on the day of 2019 by:

DIRECTOR



Exhibit 4.4


EIGHTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT

This EIGHTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this �Agreement�) is made as of October 28, 2019,by and among the following parties:

(i) PHOENIX TREE HOLDINGS LIMITED, an exempted company duly incorporated and validly existing under the Laws of theCayman Islands (the �Company�);

(ii) the Person listed on Schedule 1A of this Agreement (the �Series A-1 Investor�);

(iii) the Persons listed on Schedule 1B of this Agreement (the �Series A-2 Investors�);

(iv) the Persons listed on Schedule 1C of this Agreement (the �Series A-3 Investors�);

(v) the Person listed on Schedule 1D of this Agreement (the �Series A-2-I Investor�);

(vi) the Persons listed on Schedule 1E of this Agreement (the �Series B-1 Investors�);

(vii) the Persons listed on Schedule 1F of this Agreement (the �Series B-2 Investors�);

(viii) the Person listed on Schedule 1G of this Agreement (the �Series C-1 Investor�);

(ix) the Persons listed on Schedule 1H of this Agreement (the �Series C-2 Investors��);

(x) the Persons listed on Schedule 1I of this Agreement (the �Series D Investors, and together with the Series A-1 Investor,Series A-2 Investors, Series A-2-I Investor, Series A-3 Investors, Series B-1 Investors, Series B-2 Investors, Series C-1Investors, Series C-2 Investors, the �Investors� collectively);

(xi) the Persons listed on Schedule 2A attached to this Agreement (each a �Founder Holdco� and collectively the �FounderHoldcos�);

(xii) the Persons listed on Schedule 2B attached to this Agreement (each a �Founder� and collectively the �Founders�, andtogether with the Founder Holdcos, the �Key Holders� and each a �Key Holder�);

(xiii) PHOENIX TREE HK HOLDINGS LIMITED, a private company limited by shares established and existing under the HongKong Law (the �HK Company�);

(xiv) the Persons listed on Schedule 2C attached to this Agreement (each a �Domestic Company� and collectively, the �DomesticCompanies�);

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(xv) the Persons listed on Schedule 2D attached to this Agreement (each a �WFOE� and collectively, the �WFOEs�);and

(xvi) the Persons listed on Schedule 2E attached to this Agreement (the �WFOE Subsidiaries� and each a �WFOE Subsidiary�;together with the WFOEs and the Domestic Companies, the �PRC Companies� and each a �PRC Company�), except forHangzhou Jianxin Aishangzu Housing Service Co., Ltd., (杭州建信爱上租住房服务有限公司).

Each of the Company, the Investors, the Key Holders, the PRC Companies and the HK Company shall be referred to individually as a�Party� and collectively as the �Parties� to this Agreement. Capitalized terms used herein shall have the meaning set forth inExhibit A attached hereto.

RECITALS

WHEREAS, the Company, the Key Holders, Series A-1 Investor, Series A-2 Investors, certain Series A-3 Investors,Series A-2-I Investor, Series B-1 Investors, Series B-2 Investors, Series C-1 Investors, Series C-2 Investors, certain Series D Investorand certain other parties entered into a Seventh Amended and Restated Shareholders Agreement on October 18, 2019 (the �PriorAgreement�);

WHEREAS, the Company, the Key Holders, the PRC Companies, the HK Company, and Juneberry Investment HoldingsLimited entered into the Securities Subscription Agreement dated as of October 25, 2019 (the �Securities Subscription Agreement�);

WHEREAS, in order to (i) induce the Company to enter into the Securities Subscription Agreement and to induce JuneberryInvestment Holdings Limited to invest funds in the Company pursuant to the Securities Subscription Agreement, and (ii) replace thePrior Agreement in its entirety, the Parties hereby agree that this Agreement shall govern certain shareholder rights and other matters asset forth in this Agreement.

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

1. DEFINITIONS.

For purposes of this Agreement, capitalized terms shall have the meanings set forth in Exhibit A attached hereto.

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2. REGISTRATION RIGHTS.

The registrations rights of the Investors with respect to the Company and the rights and obligations of the Parties with respectto registration of the Company�s Ordinary Shares are set forth in Exhibit B attached hereto. Such registration rights shall betransferable to any transferee, including without limitation any Affiliate, shareholder, member, or limited or general partner ofthe Investors.

The rights set forth in Exhibit B shall terminate upon the fifth (5th) anniversary of a Qualified IPO.

3. INFORMATION AND OBSERVER RIGHTS.

3.1 Delivery of Financial Statements.

So long as the Investors continue to hold any Preferred Shares or Conversion Shares, the Company shall, and the chieffinancial officer or financial controller of the Company shall cause the Company to deliver to the Investors:

(a) with respect to the financial year of 2019, as soon as practicable, but in any event within ninety (90) daysafter the end of such financial year of the Company, annual management and financial report, including butnot limited to (i) an audited consolidated balance sheet as of the last day of such year; (ii) an auditedconsolidated income statement for such year; and (iii) an audited consolidated statement of cash flows forsuch year; such year-end financial statements to be in reasonable detail, prepared in accordance with PRCGAAP or other accounting principles as approved by the Board (including the consent of Majority InvestorDirectors) consistently applied and in each case setting forth in comparative form figures for the previousyear and audited and certified by an accounting firm that is one of the �big four accounting firms� (四大会计师事务所);

(b) with respect to the financial years following the financial year of 2019, as soon as practicable, but in anyevent within seventy-five (75) days after the end of such financial years of the Company, annual managementand financial report, including but not limited to (i) an audited consolidated balance sheet as of the last day ofsuch year; (ii) an audited consolidated income statement for such year; and (iii) an audited consolidatedstatement of cash flows for such year; such year-end financial statements to be in reasonable detail, preparedin accordance with PRC GAAP or other accounting principles as approved by the Board (including theconsent of Majority Investor Directors) consistently applied and in each case setting forth in comparativeform figures for the previous year and audited and certified by an accounting firm that is one of the �big fouraccounting firms� (四大会计师事务所);

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(c) as soon as practicable, but in any event within twenty (20) days after the end of each quarter, quarterlymanagement and financial report, including but not limited to (i) an unaudited consolidated balance sheet andbalance sheet of each of the Company and its Subsidiaries as of the last day of such quarter; (ii) an unauditedconsolidated income statement and income statement of each of the Company and its Subsidiaries for suchquarter; and (iii) an unaudited consolidated statement of cash flows and statement of cash flow of each of theCompany and its Subsidiaries for such quarter;

(d) as soon as practicable, but in any event within fifteen (15) days after the end of each month, monthlymanagement and financial report, including but not limited to (i) an unaudited consolidated balance sheet andbalance sheet of each of the Company and its Subsidiaries as of the last day of such month; (ii) an unauditedconsolidated income statement and income statement of each of the Company and its Subsidiaries for suchmonth; and (iii) an unaudited consolidated statement of cash flows and statement of cash flow of each of theCompany and its Subsidiaries for such month;

(e) no later than thirty (30) days prior to the end of each financial year, a detailed proposed Annual Plan for thenext financial year to be submitted to the Board for approval (including the approval of Majority InvestorDirectors), including, revenues, expenses, cash position, balance sheets and sources and applications of fundsstatements (including any anticipated or planned capital expenditure or borrowings and reserved petty cash)and, as soon as prepared, any other budgets or revised budgets prepared by the Company;

(f) with respect to the financial statements referred to in Sections 3.1(a), (b), (c) and (d), if requested by theInvestors, an instrument executed by the chief executive officer of the Company and certifying that suchfinancials were prepared in accordance with PRC GAAP or other accounting principles as approved by theBoard (including the consent of Majority Investor Directors), consistently applied with prior practice forearlier periods (with the exception, for unaudited statements, such statements may be subject to normal year-end audit adjustments and exclude all footnotes required by applicable accounting standard). Themanagement of the Company shall also provide an analysis of results, highlighting notable events and athorough explanation of any material differences between actual figures, on the one hand and figures for theprior year and figures presented in the Annual Plan on the other hand, if requested by the Investors;

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(g) such other information (A) provided to any other Shareholder, or (B) as the Investors or any assignee of theInvestors may from time to time reasonably request;

(h) if for any period the Company shall have any Subsidiary whose accounts are consolidated with those of theCompany, then in respect of such period the financial statements delivered pursuant to the foregoing sectionsshall be the consolidated and consolidating financial statements of the Company and all such consolidatedSubsidiaries; and

(i) notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing theinformation set forth in this Section 3.1 during the period starting with the date sixty (60) days prior to theCompany�s good faith estimate of the date of filing of, and ending on a date one hundred and eighty (180)days after the effective date of, the registration effecting the IPO, in the event and to the extent requiredunder the applicable Law of the jurisdiction in which the registration statement (or similar application forlisting of the Ordinary Shares) is to be filed; provided that the Company is actively employing its reasonablebest efforts to cause such registration statement to become effective.

3.2 Inspection.

So long as the Investors continue to hold any Preferred Shares or Conversion Shares, the Company and any otherGroup Company shall permit the Investors to visit and inspect the Company or any other Group Company�sproperties, to examine its books of account and records and to discuss the Company or any other Group Company�saffairs, finances and accounts with its officers, all at such reasonable times as may be reasonably requested by theInvestors.

3.3 Tax Matters.

(a) The Company will not take any action inconsistent with the treatment of the Company as a corporation forU.S. federal income tax purposes and will not elect to be treated as an entity other than a corporation for U.S.federal income tax purposes.

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(b) Upon request, the Company shall use reasonable efforts to assist each U.S. Holder in determining whetherthe Company is a passive foreign investment company (�PFIC�) as defined in Section 1297 of the InternalRevenue Code of 1986, as amended (the �Code�) for any taxable year (and, if the U.S. Holder reasonablybelieves that the Company was a PFIC for a taxable year, the status of each of the other Group Companiesfor such taxable year). For so long as a U.S. Holder holds 10% or more of the total voting power of theCompany�s shares (a �10% U.S. Holder�) the Company shall, upon request, use reasonable efforts to assisteach 10% U.S. Holder in determining whether the Company is a controlled foreign corporation (�CFC�) asdefined in Section 957 of the Code for any taxable year. Following a determination by a U.S. Holder that itbelieves that the Company was a PFIC or a determination by a 10% U.S. Holder that it believes the Companywas a CFC for a taxable year, the Company will, upon request, use reasonable efforts to provide such U.S.Holder with information requested by the U.S. Holder that is reasonably available to the Company andnecessary to permit such U.S. Holder to accurately prepare its U.S. federal income tax returns and complywith U.S. federal income tax reporting requirements resulting from such determination.

(c) The Company and the U.S. Holder shall negotiate in good faith for all the costs in connection with thisSection 3.3.

(d) Any information obtained by a U.S. Holder under this Section 3.3 shall be kept confidential except to theextent necessary in connection with the filing of U.S. federal income tax returns and compliance with U.S.federal income tax reporting requirements or proceedings or other applicable Laws or regulations withrespect thereto. The Parties hereby acknowledge and agree that with respect to the Investors, their cost basiswith respect to the income or gain derived from the sale (whether through a transfer, redemption orotherwise) of any Share it holds shall be the full subscription price it paid for such Share, and the Companyand the Key Holders shall use their reasonable best efforts to assist and coordinate with Investors and theirtax filing agent(s), as applicable, to ensure the same is acknowledged by the relevant PRC tax authorities.

3.4 Observer Rights.

(a) So long as Banyan Capital holds not less than 10,000,000 Preferred Shares or Conversion Shares, but notrepresented in the Board, the Company shall invite a representative of Banyan Capital to attend all meetings of itsBoard and all subcommittees of the Board, in a nonvoting observer capacity and, in this respect, shall give suchrepresentative copies of all notices, minutes, consents, and other materials that it provides to its directors at the sametime and in the same manner as provided to the directors; provided, however, that such representative shall agree tohold in confidence and trust and to act in a fiduciary manner with respect to all information so provided.

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(b) So long as Primavera holds not less than 10,000,000 Preferred Shares or Conversion Shares (subject to appropriateadjustments for any subsequent bonus issue, share split, consolidation, subdivision, reclassification, recapitalization orsimilar arrangement), but not represented in the Board, Primavera shall be entitled to appoint a representative ofPrimavera to attend all meetings of its Board and all subcommittees of the Board, in a nonvoting observer capacityand, in this respect, such observer shall be entitle to receive copies of all notices, minutes, consents, and othermaterials that the Company provides to its directors at the same time and in the same manner as provided to thedirectors; provided, however, that such representative shall keep any such information so provided confidential inaccordance with the terms of Section 3.6(a).

3.5 Termination of Information, Inspection and Observer Rights.

The provisions set forth in Section 3.1, Section 3.2, Section 3.3 and Section 3.4 shall terminate and be of no furtherforce or effect immediately upon the consummation of a Qualified IPO.

3.6 Confidentiality.

(a) The Investors agree that they will keep confidential and will not disclose, divulge or use for any purpose,other than to monitor their investment in the Company, any confidential information obtained from theCompany pursuant to the terms of this Agreement, unless such confidential information (i) is known orbecomes known to the public in general (other than as a result of a breach of this Section 3.6(a) by theInvestors), (ii) is or has been independently developed or conceived by the Investors or its Affiliates withoutuse of the Company�s confidential information or (iii) is or has been made known or disclosed to theInvestors or its Affiliates by a third party without, to the knowledge of the relevant Investor, a breach of anyobligation of confidentiality such third party may have to the Company; provided, however, that theInvestors may disclose confidential information (a) to their legal advisers, accountants, consultants, and otherprofessionals to the extent necessary to obtain their services in connection with monitoring their investmentin the Company, (b) to any prospective investor of any Registrable Securities from the Investors as long assuch prospective investor agrees to be bound by the provisions of this Section 3.6(a), (c) to any Affiliate,partner, member, shareholder or wholly owned Subsidiary of the Investors in the ordinary course of business,or (d) as may otherwise be required by Law (including without limitation any applicable Law, generallyapplicable accounting principles or the rules and regulations of any stock exchange), provided that theInvestors take reasonable steps to minimize the extent of any such required disclosure, and provided that theInvestors ensure that all such Persons named above to whom the Investors disclose confidential informationare bound by the same provisions of this Section 3.6(a). The Company acknowledges that the Investors are inthe business of private equity investing and therefore reviews the business plans and related proprietaryinformation of many enterprises, including enterprises which may have products or services which competedirectly or indirectly with those of the Company. Nothing in this Agreement shall preclude or in any wayrestrict the Investors from investing or participating in any particular enterprise whether or not suchenterprise has products or services which compete with those of the Company.

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(b) The Company agrees that it will keep confidential and will not disclose, divulge or use for any purpose, otherthan for the discharge of their obligations under this Agreement or for the satisfaction of the disclosurerequirement in a Qualified IPO, any confidential information obtained from the Investors pursuant to theterms of this Agreement, unless such confidential information (i) is known or becomes known to the publicin general (other than as a result of a breach of this Section 3.6(b) by the Company), (ii) is or has beenindependently developed or conceived by the Company without use of any of the Investors� confidentialinformation or (iii) is or has been made known or disclosed to the Company by a third party without a breachof any obligation of confidentiality such third party may have to any Investor; provided, however, that theCompany may disclose confidential information (a) to its legal advisers, accountants, consultants, and otherprofessionals to the extent necessary for the discharge of their obligations under this Agreement, (b) to anyAffiliate, partner, member, Shareholder or wholly-owned Subsidiary of the Company in the ordinary courseof business, or (c) as may otherwise be required by Law, provided that the Company takes reasonable steps tominimize the extent of any such required disclosure, and provided that the Company ensures that all suchpersons named above to whom the Company discloses confidential information are bound by the sameprovisions of this Section 3.6(b).

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4. RIGHT OF FIRST OFFER.

4.1 Exercise of Right of First Offer.

Subject to the terms and conditions specified in this Section 4.1 and applicable securities Laws, in the event theCompany proposes to offer or sell any New Securities after the date hereof, the Company shall make offerings of suchNew Securities to the Investors (the �ROFO Holders�) in accordance with the following provisions of thisSection 4.1. The Investors will be entitled to apportion the right of first offer hereby granted among themselves andtheir partners, members and Affiliates in such proportions as it deems appropriate:

(a) The Company shall deliver a notice, in accordance with the provisions of Section 9.4 hereof (the �OfferNotice�) to the ROFO Holders stating (i) its bona fide intention to offer such New Securities, (ii) the typeand number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposesto offer such New Securities. The ROFO Holders shall have thirty (30) days after delivering of the OfferNotice (the �Participation Period�), to agree on behalf of itself or its Affiliates by giving written notice tothe Company to purchase or obtain, at the price and on the terms specified in the Offer Notice, up to thatportion of such New Securities which equals the proportion that the number of Ordinary Shares issued andheld or issuable upon conversion of the Preferred Shares (and any other securities convertible into, orotherwise exercisable or exchangeable for, Ordinary Shares) then held, by such ROFO Holder (the�Participating ROFO Holder�) bears to the total number of Ordinary Shares issued and held, or issuableupon conversion of Preferred Shares (and any other securities convertible into, or otherwise exercisable orexchangeable for, Ordinary Shares) held by all the Shareholders then outstanding immediately prior to theissuance of the New Securities giving rise to the right of first offer under this Section 4.1.

(b) If any ROFO Holder fails to exercise or fails to fully exercise its right of first offer pursuant to Section 4.1(a),within five (5) days after the expiration of the Participation Period, the Company shall deliver to eachParticipating ROFO Holder a written notice (the �Oversubscription Notice�) setting forth the number of theNew Securities which the ROFO Holders are entitled to purchase pursuant to Section 4.1(a) but not beingpurchased by ROFO Holders. Within fifteen (15) days following the receipt of the Oversubscription Notice,each Participating ROFO Holder shall notify the Company in writing of the number of the additional NewSecurities it proposes to purchase, up to the amount obtained by multiplying (x) the number of the remainingNew Securities available for oversubscription by (y) a fraction, the numerator of which shall be the numberof Ordinary Shares issued and held or issuable upon conversion of the Preferred Shares (and any othersecurities convertible into, or otherwise exercisable or exchangeable for, Ordinary Shares) then held, by suchParticipating ROFO Holder and the denominator of which shall be the total number of Ordinary Sharesissued and held, or issuable upon conversion of Preferred Shares (and any other securities convertible into, orotherwise exercisable or exchangeable for, Ordinary Shares) held by all the Participating ROFO Holdersimmediately prior to the issuance of the New Securities.

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(c) If all or any New Securities referred to in the Offer Notices are not elected to be purchased or obtained by theROFO Holders as provided in Section 4.1(a) and (b) hereof, the Company may, during the ninety (90)-dayperiod following the expiration of the Participation Period, offer the remaining unsubscribed portion of suchNew Securities (collectively, the �Refused Securities�) to any Person or Persons at a price not less than, andupon terms no more favorable to the ROFO Holders than, those specified in the Offer Notice. If theCompany does not enter into an agreement for the sale of the Refused Securities within such period, or ifsuch agreement is not consummated within thirty (30) days of the execution thereof, the right providedhereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered tothe ROFO Holders in accordance with this Section 4.1.

4.2 Notwithstanding anything to the contrary, unless prior approval by Antfin is obtained, neither the Company nor any ofthe Group Companies shall issue, offer or sell any New Securities or any securities, as applicable, to any Ant Restricted Person.

4.3 Termination.

The provisions of this Section 4 shall terminate and be of no further force of effect upon a Qualified IPO.

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5. BOARD COMPOSITION AND VOTING MATTERS.

5.1 Board Composition.

Each Shareholder agrees to vote all of its Shares in the Company (whether now owned or hereafter acquired or whichthe Shareholder may be empowered to vote), from time to time and at all times, in whatever manner shall be necessaryto ensure that at each annual or special meeting of Shareholders at which an election of directors is held or pursuant toany written consent of the Shareholders, the following Persons shall be elected to the Board:

(a) Antfin shall be exclusively entitled to appoint one (1) Director (the �Antfin Director�) to serve on the Boardof Directors, who shall initially be JI Gang;

(b) Tiger shall be exclusively entitled to appoint one (1) Director (the �Tiger Director�) to serve on the Boardof Directors, who shall initially be WANG Pengfei;

(c) CMC shall be exclusively entitled to appoint one (1) Director (the �CMC Director�) to serve on the Boardof Directors, who shall initially be Chen Xian;

(d) Joy Capital shall be exclusively entitled to appoint one (1) Director (the �Joy Director�) to serve on theBoard of Directors, who shall initially be Erhai Liu (刘二海);

(e) Kaiwu shall be exclusively entitled to appoint one (1) Director (the �Kaiwu Director�) to serve on theBoard of Directors, who shall initially be Wenbiao Li (李文飚);

(f) Primavera shall be exclusively entitled to appoint one (1) Director (the �Primavera Director�, together withKaiwu Director, Antfin Director, CMC Director, Joy Director and the Tiger Director, the �InvestorDirectors� collectively) to serve on the Board of Directors, who shall initially be William Wang;

(g) Series A-1 Investor shall be exclusively entitled to appoint one (1) Director to serve on the Board ofDirectors, who shall initially be Boyang Shen (沈博阳); and

(h) The Key Holders shall be entitled to appoint two (2) directors to serve on the Board, who shall initially beGao Jing (高靖) and Cui Yan (崔岩). Each Director shall have one (1) vote. In the event of a tie, Gao Jing(高靖) shall cast the deciding vote.



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5.2 Size of the Board; Subsidiaries.

Each Shareholder agrees to vote all of its Shares from time to time and at all times, in whatever manner necessary toensure that the size of the Board shall be set at nine (9) directors. It is further agreed that the board of directors of anyother Group Company and, to the extent legally and commercially feasible, other Subsidiaries of the Company(including in the event that the Company shall form or acquire any new Subsidiaries) shall have the same boardcomposition with the Company as determined in accordance with Section 5.1, and the Company and the Key Holdersshall procure that such nominee(s) are appointed to the relevant board of directors of such other Group Company orSubsidiary. For the avoidance of doubt, each Investor Director shall have the right, but not the obligation, to serve as amember of any committee of the Board that may be established from time to time.

5.3 Removal of Board Members.

Each Shareholder also agrees to vote all of its Shares from time to time and at all times in whatever manner as shall benecessary to ensure that (i) no director elected pursuant to Section 5.1 of this Agreement may be removed from officeunless such removal is directed or approved by the person(s) or entity(ies) entitled under Section 5.1 to appoint thatdirector; and (ii) any vacancies created by the resignation, removal or death of a director elected pursuant toSection 5.1 shall be filled pursuant to the provisions of Section 5.1. All Shareholders agree to execute any writtenconsents required to effectuate the obligations of this Agreement, and the Company agrees at the request of anyShareholder entitled to appoint directors to call a special meeting of Shareholders for the purpose of electing directors.

5.4 Increase in Authorized Share Capital.

Each Shareholder agrees to vote all of its Shares from time to time and at all times, in whatever manner shall benecessary to authorize an increase in the authorized share capital of the Company so that there will be sufficientOrdinary Shares available for conversion of all of the then-outstanding Preferred Shares and any other convertiblesecurities of the Company at any time that an adjustment to the relevant conversion price with respect to the PreferredShares is made under the Articles.

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5.5 Specific Enforcement.

Each Shareholder acknowledges and agrees that each Party hereto will be irreparably damaged in the event any of theprovisions of this Section 5 are not performed by the Shareholder in accordance with their specific terms or areotherwise breached. Accordingly, it is agreed that each of the Company and the Shareholders shall be entitled to aninjunction to prevent breaches of this Agreement and to specific enforcement of this Agreement and its terms andprovisions in any action instituted in any court of competent jurisdiction, in addition to any other remedy to which theParties may be entitled at law or in equity. Each of the Parties to this Agreement hereby consents to personaljurisdiction in any such action brought in the courts of Hong Kong.

5.6 Term.

The provisions of this Section 5 shall be effective as of the date hereof and shall continue in effect until and shallterminate and be of no further force of effect upon the consummation of a Qualified IPO.

6. RIGHT OF FIRST REFUSAL, CO-SALE AND RESTRICTIONS ON SALE.

6.1 Restrictions on Transfer of Shares.

(a) Transfer of Shares.

Subject to Section 6.6, any proposed assignment, sale, offer to sell, pledge, mortgage, hypothecation,encumbrance, disposition of or any other like transfer or encumbering, through one or a series of transactions,of any interest in any Shares now or hereafter owned or held by a Shareholder (including any equity interestsnow or hereafter owned or held by a Person in any other Person), either directly or indirectly (in each case, a�Transfer�) shall be made in compliance with the terms of this Section 6.

For the avoidance of doubt, any change in the equity interest of a Key Holder that is an entity, includingwithout limitation as a result of (i) the issuance or redemption by such Key Holder of any portion of itsoutstanding shares or equity, or (ii) a transfer of such Key Holder�s Equity Securities by its equity holder,shall constitute a �Transfer� for purposes of this Agreement.

(b) Prohibition on Transfer of Ordinary Shares.

In addition to the restrictions set forth in Section 6.2 and Section 6.3, without the prior consent of MajorityPreferred Shareholders, the Key Holders or any other holder of any Ordinary Shares (excluding the OrdinaryShares upon the conversion of the Preferred Shares) or their successors in interest (each a �RestrictedShareholder�), shall not effect a Transfer to any other party at any time prior to an IPO, regardless of theiremployment status with the Company at that time. For the avoidance of doubt, the Investors are entitled toTransfer any of their Equity Securities of the Company in any manner except to any Competitor without theprior written consent of the Key Holders.

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(c) Notwithstanding anything to the contrary contained herein and unless required by the TransactionDocuments, so long as any Preferred Share or Conversion Share converted from a Preferred Share is issuedand outstanding, without the prior written consent of Majority Preferred Shareholders:

(i) The Founders shall not, and shall not cause or permit any other Person to, directly or indirectly, Transferthrough one or a series of transactions any equity interest held or Controlled by him in any DomesticCompanies to any Person. Any Transfer in violation of this Section 6 shall be void and the DomesticCompanies hereby agrees it will not effect such a Transfer nor will it treat any alleged transferee as theholder of such equity interest without the prior written approval of Majority Preferred Shareholders.

(ii) Each PRC Company shall not, and the Founders shall cause each PRC Company not to, issue to anyPerson any Equity Securities of such PRC Company or any options or warrants for, or any othersecurities exchangeable for or convertible into, such Equity Securities of each PRC Company.

(d) Prohibition on Transfer to Ant Restricted Person.

Notwithstanding anything to the contrary, unless prior written approval by Antfin is obtained, no Shareholdershall Transfer any Equity Securities of the Company now or hereafter owned or held by such Shareholder toany Ant Restricted Person.

(e) Any purported Transfer of any Equity Securities of any Group Company in contravention of this Agreementshall be void and ineffective for any and all purposes and shall not confer on any transferee or purportedtransferee any rights whatsoever, and no Party (including without limitation, any holder of Ordinary Sharesor Founder Holdcos) shall recognize any such Transfer, sale or issuance.

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6.2 Right of First Refusal.

(a) Proposed Transfer Notice.

Each Restricted Shareholder (including its successors and permitted assigns) (a �Transferor�) proposing tomake a Transfer (a �Proposed Transfer�) must deliver a notice (the �First Proposed Transfer Notice�) tothe Investors (together with its assignees of any Preferred Shares or Conversion Shares (if applicable), the�ROFR Eligible Holder�) and the Company firstly. Such First Proposed Transfer Notice shall contain thematerial terms and conditions of the Proposed Transfer, including without limitation a description and theshare price of the Shares (the �Transfer Shares�) that such Transferor may propose to Transfer, and theidentity of the Prospective Transferee. The First Proposed Transfer Notice shall certify that the Transferor hasreceived a definitive offer from the Prospective Transferee and in good faith believes a binding agreement forthe Proposed Transfer is obtainable on the terms set forth in the First Proposed Transfer Notice. The FirstProposed Transfer Notice shall also include a copy of any written proposal, term sheet or letter of intent orother agreement relating to the Proposed Transfer. In the event of a conflict between this Agreement and anyother agreement that may have been entered into by a Transferor with the Company that contains apreexisting right of first refusal, the terms of this Agreement shall control and the preexisting right of firstrefusal shall be deemed satisfied by compliance with this Section 6.2.

(b) Grant of Right of First Refusal to ROFR Eligible Holder. Each Transferor hereby unconditionally andirrevocably grants to the ROFR Eligible Holders a right of first refusal to purchase up to its Pro Rata ROFRShare of the Transfer Shares on the same terms and conditions as set forth in the First Proposed TransferNotice. The ROFR Eligible Holders will be entitled to apportion the right of first refusal hereby grantedamong themselves and their partners, members and Affiliates in such proportions as it deems appropriate. Toexercise its right of first refusal, the ROFR Eligible Holder must deliver an exercise notice to the Transferorand the Company indicating the number of Transfer Shares that the ROFR Eligible Holder wishes topurchase within thirty (30) days after delivery of the First Proposed Transfer Notice (the �ROFR ExercisePeriod�). The ROFR Eligible Holder�s �Pro Rata ROFR Share� of the Transfer Shares shall mean thatnumber of Transfer Shares which equals the number of Transfer Shares, multiplied by a fraction, which isequal to (i) the number of Ordinary Shares (on an as converted and fully-diluted basis) held by a ROFREligible Holder on the date of the First Proposed Transfer Notice, divided by (ii) the total number ofOrdinary Shares (on an as converted and fully-diluted basis) held by all the ROFR Eligible Holders on thedate of the First Proposed Transfer Notice.

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(c) Oversubscription. In the event that the ROFR Eligible Holders do not purchase all of the Transfer Sharesavailable pursuant to Section 6.2(b) above, the Transferor shall promptly give written notice (the �SecondProposed Transfer Notice�, together with the First Proposed Transfer Notice, the �Proposed TransferNotices�) to the Company and the ROFR Eligible Holders that have elected to purchase its entire Pro RataROFR Share of the Transfer Shares (the �Participating ROFR Eligible Holders�), which shall set forth thenumber of shares of Transfer Shares not purchased by the ROFR Eligible Holders (the �RemainingShares�) and the terms set forth in the First Proposed Transfer Notice. The Participating ROFR EligibleHolders shall then have a right to purchase up to all of the Remaining Shares by delivering a written notice tothe Transferor and the Company within fifteen (15) days after delivery of the Second Proposed TransferNotice (the �Option Period�) of its election to purchase any or all of the Remaining Shares on the sameterms and conditions as set forth in the Second Proposed Transfer Notice. If the Participating ROFR EligibleHolders desire to purchase in aggregate more than the number of Remaining Shares, then such ParticipatingROFR Eligible Holders will be cut back by the Company with respect to its oversubscription to such numberof Remaining Shares, equal to the product obtained by multiplying (i) the Remaining Shares by (ii) afraction, the numerator of which shall be the number of Ordinary Shares (on an as converted and fully-diluted basis) held by such Participating ROFR Eligible Holder on the date of the First Proposed TransferNotice and the denominator of which shall be the total number of Ordinary Shares (on an as converted andfully-diluted basis) held by all the Participating ROFR Eligible Holders on the date of the First ProposedTransfer Notice.

(d) Consideration; Closing. If the consideration proposed to be paid for the Transfer Shares is in property,services or other non-cash consideration, the fair market value of the consideration shall be determined ingood faith by the Board (including the approval of Majority Investor Directors). If the ROFR EligibleHolders and/or the Participating ROFR Eligible Holders cannot for any reason pay for the Transfer Shares inthe same form of non-cash consideration, the ROFR Eligible Holders and/or the Participating ROFR EligibleHolders may pay the cash value equivalent thereof, as determined in good faith by the Board (including theapproval of Majority Investor Directors). The closing of the purchase of the Transfer Shares by the ROFREligible Holders shall take place, and all payments from the ROFR Eligible Holders shall have beendelivered to the Transferor, within fifteen (15) Business Days following the expiration of the ROFR ExercisePeriod. The closing of the purchase of the Transfer Shares by the Participating ROFR Eligible Holders shalltake place, and all payments from the Participating ROFR Eligible Holders shall have been delivered to theTransferor, within fifteen (15) Business Days following the expiration of the Option Period.

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6.3 Right of Co-Sale.

(a) If any Transfer Shares subject to a Proposed Transfer are not purchased pursuant to Section 6.2 above andthereafter are to be sold to a Prospective Transferee (such Transfer Shares, the �Co-Sale Eligible Shares�),the Transferor and the Company shall deliver a written notice (the �Co-Sale Notice�) to each of the ROFREligible Holders that has not exercised its rights under Section 6.2(b) (each an �Co-Sale Eligible Holder�)indicating the number of Co-Sale Eligible Shares available, and each Co-Sale Eligible Holder may elect toexercise its right (a �Right of Co-Sale�) and participate on a pro-rata basis in the Proposed Transfer on thesame terms and conditions specified in the Proposed Transfer Notice. To exercise its Right of Co-Sale, eachCo-Sale Eligible Holder must give the Transferor a written notice to that effect within fifteen (15) days (the�Co-Sale Period�) after receipt of the Co-Sale Notice, and upon giving such notice the Co-Sale EligibleHolder shall be deemed to have effectively exercised its Right of Co-Sale.

(b) Each Co-Sale Eligible Holder, by timely exercising its Right of Co-Sale by delivering the written noticeprovided for above in Section 6.3(a) may include in the Proposed Transfer all or any part of its Shares, whichshall not exceed a number equal to the product obtained by multiplying (i) the aggregate number of Co-SaleEligible Shares by (ii) a fraction, the numerator of which is the number of Ordinary Shares (on an asconverted and fully-diluted basis) held by such Co-Sale Eligible Holder on the date of the First ProposedTransfer Notice and the denominator of which is the total number of Ordinary Shares (on an as converted andfully-diluted basis) held, in the aggregate, by all the exercising Co-Sale Eligible Holders on the date of theFirst Proposed Transfer Notice, plus the number of Ordinary Shares held by the Transferor. To the extentthat the Co-Sale Eligible Holder exercises such right of participation in accordance with the terms andconditions set forth herein, the number of Co-Sale Eligible Shares that the Transferor may sell in theProposed Transfer shall be correspondingly reduced.

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(c) The sale of the Co-Sale Eligible Shares shall occur within twenty-five (25) days from the expiry of the Co-Sale Period (the �Co-sale Closing�). For avoidance of doubt, the Right of Co�Sale shall not apply withrespect to Transfer Shares sold or to be sold to the ROFR Eligible Holder and the Participating ROFREligible Holders under the Right of First Refusal in Section 6.2.

(d) The Co-Sale Eligible Holders shall effect its participation in the Proposed Transfer by delivering to theTransferor, prior to the Co-Sale Closing, one or more signed instruments of transfer, properly endorsed fortransfer to the Prospective Transferee, representing:

(i) the number of Ordinary Shares that the Co-Sale Eligible Holder elects to include in the ProposedTransfer; or

(ii) the number of Preferred Shares that are at such time convertible into the number of Ordinary Sharesthat the Co-Sale Eligible Holder elects to include in the Proposed Transfer; provided, however, thatif the Prospective Transferee objects to the delivery of convertible Preferred Shares in lieu ofOrdinary Shares, the Co-Sale Eligible Holder shall first convert the Preferred Shares into OrdinaryShares and deliver Ordinary Shares as provided above. The Company agrees to make any suchconversion concurrent with and contingent upon the actual Transfer of such Shares to theProspective Transferee.

(e) The terms and conditions of any sale pursuant to this Section 6.3 will be contained in, and governed by, awritten purchase and sale agreement with customary terms and provisions for such a transaction. Further, noCo-Sale Eligible Holder shall be required to give any representations or warranties, covenants or indemnitieswith respect to such Proposed Transfer or with respect to the Company, except for the ownership and title ofsuch Co-Sale Eligible Holder�s Equity Securities sold in such Proposed Transfer.

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(f) Each share transfer instrument a Co-Sale Eligible Holder delivers to the Transferor pursuant toSection 6.3(d) above will be transferred to the Prospective Transferee against payment therefor inconsummation of the sale of the Transfer Shares pursuant to the terms and conditions specified in theProposed Transfer Notice and the purchase and sale agreement, and the Transferor shall concurrentlytherewith remit to the Co-Sale Eligible Holder the portion of the sale proceeds to which each Co-SaleEligible Holder is entitled by reason of its participation in such sale. If any Prospective Transfereerefuse(s) to purchase Equity Securities from any Co-Sale Eligible Holder exercising its Right of Co-Salehereunder, no Transferor may sell any Transfer Shares to such Prospective Transferee unless and until,simultaneously with such sale, such Transferor purchases all such Equity Securities from such Co-SaleEligible Holder that such Co-Sale Eligible Holder would otherwise be entitled to sell to the ProspectiveTransferee pursuant to its Right of Co-Sale for the same consideration and on the same terms and conditionsas described in the Proposed Transfer Notice.

6.4 Proposed Transfer - Compliance Period

If any Proposed Transfer is not consummated within ninety-five (95) days after receipt of the First Proposed TransferNotice by the Company and the ROFR Eligible Holders, the Transferor proposing to make a Proposed Transfer maynot sell any Transfer Shares unless such Transferor has complied in full with each provision of this Section 6. Theexercise or election not to exercise any right by the ROFR Eligible Holders hereunder shall not adversely affect itsright to participate in any other sales of Transfer Shares subject to this Section 6.

6.5 Effect of Failure to Comply.

(a) Each Party hereto acknowledges and agrees that any Transfer of Equity Securities shall comply in full withthe provisions under this Section 6.

(b) Any Proposed Transfer not made in compliance with the requirements of this Agreement (including withoutlimitation this Section 6) shall be null and void ab initio, shall not be recorded on the books or register of theCompany or its transfer agent and shall not be recognized by the Company. Each Party hereto acknowledgesand agrees that any breach of this Agreement would result in substantial harm to the other Parties hereto forwhich monetary damages alone could not adequately compensate. Therefore, the Parties heretounconditionally and irrevocably agree that any non-breaching Party hereto shall be entitled to seek protectiveorders, injunctive relief and other remedies available at law or in equity (including, without limitation,seeking specific performance or the rescission of purchases, sales and other Transfers of Shares not made instrict compliance with this Agreement).

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(c) If any Restricted Shareholder becomes obligated to sell any Shares to the ROFR Eligible Holder and/orParticipating ROFR Eligible Holders under this Agreement and other agreements entered into by andbetween the Company and such Restricted Shareholder and fails to deliver such Shares in accordance withthe terms of this Agreement and such other agreements, the Company may, at its option, in addition to allother remedies it may have, send to such Restricted Shareholder the purchase price for such Shares as isherein or therein specified and cancel on its books or register the certificate of certificates representing theShares to be sold and update its register of members accordingly.

(d) If any Restricted Shareholder purports to sell any Shares in contravention of the Right of Co-Sale (a�Prohibited Transfer�), the Co-Sale Eligible Holders, in addition to such remedies as may be available bylaw, in equity or hereunder, is entitled to require such Transferor to purchase Shares from the Co-SaleEligible Holders, as provided below, and the Transferor will be bound by the terms of such option. If aTransferor makes a Prohibited Transfer, the Co-Sale Eligible Holders upon timely exercise of its Right of Co-Sale under Section 6.3 may require such Transferor to purchase from the Co-Sale Eligible Holders the typeand number of Shares that such Co-Sale Eligible Holder would have been entitled to sell to the ProspectiveTransferee under Section 6.3 had the Prohibited Transfer been effected pursuant to and in compliance withthe terms of Section 6.3. The sale will be made on the same terms and subject to the same conditions aswould have applied had the Transferor not made the Prohibited Transfer, except that the sale (including,without limitation, the delivery of the purchase price) must be made within ninety (90) days after the Co-SaleEligible Holder learns of the Prohibited Transfer, as opposed to the timeframe prescribed in Section 6.3.Such Transferor shall also reimburse such Co-Sale Eligible Holder for any and all fees and expenses,including legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of theInvestor�s rights under Section 6.3.

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6.6 Exempt Transfers.

Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 6.2 and Section 6.3 shallnot apply to any Transfer of Equity Securities of the Company by any Restricted Shareholder to any Subsidiarywhose voting Equity Securities are one hundred percent owned by such Restricted Shareholder (�PermittedTransferee�); provided that adequate documentation evidencing the foregoing is provided to the Investors to theirsatisfaction and that any such Permitted Transferee agrees in writing to be bound by this Agreement in place of therelevant Transferor; provided, further, that such Transferor shall remain liable for any breach by such PermittedTransferee of any provision hereunder. Following any Transfer to a Permitted Transferee, in the event that the relevantPermitted Transferee ceases to be wholly-owned by the Restricted Shareholder, the Equity Securities of the Companyheld by such Permitted Transferee shall, and the Restricted Shareholder shall cause such Permitted Transferee to,immediately Transfer all Equity Securities of the Company held by it back to the Restricted Shareholder, and pendingsuch Transfer, all voting rights, information rights, rights to distributions and all other rights attached to such EquitySecurities of the Company held by such Permitted Transferee shall be suspended.

6.7 Term.

The provisions of this Section 6 shall terminate and be of no further force of effect upon a Qualified IPO.

7. DRAG-ALONG

7.1 Drag-Along. Any time after thirty-six (36) months from the Closing, if the holders of more than two-thirds (2/3) ofthe then outstanding Shares of the Company (the �Drag-Along Requestors�) voting as a single class, approve aLiquidation Event in which the valuation of the Company for such proposed Liquidation Event shall result in a priceper Share being no less than two point five (2.5) times the Original Series D Issue Price (as defined in the Articles, andsubject to appropriate adjustments for any subsequent bonus issue, share split, consolidation, subdivision,reclassification, recapitalization or similar arrangement) (the �Drag-Along Transaction�) and notify the Companyand other Shareholders in writing, then each Shareholder (other than Antfin) hereby agrees:



(a) if such Drag-Along Transaction requires Shareholders� approval, with respect to all Shares that suchShareholder owns or over which such Shareholder otherwise exercises voting power, to vote (in person, byproxy or by action by written consent, as applicable) all Shares in favor of, and adopt, such Drag-AlongTransaction (together with any related amendment to the Articles required in order to implement such Drag-Along Transaction) and to vote in opposition to any and all other proposals that could reasonably be expectedto delay or impair the ability of the Company to consummate such Drag-Along Transaction;

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(b) if such Drag-Along Transaction is a sale of Shares of the Company, to sell the same proportion of Shares ofthe Company held by such Shareholder as is being sold by the Drag-Along Requestor(s) to the Person(s) towhom the Drag-Along Requestor(s) propose to sell their Shares, and on the same terms and conditions as theDrag-Along Requestor(s);

(c) to execute and deliver all related documentation and take such other action in support of the Drag-AlongTransaction as shall reasonably be requested by the Company or the Drag-Along Requestor(s) in order tocarry out the terms and provision of this Section 7, including without limitation executing and deliveringinstruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnityagreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed fortransfer (free and clear of impermissible liens, claims and encumbrances) and any similar or relateddocuments; provided, that no Investor shall be required to give any representations or warranties, covenantsor indemnities with respect to such Drag-Along Transaction or with respect to the Company, except for theownership and title of such Investor�s Shares sold in such Drag-Along Transaction.

(d) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Sharesof the Company owned by such Party or Affiliate in a voting trust or subject any Shares to any arrangementor agreement with respect to the voting of such Shares, unless specifically requested to do so by the acquirorin connection with the Drag-Along Transaction; and

(e) to refrain from exercising any dissenters� rights or rights of appraisal under applicable Law at any time withrespect to such Drag-Along Transaction.

7.2 Put Option. Without prejudice to the other provisions hereof, if a Drag-Along Transaction has been approved by theholders of more than two-thirds (2/3) of the then outstanding Shares of the Company and any holders of any OrdinaryShares of the Company (the �Dissenting Member�) refuse to vote in favor of such Drag- Along Transaction orparticipate in such Drag-Along Transaction in accordance with Section 7.1, then, such Dissenting Member shall beobligated to purchase up to all of the Shares held by the Drag-Along Requestors at a price per Share equal to theamount that the Drag-Along Requestors would have received in respect of a Share had the Company been sold forcash in the Drag-Along Transaction. Within fifteen (15) days after a Dissenting Member delivers a notice to the Drag-Along Requestors electing to acquire the relevant Shares pursuant to this Section 7.2, such Drag-Along Requestorshall deliver to the Dissenting Member the certificate or certificates representing Shares to be sold under Section 7.1by such Drag-Along Requestor properly endorsed for transfer, if certificated, and the Dissenting Member shall payimmediately the aggregate purchase price therefor and the amount of reimbursable fees and expenses to such Drag-Along Requestor, in each case, as provided for under Section 7.1, in cash or by other means acceptable to such Drag-Along Requestor.

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7.3 Notwithstanding any provision in this Agreement or the Articles to the contrary, to the extent permitted by applicableLaws, (i) any transfer or sale or transaction contemplated under this Section 7 shall not be subject to restrictions onTransfer as provided in Sections 6.1, 6.2, and 6.3 and any prior written consent or approval of any Shareholder(including without limitation the consent or approval provided under Section 8.2 hereof and Section 6 of Schedule Aof the Articles) except those specifically set forth in this Section 7, and (ii) the proceeds of transactions contemplatedunder this Section 7 shall be distributed according to Section 2 of Schedule A of the Articles. The Company shall useall reasonable efforts to cause all Shareholders to be subject to the obligations set forth in this Section 7.

7.4 Termination. The provisions of this Section 7 shall be terminate and be of no further force of effect upon a QualifiedIPO.

8. ADDITIONAL COVENANTS.

8.1. Share Incentive Plan.

The Company has reserved an aggregate of 274,226,921 Ordinary Shares for issuance to officers, directors, employeesand consultants of the Group Companies. Unless approved by the Board (including the approval of Majority InvestorDirectors), all officers, directors, employees and consultants of the Group Companies who are entitled to purchase, orreceive options to purchase, Shares of the Company under the share incentive plan (the �Option Plan�) shall berequired to execute share purchase or option agreements providing for (i) vesting of shares over not less than a four-year period with the first twenty five percent (25%) of such shares vesting following twelve (12) months of the date ofgrant, and the remaining shares vesting in equal and continuous monthly installments over the following three(3) years, and (ii) a one-hundred eighty (180)-day lockup period in connection with the Company�s IPO. TheCompany shall retain a �right of first refusal� on employee Transfers until the Company�s IPO and the right torepurchase unvested shares at cost. Unless otherwise expressly approved by the Board (including the approval ofMajority Investor Directors), there shall not be any acceleration of the vesting of shares subject to options grantedunder the Option Plan, or any Transfer of Shares of the Company acquired under the Option Plan.

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8.2. Protective Provisions.

(a) Matters Requiring the Approval of the Majority Preferred Shareholders.

In addition to any other vote or consent required elsewhere in this Agreement, the Articles or by any applicable Law,each of the Company and any other Group Companies hereby covenants and agrees with the Investors that it shall notand the Key Holders shall procure that each Group Company does not, either directly or indirectly, by amendment,waiver, merger, consolidation, scheme of arrangement, amalgamation or otherwise, take, permit to occur, approve,authorize or agree or commit to do (substituting references to �Company� with �Group Company� in the provisionsand defined terms below as the context requires) any of the following actions (whether in a single transaction or aseries of related transactions) without the prior affirmative approval or consent of the Majority Preferred Shareholders(which shall, with respect to the actions listed in Section 8.2(a)(xiv), include the prior affirmative approval or consentof the Majority Series D Shareholders):

(i) adoption, amendment or termination of, or any increase in the share reserve under, the Option Plan or anyother equity incentive, purchase or participation plan for the benefit of employees, officers, directors,contractors, advisors or consultants of the Group Companies;

(ii) any creation of new Subsidiaries, joint ventures or partnerships, establishment of any Subsidiary by anyGroup Company, or disposal of any Subsidiary stock or all or substantially all of any Subsidiary assets;

(iii) any change of size or composition of the Board or any commitment thereof;

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(iv) except to the extent as approved in the Annual Plan (as defined below) of the Group Companies or anyGroup Company, incurrence of any indebtedness or contingent indebtedness, provision of any loan,guarantee, mortgage, security or compensation to any third party or assume any financial obligation or issue,assume, guarantee or create any liability for borrowed money out of the ordinary course of business of anyGroup Company or in excess of US$5,000,000 within a month in any single transaction or a series oftransactions;

(v) except to the extent as approved in the Annual Plan of the Group Companies or any Group Company, to theextent permitted by the Law any other action or transaction, including but not limited to sell, mortgage,pledge, lease, transfer or otherwise dispose of any of the Group Company�s assets (excluding any intellectualproperty owned by any Group Company) or its Subsidiaries in excess of US$5,000,000 in a singletransaction or series of transactions, or entering into ABS arrangement in excess of US$20,000,000 in asingle transaction or series of related transactions or US$20,000,000 in aggregate within a twelve (12)-monthperiod;

(vi) any sale, transfer, license, or other disposal of, or the incurrence of any lien on, any copyright, trademark,brand, patent, technology or other intellectual property owned by the Company and/or any Subsidiary;

(vii) any amendment or change of the rights, preferences, privileges or powers of, or the restrictions provided forthe benefit of, any Preferred Shares;

(viii) any authorization, designation or issuance, whether by reclassification or otherwise, of any new class orseries of shares or any other securities convertible into Equity Securities of the Company or its Subsidiariesranking on a parity with or senior to the Preferred Shares or any increase in the authorized or designatednumber of any such new class or series;

(ix) any action that authorizes, creates, issues, increases or decreases the authorized number of, or alter,reorganize, reclassify or otherwise recapitalize, any Equity Securities or debt security except for(A) Ordinary Shares issuable upon conversion of Preferred Shares and (B) any Equity Securities issued orissuable under the Option Plan with the approval of the Board (including the approval of Majority InvestorDirectors);

(x) any purchase, repurchase, redemption or retirement of any Equity Securities, other than repurchases pursuantto share restriction agreements approved by the Board (including the approval of Majority Investor Directors)upon termination of a director, employee or consultant;

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(xi) any amendment or modification, alteration, repeal to or waiver of any provision of any of the memorandumor articles or similar organizational documents or by-laws of any Group Company or any other constitutionaldocuments;

(xii) make or result in any acquisitions, sale of control, merger, consolidation, reclassification, recapitalization,split-off, spin off, restructuring or reorganization, liquidation, winding-up, dissolution or bankruptcy of orinvolving any Group Company, including any Liquidation Event, joint venture or partnership arrangementsor incorporate any Subsidiary or pass any resolution relating to the foregoing;

(xiii) engaging in any business materially different from that described in the then business plan, or ceasing anybusiness undertaking of any Group Company;

(xiv) selecting the listing exchange or the underwriters for an IPO or approve the valuation, time, location, methodand terms and conditions for the IPO of any of the Group Companies;

(xv) the commencement of or consent to any proceeding seeking (x) to adjudicate it as bankrupt or insolvent,(y) liquidation, winding up, dissolution, reorganization, or other arrangement under Law relating tobankruptcy, insolvency or reorganization or relief of debtors, or (z) the entry of an order for relief or theappointment of a receiver, trustee, or other similar official for it or for any substantial part of its property;

(xvi) any change or transfer in the equity ownership of any Group Company (other than the Company) or anyamendment or modification to or waiver under any of the Cooperation Documents; or

(xvii) any action by a Group Company to authorize, approve or enter into any agreement or obligation with respectto any of the actions listed above.

(b) Matters Requiring the Approval of Majority Investor Directors.

In addition to any other vote or consent required elsewhere in this Agreement, the Articles or by any applicable Law,each of the Company and any other Group Companies hereby covenants and agrees that it shall not and the KeyHolders shall procure that each Group Company does not, either directly or indirectly, by amendment, waiver, merger,consolidation, scheme of arrangement, amalgamation or otherwise, take, permit to occur, approve, authorize or agreeor commit to do (substituting references to �Company� with �Group Company� in the provisions and defined termsbelow as the context requires) any of the following actions (whether in a single transaction or a series of relatedtransactions) without the prior affirmative approval or consent of a simple majority of the Board (including theMajority Investor Directors):

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(i) approval of, or any deviation or amendment of, the annual budget (including balance sheet, statement of cashflow and income statement), business plan, operation plan (including any capital expenditure budget, operatingbudget and financing plan and contingencies) and compensation plan (collectively, the �Annual Plan�), whichshall be required before such Group Company can continue operations at the beginning of each year;

(ii) except to the extent as approved in the Annual Plan, any expenditure in excess of RMB2,000,000 within amonth in any single transaction or series of transactions, or any aggregate expenditure in excess of RMB5,000,000 in any single transaction or series of transactions;

(iii) appointment, approval, termination of the chairman, chief executive officer, president, general manager, chiefoperating officer, chief financial officer, chief technology officer or any senior manager or determination of theremuneration or compensation of the foregoing;

(iv) any change to the financial year, accounting methods or policies or appoint or change the Auditors;

(v) any declaration, setting aside or payment of a dividend or other distribution; or adoption of, or any change ofthe dividend policy;

(vi) establishment of any company which engages in business activities similar to or related to the business of theGroup Companies by any equity holders of the Company (other than the Investors) and/or its Affiliates;

(vii) investment of cash or cash equivalents of the Company out of the ordinary business course of the Company;

(viii) issuing options or administrating the Company�s Option Plan or any other equity incentive plan, purchase orparticipation plan for the benefit of employees, officers, directors, contractors, advisors or consultants of theGroup Companies;

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(ix) the purchase by the Company of any securities, or any assets of any other company or Person which is outsidethe ordinary course of business of the Company;

(x) the increase in the compensation of any of the five (5) most highly compensated employees of any GroupCompany by more than 20% in a twelve (12) month period;

(xi) any transaction between or among the Group Companies and with any Related Party in excess of RMB200,000at any time in a single transaction or in excess of RMB500,000 at any time in a series of transactions;

(xii) any commencement or settlement of any lawsuit, arbitration or dispute of any Group Company in excess ofRMB10,000,000;

(xiii) purchase of any real property by any Group Company, or lease of any real property of any Group Company inexcess of RMB2,000,000 at any time in a single transaction or in excess of RMB5,000,000 at any time in aseries of transactions; or

(xiv) any action by a Group Company to authorize, approve or enter into any agreement or obligation with respect toany of the actions listed above.

(c) Matters Requiring the Approval of Majority Key Holders.

In addition to any other vote or consent required elsewhere in this Agreement, the Articles or by any applicable Law,each of the Company and any other Group Companies hereby covenants and agrees that it shall not, either directly orindirectly, by amendment, waiver, merger, consolidation, scheme of arrangement, amalgamation or otherwise, take,permit to occur, approve, authorize or agree or commit to do any of the following actions (whether in a singletransaction or a series of related transactions) without the prior affirmative approval or consent of Majority KeyHolders:

(i) the commencement of or consent to any proceeding seeking (x) to adjudicate it as bankrupt or insolvent,(y) liquidation, winding up, dissolution, reorganization, or other arrangement under law relating tobankruptcy, insolvency or reorganization or relief of debtors, or (z) the entry of an order for relief or theappointment of a receiver, trustee, or other similar official for it or for any substantial part of its property; or

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(ii) appointment, approval, termination of chief operating officer, chief financial officer, chief technology officeror any senior manager or determination of the remuneration or compensation of the foregoing.

(d) Matters Requiring the Approval of Antfin.

In addition to any other vote or consent required elsewhere in this Agreement, the Articles or by any applicable Law,each of the Company and any other Group Companies hereby covenants and agrees that it shall not, either directly orindirectly, by amendment, waiver, merger, consolidation, scheme of arrangement, amalgamation or otherwise, take,permit to occur, approve, authorize or agree or commit to do any of the following actions (whether in a singletransaction or a series of related transactions) without the prior affirmative approval or consent of Antfin:

(i) any transaction between or among any Group Company and any Ant Restricted Person involving the grant oramendment of any exclusivity of cooperation by such Group Company to any Ant Restricted Person; or

(ii) entering into any joint venture, partnership, strategic alliance, strategic cooperation or similar arrangementswith any Ant Restricted Person;

(iii) entering into any agreement or understanding to effect any of the foregoing.

8.3. Meetings of the Board.

Unless otherwise determined by the vote of a majority of the directors then in office, the Board shall meet at leastquarterly in accordance with an agreed upon schedule.

8.4. Successor Indemnification.

In the event that the Company or any of its successors or assigns (i) consolidates with or merges into any other entityand shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers orconveys all or substantially all of its properties and assets to any Person or entity, then, and in each such case, to theextent necessary, proper provision shall be made so that the successors and assigns of the Company assume theobligations of the Company with respect to indemnification of members of the Board as in effect immediately prior tosuch transaction, whether in the Company�s Articles or elsewhere, as the case may be.

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8.5. Control of Subsidiaries and Amendment to Cooperation Documents.

(a) All material aspects of the formation, maintenance and compliance of any direct or indirect Subsidiary orentity Controlled by the Company, whether now in existence or formed in the future, shall be subject to thereview and approval by the Board (including the consent of Majority Investor Directors) and the Companyshall promptly provide each holder of Preferred Shares with copies of all material related documents andcorrespondence.

(b) The Company shall, and the Key Holders shall procure the Company to, at any time institute and shall keepin place arrangements reasonably satisfactory to the Board (including Majority Investor Directors) such thatthe Company will be permitted to properly consolidate the financial results for any direct or indirectSubsidiary of the Company (including without limitation the PRC Companies) in consolidated financialstatements for the Company prepared under U.S. GAAP.

(c) The Company shall, and the Key Holders shall procure the Company to, take all necessary actions tomaintain any direct or indirect Subsidiary or entity Controlled by it, whether now in existence or formed inthe future, as is necessary to conduct the business as conducted or as proposed to be conducted.

(d) The Company shall, and the Key Holders shall procure the Company to, use its best efforts to cause anydirect or indirect Subsidiary, whether now in existence or formed or acquired in the future, to comply in allmaterial respects with all applicable Law.

(e) In the event that any provision under the Cooperation Documents is ruled by any relevant GovernmentalAuthority as invalid or unenforceable under the Law of the PRC, the Key Holders and the Group Companiesshall, subject to the Law of the PRC, use their best efforts to take, or cause to be taken, such action, toexecute and deliver, or cause to be executed and delivered, such documents and instruments and to do, orcause to be done, all things necessary, proper or advisable to (i) ensure that substantially all of the incomegenerated by the Domestic Companies is consolidated into the Company, and (ii) ensure the revisions of therelated Cooperation Documents for the compliance of applicable Laws and requirements of GovernmentalAuthorities and the minimum influence on the business of the Group Companies.

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8.6. Employee Agreements.

The Company shall cause all the Key Employees (including the Founders), other senior management or keyexecutives employed by it or any Group Company (or engaged by the Company or any Group Company as aconsultant/independent contractor) currently or in the future with access to confidential information and/or tradesecrets of any of the Group Companies to enter into a non-disclosure and proprietary rights assignment agreement.

8.7. Insurance.

The Company shall use its reasonable best efforts to obtain within ninety (90) days of the date hereof from financiallysound and reputable insurers (i) directors and officers liability insurance and (ii) term �key-person� insurance, each inan amount satisfactory to the Board (including the approval of Majority Investor Directors), and will use reasonablebest efforts to cause such insurance policies to be maintained until such time as the Board (including the approval ofMajority Investor Directors) determines that such insurance should be discontinued. The �key person� policy shallname the Company as loss payee and neither policy shall be cancelable by the Company without prior approval of theBoard, including the approval of Majority Investor Directors.

8.8. Disclosure of Investment Terms.



The Founders and the Group Companies shall immediately disclose to the Investors any of the agreements, contracts,term sheets, memorandums of understanding, arrangements, indentures, notes, bonds, loans, instruments, and otherlegally binding arrangements whether oral or written if any Group Company or its shareholders, directors, employeesor Affiliates propose to initiate or take any action to solicit or support any inquiry, proposal or offer from, furnish anyinformation to or participate in any negotiations or discussions with any third party or enter into any agreement orarrangement regarding any equity or debt, financing, sale, transfer or otherwise disposal of the Equity Securities of theCompany from the date hereof.

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8.9. Non-Competition with the Group Company.

Unless otherwise the Majority Preferred Shareholders consent in writing, during the time when a Founder is a director,officer, employee, consultant or a direct or indirect holder of Equity Securities of any Group Company and for two(2) years after the later of: (i) such Founder is no longer a director, officer, employee, consultant of any GroupCompany; or (ii) such Founder is no longer a direct or indirect holder of Equity Securities of any Group Company,such Founder shall not, and shall cause his Affiliate not to, directly or indirectly, (i) own, manage, engage in, operate,control, work for, consult with, render services for, do business with, maintain any interest in (proprietary, financial orotherwise) or participate in the ownership (other than as a holder of less than one percent (1%) of the outstandingcapital stock of a publicly traded company), management, operation or control of, any business, whether in corporate,proprietorship or partnership form or otherwise, that competes with the Group Companies; (ii) solicit any Person whois or has been at any time a customer of the Group Companies for the purpose of offering to such customer goods orservices similar to or competing with those offered by any Group Company, or canvass or solicit any Person who is orhas been at any time a supplier or licensor or customer of any Group Company for the purpose of inducing any suchPerson to terminate its business relationship with such Group Company, or (iii) solicit or entice away or endeavor tosolicit or entice away any director, officer, consultant or employee of any Group Company. Except as otherwisecontemplated under the Transaction Documents, the Founders shall not disclose to others or use, whether directly orindirectly (except on behalf of and for the benefit of the Group Companies), any information about the businessconducted by any Group Company, or in relation to any Group Company, their respective clients, customers, suppliersand franchisees, and any proprietary information of any Group Company, in whatever media, that is not available tothe general public. The Founders expressly agree that the limitations set forth in this Section 8.9 are reasonablytailored and reasonably necessary in light of the circumstances. Furthermore, if any provision of this Section 8.9 ismore restrictive than permitted by the Law of any jurisdiction in which a Party seeks enforcement thereof, then thisSection 8.9 will be enforced to the greatest extent permitted by Law. Each of the undertakings contained in thisSection 8.9 shall be enforceable by each Group Company, and each Investor separately and independently of the rightof the other Group Companies and the other investors (if any).

8.10. Full-Time Commitment.

Each of the Founders undertakes and covenants to the Investors that, as long as he is and remains an employee of anyof the Group Companies or beneficially owns any Equity Securities of any Group Company, he shall commit all of hisefforts to furthering the business of the Group Companies and shall not, without the prior written consent of MajorityPreferred Shareholders, either on his own account or through any of his Affiliates, or in conjunction with or on behalfof any other Person, (i) possess, directly or indirectly, the power to direct or cause the direction of the managementand business operation of any entity whether (A) through the ownership of any equity interest in such entity, or (B) byoccupying half or more of the board seats of the entity; or (C) by contract or otherwise; or (ii) devote time to carry outthe business operation of any other entity or work for or be employed by any other entity.

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8.11. Compliance with SAFE Rules and Regulations.

Each of the Company Security Holders (as defined in the Securities Subscription Agreement) who is (i) a DomesticResident (as defined in the Securities Subscription Agreement) or (ii) a PRC entity or owned or controlled by a PRCentity, shall have completed all necessary filings or registrations, with the relevant local counterpart of the SAFE orother Governmental Authorities in connection with such Company Security Holder�s participation in the investmentand operations of the Group Companies and the consummation of the transactions as contemplated by this Agreement,where applicable, in compliance with the registration and any other requirements of the SAFE Rules and Regulationsand other applicable Law. Any Company Security Holder who fails to comply with this Section 8.11 shall indemnifyand hold harmless the Company and any Group Company from and against any and all loss, cost, damage, expense,liability, obligation, penalty or other fee suffered by the Company or any Group Company directly or indirectly, as aresult of, or based upon or arising from any non-compliance by such Company Security Holder with any legalrequirement of the SAFE Rules and Regulations or any other applicable Law.

8.12. Intellectual Property Protection.

The Group Companies shall, and the Key Holders shall procure the Group Companies to, take all reasonable steps toprotect their respective material Intellectual Property (as defined in the Securities Subscription Agreement), includingwithout limitation, registering their material respective trademarks, brand names, domain names and copyrights, andshall require each employee and consultant of each Group Company to enter into an employment agreement, and aconfidential information and intellectual property assignment agreement and a non-competition and non-solicitationagreement requiring such Persons to protect and keep confidential such Group Company�s confidentialinformation, Intellectual Property and trade secrets, prohibiting such Persons from competing with such GroupCompany for a reasonable time after their termination of employment with any Group Company, and requiring suchPersons to assign all ownership rights in their work product to the relevant Group Company.

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8.13. Asset Backed Security.

The Parties agree and acknowledge that subject to the approval required under Section 8.2, it is contemplated that oneor more Group Companies may, in one or a series of transactions, enter into certain asset backed securityarrangements (the �ABS�). Each of the Group Companies and Key Holders hereby covenants to (i) promptly providethe Investors with all information and documentation relating to the ABS arrangement at least five (5) Business Daysprior to execution of such documents, and (ii) not encumber or pledge the equity interest of Beijing Ziwutong orShanghai Yishui in connection with any ABS arrangement.

8.14. Termination of Covenants.

The provisions set forth in this Section 8 shall terminate and be of no further force or effect upon the consummation ofa Qualified IPO.

9. MISCELLANEOUS.

9.1 Governing Law.

This Agreement shall be governed by and construed in accordance with the Law of Hong Kong as to matters withinthe scope thereof, without regard to its principles of conflicts of laws.

9.2 Counterparts.

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all ofwhich together shall constitute one and the same instrument. This Agreement may also be executed and delivered byfacsimile or other electronic signature and in two or more counterparts, each of which shall be deemed an original, butall of which together shall constitute one and the same instrument.

9.3 Headings and Subheadings.

The headings and subheadings used in this Agreement are used for convenience only and are not to be considered inconstruing or interpreting this Agreement.

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9.4 Notices.

All notices and other communications given or made pursuant to this Agreement shall be in writing and shall bedeemed effectively given: (a) upon personal delivery to the Party to be notified, (b) when sent by confirmedelectronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on thenext Business Day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested,postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next daydelivery, with written verification of receipt. All communications shall be sent to the respective Parties at theiraddress, or to such email address, facsimile number or address as set forth on Schedule 3 hereto or as subsequentlymodified by written notice given in accordance with this Section 9.4. For the avoidance of doubt, any communicationwhich becomes effective, in accordance with this Section 9.4, in a day that is not a Business Day shall be deemed onlyto become effective on the immediately following Business Day.

9.5 Costs of Enforcement.

If any Party to this Agreement seeks to enforce its rights under this Agreement by legal proceedings, the non-prevailing Party shall pay all costs and expenses incurred by the prevailing Party, including, without limitation, allreasonable legal adviser�s fees.

9.6 Amendments and Waivers.

Any term of this Agreement may be amended only with the written consent of (i) as to the Company, only by theCompany, (ii) as to the holders of the Preferred Shares, only by Majority Preferred Shareholders, provided, however,that any holder of Preferred Shares may waive any of its own rights hereunder without obtaining the consent of anyother holders of Preferred Shares, provided further, that no amendment or waiver shall be effective or enforceable inrespect of a holder of Ordinary Shares or a holder of Preferred Shares if such amendment or waiver affects suchholder of Ordinary Shares or such holder of Preferred Shares, respectively, materially adversely or differently from theother holders of Ordinary Shares or the other holders of Preferred Shares, respectively, unless such holder consents inwriting to such amendment or waiver. The observance of any term of this Agreement may be waived (either generallyor in a particular instance and either retroactively or prospectively) only by written consent of the Party or Partiesagainst whom the waiver is to be effective. No waivers of or exceptions to any term, condition or provision of thisAgreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of anysuch term, condition or provision. Notwithstanding the foregoing sentence and subject to the provisions in theArticles, this Agreement may be amended for the sole purpose of consummating the next round financing of theCompany if such amendment is approved by the Board and the Shareholders pursuant to this Agreement and theArticles, provided that if any such amendment adversely affects Antfin�s rights and interests provided herein (namelythose set forth in Section 4.2, Section 6.1(d), Section 7.1 and Section 8.2(d)), prior written approval of Antfin isrequired. Any amendment or waiver effected in accordance with this Section 9.6 shall be binding upon the Company,all the holders of Preferred Shares, each holder of the Ordinary Shares and their respective permitted transferees.

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9.7 Severability.

The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of anyother provision. If any provision of this Agreement shall be invalid, illegal, or unenforceable under any suchapplicable Law in any jurisdiction, it shall, as to such jurisdiction, be deemed modified to conform to the minimumrequirements of such Law, or, if for any reason it is not deemed so modified, it shall be invalid, illegal, orunenforceable only to the extent of such invalidity, illegality, or limitation on enforceability without affecting theremaining provisions of this Agreement, or the validity, legality, or enforceability of such provision in any otherjurisdiction.

9.8 Aggregation of Shares.

All Shares held or acquired by Affiliates shall be aggregated together for the purpose of determining the availability ofany rights under this Agreement.

9.9 Entire Agreement.

This Agreement and the other Transaction Documents, together with all the exhibits hereto and thereto, constitute andcontain the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedesany and all prior negotiations, correspondence, agreements, understandings, duties or obligations between the Partiesrespecting the subject matter hereof, including without limitation the Prior Agreement; provided that the foregoingshall not be deemed to relieve any Person from any liability for any breach of the Prior Agreement.

9.10 Transfers, Successors and Assigns.

(a) The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respectivesuccessors and assigns of the Parties.

(b) Each transferee or assignee of the Shares subject to this Agreement shall continue to be subject to the termshereof, and, as a condition to the Company�s recognizing such transfer, each transferee or assignee shallagree in writing to be subject to each of the terms of this Agreement by executing and delivering anAssumption Agreement substantially in the form attached hereto as Exhibit C. Upon the execution anddelivery of an Assumption Agreement by any transferee, such transferee shall be deemed to be a Party heretoas if such transferee�s signature appeared on the signature pages of this Agreement. By execution of thisAgreement or of any Assumption Agreement, each of the Parties appoints the Company as its attorney in factfor the purpose of executing any Assumption Agreement that may be required to be delivered under theterms of this Agreement. The Company shall not permit the transfer of the Shares subject to this Agreementon its books or issue a new certificate representing any such Shares unless and until such transferee shallhave complied with the terms of this Section 9.10. Each certificate representing the Shares subject to thisAgreement if issued on or after the date of this Agreement shall be endorsed by the Company with the legendset forth in Section 9.11.

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(c) Nothing in this Agreement, express or implied, is intended to confer upon any party other than the Parties ortheir respective executors, administrators, heirs, successors and assigns any rights, remedies, obligations, orliabilities under or by reason of this Agreement, except as expressly provided in this Agreement. ThisAgreement and the rights and obligations therein may not be assigned by the Key Holders and the GroupCompanies without prior written consent of Majority Preferred Shareholders; provided, however, that eachInvestor may assign this Agreement or any of its rights and obligations hereunder to (i) one or morerespective Affiliates of such Investor, or (ii) any other Person in connection with any Transfer of EquitySecurities of the Company by such Investor, to the extent that such Transfer is in accordance with theprovisions of this Agreement, in each case, without the consent of the other Parties hereto.

9.11 Legend.

(a) Each certificate representing Shares of a Key Holder issued by the Company shall be endorsed with thefollowing legend:

THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BYTHIS CERTIFICATE IS SUBJECT TO, AND IN CERTAIN CASES PROHIBITED BY, THE TERMS ANDCONDITIONS OF A CERTAIN AMENDED AND RESTATED SHAREHOLDERS AGREEMENT BYAND AMONG THE SHAREHOLDER, THE COMPANY AND CERTAIN OTHER HOLDERS OFSHARES OF THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPONWRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.

(b) Each Key Holder agrees that the Company may instruct its transfer agent to impose transfer restrictions onthe Shares represented by certificates bearing the legend referred to in Section 9.11(a) above to enforce theprovisions of this Agreement, and the Company agrees to promptly do so. The legend shall be removed atthe request of the Key Holder upon termination of this Agreement.

9.12 Dispute Resolution.

(a) Any dispute, controversy or claim arising out of or relating to this Agreement, or the interpretation, breach,termination or validity hereof, shall first be subject to resolution through consultation of the parties to suchdispute, controversy or claim. Such consultation shall begin within seven (7) days after one Party hereto hasdelivered to the other Parties involved a written request for such consultation. If within thirty (30) daysfollowing the commencement of such consultation the dispute cannot be resolved, the dispute shall besubmitted to arbitration upon the request of any Party with notice to the other Parties.

(b) The arbitration shall be conducted in Hong Kong under the auspices of the Hong Kong InternationalArbitration Centre (the �HKIAC�). There shall be three (3) arbitrators. The complainant and the respondentto such dispute shall each select one (1) arbitrator within thirty (30) days after giving or receiving the demandfor arbitration. Such arbitrators shall be freely selected, and the Parties shall not be limited in their selectionto any prescribed list. The Chairman of the HKIAC shall select the third arbitrator, who shall be qualified topractice Law in Hong Kong. If either party to the arbitration does not appoint an arbitrator who hasconsented to participate within thirty (30) days after selection of the first arbitrator, the relevant appointmentshall be made by the Chairman of the HKIAC.

(c) The arbitration proceedings shall be conducted in English. The arbitration tribunal shall apply the HKIACAdministered Arbitration Rules in effect at the time of the arbitration. However, if such rules are in conflictwith the provisions of this Section 9.12, including the provisions concerning the appointment of arbitrators,the provisions of this Section 9.12 shall prevail.

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(d) The arbitrators shall decide any dispute submitted to arbitration strictly in accordance with the substantiveLaw of Hong Kong and shall not apply any other substantive Law.

(e) Each Party hereto shall cooperate with any party to the dispute in making full disclosure of and providingcomplete access to all information and documents requested by such party in connection with sucharbitration proceedings, subject only to any confidentiality obligations binding on the Party receiving therequest.

(f) The award of the arbitration tribunal shall be final and binding upon the disputing parties, and any party tothe dispute may apply to a court of competent jurisdiction for enforcement of such award.

(g) Any party to the dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court ofcompetent jurisdiction pending the constitution of the arbitral tribunal.

(h) During the course of the arbitral tribunal�s adjudication of the dispute, this Agreement shall continue to beperformed except with respect to the part in dispute and under adjudication.

9.13 Delays or Omissions.

No delay or omission to exercise any right, power or remedy accruing to any Party under this Agreement, upon anybreach or default of any other Party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting Party nor shall it be construed to be a waiver of any such breach or default, or anacquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any singlebreach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver,permit, consent or approval of any kind or character on the part of any Party of any breach or default under thisAgreement, or any waiver on the part of any Party of any provisions or conditions of this Agreement, must be inwriting and shall be effective only to the extent specifically set forth in such writing. All remedies, either under thisAgreement or by Law or otherwise afforded to any Party, shall be cumulative and not alternative.

9.14 Conflict with Articles of Association.

In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of theCompany�s Articles or other constitutional documents, the terms of this Agreement shall prevail as between theShareholders of the Company only. The Investors and the Key Holders shall, notwithstanding the conflict orinconsistency, act so as to effect the intent of this Agreement to the greatest extent possible under the circumstancesand shall promptly amend the conflicting constitutional documents to conform to this Agreement to the greatest extentpossible.

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9.15 Onshore Loan.

The Parties hereby agree that, without the prior written consent of Majority Preferred Shareholders, no party to anyloan agreement, the principal amount of which is denominated in Renminbi, entered into prior to the date hereof, withany Investor as lender and any Group Company as borrower, including the Loan Agreement dated March 7, 2017entered into among Luo Shaohu (罗少虎), Gao Jing (高靖), Beijing Ziwutong and the Company (the �OnshoreLoan�), shall repay, or request or require, any repayment, including making any claim or initiating any legalproceedings in connection with such repayment, of any amounts owing under such Onshore Loan, whether in full orin part; provided, that the foregoing shall not prohibit any repayment solely because the relevant lender under theOnshore Loan has obtained the filings and registrations from the relevant local counterpart of the SAFE or otherGovernmental Authorities (as the case may be) in accordance with the SAFE Rules and Regulations with respect to itsinvestment in the Company and intends to promptly pay in full in United States dollars the purchase price owing forits Shares in accordance with the terms of the Onshore Loan. Further, the Parties hereby agree that, in the event of anyliquidation, dissolution, or winding up of the Company or any Liquidation Event, the lender under the Onshore Loan,as creditors, shall not have priority over the Shareholders of the Company in respect of the distribution of the proceedsand/or assets of the Company, and the proceeds and/or assets of the Company shall be distributed in accordance withSection 2 of Schedule A of the Articles.

Each of the Group Companies and Key Holders hereby represents and warrants to the Investors as follows:

Luo Shaohu (罗少虎) agreed under the SERIES A-3 AND SERIES A-2-I PREFERRED SHARE PURCHASEAGREEMENT dated March 6, 2017 among the Company, Luo Shaohu (罗少虎) and the other parties thereto (the�Series A-3 SPA�) that, within three (3) months following the consummation of the sale and purchase of Series A-3Preferred Shares in accordance with the Series A-3 SPA, he shall have submitted an application for the filings andregistrations with relevant local counterpart of the SAFE or other Governmental Authorities (as the case may be) inaccordance with the SAFE Rules and Regulations with respect to his investment in the Company (the �Filings andRegistrations�) and shall have completed and obtained (or shall use his best efforts to complete or obtain as soon aspossible after the consummation of the sale and purchase of Series A-3 Preferred Shares in accordance with theSeries A-3 SPA. Luo Shaohu (罗少虎) further agreed under the Series A-3 SPA that in the event Luo Shaohu (罗少虎) failed to complete and obtain the foregoing Filings and Registrations before the first anniversary of the date of theconsummation of the sale and purchase of Series A-3 Preferred Shares in accordance with the Series A-3 SPA, heshall discuss with the Company and other parties thereto with a view to entering into certain alternative arrangementsacceptable to the Company and other parties thereto with respect to his holding of Equity Securities of the Company.

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9.16 Waiver of Rights.

Each of the Investors that is a party to any share purchase agreement or any securities subscription agreement (otherthan the Securities Subscription Agreement) (the �Prior SPAs�) entered into with the Company prior to the date ofthe Securities Subscription Agreement hereby waives its rights to any claim against each Key Holder and each GroupCompany, and releases each Key Holder and each Group Company from any liability, in each case, for any breachprior to the date hereof by such Key Holder or Group Company of any post-closing obligations made in the PriorSPAs; provided, that the waiver set out in this Section 9.16 shall be without prejudice to the Investors� rights underSection 5 of Schedule A of the Articles.

9.17 Further Assurances.

Upon the terms and subject to the conditions herein, each of the Parties agrees to use its commercially reasonableefforts to take or cause to be taken all actions, to do or cause to be done, to execute such further instruments, and toassist and cooperate with the other Parties hereto in doing, all things necessary, proper or advisable under applicableLaws or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactionscontemplated by this Agreement. Each of the Key Holders who is a natural person shall procure the corporate KeyHolder controlled by him to fully comply with and perform all of the obligations, covenants, undertakings andcommitments of such corporate Key Holder under this Agreement.

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9.18 Specific Performance.

The Parties hereto acknowledge and agree irreparable harm may occur for which money damages would not be anadequate remedy in the event that any of the provisions of this Agreement were not performed in accordance withtheir specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to injunctionto prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement.

9.19 No Presumption.

The Parties acknowledge that any applicable Law that would require interpretation of any claimed ambiguities in thisAgreement against the Party that drafted it has no application and is expressly waived. If any claim is made by a Partyrelating to any conflict, omission or ambiguity in the provisions of this Agreement, no presumption or burden of proofor persuasion will be implied because this Agreement was prepared by or at the request of any Party or its counsel.

9.20 Adjustments for Share Splits, Etc.

Wherever in this Agreement there is a reference to a specific number of Shares of the Company, then, upon theoccurrence of any subdivision, combination or share dividend of the relevant class or series of the Shares, the specificnumber of Shares so referenced in this Agreement shall automatically be proportionally adjusted, as appropriate, toreflect the effect on the outstanding Shares of such class or series of Shares by such subdivision, combination or sharedividend.

9.21 No Use of Name.

Without the prior written consent of any Investor, and whether or not it or any Affiliate thereof is then a Shareholderof the Company, no Party (other than such Investor and its Affiliates) shall, or shall permit any Affiliate thereof to,use, publish or reproduce the name or logo of such Investor or any similar name, trademark or logo in any manner,context or format (including references on or links to websites, in press releases, or in other public announcements).

41



Furthermore, without the prior written consent of Antfin, each of the Group Companies, each of the Key Holders, andeach other Investors shall not, and each foregoing Person shall cause any of its Affiliates to not, (i) use in advertising,publicity, announcements, or otherwise, the name of Antfin or any of its Affiliates, either alone or in combination of,including but without limitation, � 阿里巴巴� (Chinese equivalent for �Alibaba�), �淘宝� (Chinese equivalent for�Taobao�), �阿里� (Chinese equivalent for �Ali�), �全球速卖通� (Chinese brand for �AliExpress�), �淘� (Chineseequivalent for �Tao�), �天猫� (Chinese equivalent for �Tmall�), �一淘� (Chinese equivalent for �eTao�), �聚划算�(Chinese equivalent for �Juhuasuan�), �阿里旅行� (Chinese equivalent for �Alitrip�), �阿里妈妈� (Chineseequivalent for �Alimama�), �阿里云� (Chinese equivalent for �Alibaba Cloud�), �万网� (Chinese brand for�HiChina�), �口碑� (Chinese equivalent for �Koubei�), �虾米� (Chinese equivalent for �Xiami�), �蚂蚁金服�(Chinese brand for �Ant Financial�), �蚂蚁� (Chinese equivalent for �Ant�), �支付宝� (Chinese brand for�Alipay�), �小微金服� (Chinese equivalent for �Xiao Wei Jin Fu�), �1688�, �点点虫� (Chinese equivalent for�DDCHONG�), �一达通� (Chinese brand for �OneTouch�), �友盟� (Chinese equivalent for �Umeng�), �天天动听�(Chinese equivalent for �TTPOD�), �优视� (Chinese equivalent for �UC/UCWeb�), �高德地图� (Chinese brand for�AMAP�), �钉钉� (Chinese brand for �DingTalk�), �余额宝� (Chinese equivalent for �Yu�e Bao�), �招财宝�(Chinese equivalent for �Zhaocaibao�), �芝麻信用� (Chinese equivalent for �Zhima Credit�), �网商银行� (Chinesebrand for �MYbank�), �阿里通信� (Chinese equivalent for �AliTelecom�), �Alibaba�, �Taobao�, �Ali�,�AliExpress�, �Tao�, �Tmall�, �eTao�, �Juhuasuan�, �Alitrip�, �Alimama�, �Alibaba Cloud�, �YunOS�,�HiChina�, �Koubei�, �Xiami�, �Ant Financial�, �Ant�, �Alipay�, �Xiao Wei Jin Fu�, �DDCHONG�, �OneTouch�,�Umeng�, �TTPOD�, �UCWeb�, �UC�, �AMAP�, �DingTalk�, �Yu�e Bao�, �Zhaocaibao�, �Zhima Credit�,�MYbank�, �AliTelecom�, the associated devices and logos of the above brands (including but not limited to thesmiling face device of Alibaba Group, the cow device of Alibaba.com, the ant device of Taobao, the Tao doll deviceof Taobao, the cat device of Tmall, the Juxiaomeng device of Juhuasuan, the wing device and the Ding device ofDingtalk, the ant device of Ant Financial, the lion device and the Zhixiaobao device of Alipay, the ingot device ofZhaocaibao, the sesame device of Zhima Credit together with the Gaoxiaode device and the paper aeroplane device ofAutoNavi) or any company name, trade name, trademark, service mark, domain name, device, design, symbol or anyabbreviation, contraction or simulation thereof owned or used by Antfin or any of its Affiliates, or (ii) represent,directly or indirectly, that any products or services provided by any Group Company have been approved or endorsedby Antfin or any of its Affiliates. Each Group Company hereby grants Antfin or its Affiliates license to use any GroupCompany�s company name, trade name, trademark, service mark, domain name, device, design and/or symbol in itsrespective marketing materials. If Antfin or its Affiliates have to use any Group Company�s company name, tradename, trademark, service mark, domain name, device, design and/or symbol, they must identify the rights held bysuch Group Company in relation to the company name, trade name, trademark, service mark, domain name, device,design and/or symbol.

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Furthermore, without the prior written consent of Primavera, each of the Group Companies, each of the Key Holders,and each other Investors shall not, and each foregoing Person shall cause any of its Affiliates to not, (i) use inadvertising, publicity, announcements, or otherwise, the name of Primavera or any of its Affiliates, either alone or incombination of, including but without limitation, �Primavera�, �Primavera Capital�, �春华� and �春华资本�.

Notwithstanding anything to the contrary, the rights and obligations of each Group Company, each Key Holder, andeach Shareholder under this Section 9.21 shall survive the termination of this Agreement.

9.22 Liability.

The liabilities of the Investors (including their respective successors, permitted assigns and transferees) under thisAgreement shall be several, and not joint or joint and several.

9.23 Effectiveness; Termination.

If not all Parties are executing and delivering this Agreement at the same time, this Agreement shall become effectivewith respect to, and binding on, a Party upon such Party�s execution and delivery of its counterpart signature page tothis Agreement or the Assumption Agreement. This Agreement shall terminate (i) against all Parties, upon theunanimous consent of all Parties hereto, and (ii) against any Investor, if such Investor ceases to own any EquitySecurities of the Company. If this Agreement terminates with respect to any Party, such Party shall be released fromtheir obligations under this Agreement, except in respect of any obligation stated, explicitly or otherwise, to continueto exist after the termination of this Agreement. If any Party breaches this Agreement before the termination of thisAgreement, it shall not be released from its obligations or liabilities arising from such breach notwithstanding thetermination of this Agreement.

9.24 Capitalization Table.

The Parties agree and acknowledge that, notwithstanding anything to the contrary in the capitalization tables set forthin the Securities Subscription Agreement (including Schedule 6 (Disclosure Schedule) to the Securities SubscriptionAgreement) and any other provision in the Transaction Documents, the capitalization of the Company (i) as of thedate of the Securities Subscription Agreement and immediately prior to the Closing, and (ii) immediately followingthe Closing, in each case, is as set forth in Schedule 4.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the Parties have executed this Amended and Restated Shareholders Agreement as a deed as of thedate first above written.

COMPANY: PHOENIX TREE HOLDINGS LIMITED

By: /s/ Gao JingName: Gao Jing (高靖)Title: Director

SIGNATURE PAGE TO SHAREHOLDERS� AGREEMENT



IN WITNESS WHEREOF, the parties have executed this Amended and Restated Shareholders Agreement as of the date firstwritten above.

FOUNDER HOLDCOS: YIHAN HOLDINGS LIMITED


SHENGDUO HOLDINGS LIMITED

By: /s/ Cui YanName: Cui Yan (崔岩)Title: Director

FOUNDERS:

By: /s/ Gao JingName: Gao Jing (高靖)

By: /s/ Cui YanName: Cui Yan (崔岩)





HK COMPANY: PHOENIX TREE HK HOLDINGS LIMITED


WFOES: Xiaofangjian (Shanghai) Network Information TechnologyCo., Ltd. (小房间（上海）网络信息技术有限公司小房间（上海）网络信息技术有限公司) (Seal)

By: /s/ Gao JingName: Gao Jing (高靖)Title: Legal Representative

QINGWUTONG CO., LTD. (青梧桐有限责任公司青梧桐有限责任公司) (Seal)

By: /s/ Cui YanName: Cui Yan (崔岩)Title: Legal Representative





WFOES: Baowutong (Beijing) Technology Co., Ltd. (宝梧桐宝梧桐(北京北京)科技有科技有

限公司限公司) (Seal)

By: /s/ Gao JingName: Gao Jing（高靖）Title: Legal Representative





WFOE SUBSIDIARIES: Beijing Lianjie Shenghuo Information Technology Co., Ltd. (北北京连接生活信息科技有限公司京连接生活信息科技有限公司) (Seal)

By: /s/ Liu JiaName: Liu Jia (刘佳)Title: Legal Representative

Beijing Baijiaxiu Trading Co., Ltd (北京百家修商贸有限公北京百家修商贸有限公

司）司）(Seal)

By: /s/ Cao JueName: Cao Jue (曹崛)Title: Legal Representative



WFOE SUBSIDIARIES: Beijing Mihua Youpin Information Technology Co., Ltd. (北京北京米花优品信息科技有限公司米花优品信息科技有限公司) (Seal)

By: /s/ Zhang XueName: Zhang Xue (张雪)Title: Legal Representative

Beijing Menglifang Decoration Engineering Co., Ltd. (北京梦立北京梦立

方装饰装修工程有限公司方装饰装修工程有限公司)(Seal)


Danke (Wuhan) Apartment Management Co., Ltd. (蛋壳（武蛋壳（武

汉）公寓管理有限公司汉）公寓管理有限公司)(Seal)




WFOE SUBSIDIARIES: Danke (Guangzhou) Apartment Management Co., Ltd. (蛋壳广蛋壳广

州公寓管理有限公司州公寓管理有限公司) (Seal)


Ziwutong (Tianjin) Apartment Management Co., Ltd. (紫梧桐紫梧桐

（天津）公寓管理有限公司（天津）公寓管理有限公司)(Seal)


Hangzhou Aishang Danke Technology Co., Ltd. (杭州爱上蛋壳杭州爱上蛋壳

科技有限公司科技有限公司)(Seal)






WFOE SUBSIDIARIES: Hangzhou Aishangzu Property Management Co., Ltd. (杭州爱杭州爱

上租物业管理有限公司上租物业管理有限公司) (Seal)


Aishangzu (Suzhou) Property Service Co., Ltd. (爱上租（苏爱上租（苏

州）物业服务有限公司州）物业服务有限公司)(Seal)


Aishangzu (Shanghai) Technology Co., Ltd. (爱上租（上海）科爱上租（上海）科

技有限公司技有限公司)(Seal)






WFOE SUBSIDIARIES: Hangzhou Aishangzu Catering Management Co., Ltd. (杭州爱杭州爱

上租餐饮管理有限公司上租餐饮管理有限公司) (Seal)


Aishangzu (Shanghai) Property Management Co., Ltd. (爱上租爱上租

（上海）物业管理有限公司（上海）物业管理有限公司)(Seal)






WFOE SUBSIDIARIES: Chengwutong (Shanghai) Apartment Management Co., Ltd.(橙橙梧桐梧桐(上海上海)公寓管理有限公司公寓管理有限公司) (Seal)

By: /s/ Ding JianweiName: Ding Jianwei (丁建伟)Title: Legal Representative





WFOE SUBSIDIARIES: Aishangzu Network Technology Nanjing Co., Ltd. (爱上租网络爱上租网络

科技南京理有限公司科技南京理有限公司) (Seal)

By: /s/ Ding JianweiName: Ding Jianwei (丁建伟)Title: Legal Representative





WFOE SUBSIDIARIES: Xi��an Daoyitongxiang Corporate Management Consulting Co.,Ltd (西安道义通祥企业管理咨询有限公司西安道义通祥企业管理咨询有限公司) (Seal)

By: /s/ Hu XuqingName: Hu Xuqing (胡旭青)Title: Legal Representative





WFOE SUBSIDIARIES: Nanjing Ziwutong Apartment Management Co., Ltd.(南京紫梧南京紫梧

桐公寓管理有限公司）桐公寓管理有限公司）(Seal)


Danke (Chengdu) Apartment Management Co., Ltd. (蛋壳（成蛋壳（成

都）公寓管理有限公司）都）公寓管理有限公司）(Seal)


Lanwutong (Beijing) Apartment Management Co., Ltd(蓝梧桐蓝梧桐

（北京）公寓管理有限公司）（北京）公寓管理有限公司）(Seal)






WFOE SUBSIDIARIES: Danke (Chongqing) Apartment Management Co., Ltd. (蛋壳蛋壳（重庆）公寓管理有限公司（重庆）公寓管理有限公司) (Seal)


Danke (Wuxi) Apartment Management Co., Ltd. (蛋壳（无蛋壳（无

锡）公寓管理有限公司锡）公寓管理有限公司) (Seal)


Ziwutong (Xi��an) Apartment Management Co., Ltd. (紫梧桐紫梧桐

（西安）公寓管理有限公司（西安）公寓管理有限公司) (Seal)






WFOE SUBSIDIARIES: Beijing Danke Apartment Property Management Co., Ltd. (北北京蛋壳公寓物业管理有限公司京蛋壳公寓物业管理有限公司) (Seal)

By: /s/ Lu HaijunName: Lu Haijun (路海君)Title: Legal Representative


DOMESTIC COMPANIES: Ziwutong (Beijing) Assets Management Co., Ltd. (紫梧桐（北紫梧桐（北

京）资产管理有限公司京）资产管理有限公司) (Seal)


Yishui (Shanghai) Information Technology Co., Ltd. (一水（上一水（上

海）信息科技有限公司海）信息科技有限公司) (Seal)






DOMESTIC COMPANIES: Ziwutong (Shanghai) Apartment Management Co., Ltd. (紫梧紫梧桐（上海）公寓管理有限公司桐（上海）公寓管理有限公司) (Seal)


Shenzhen Shell Apartment Management Co., Ltd. (深圳市蛋壳深圳市蛋壳

公寓管理有限公司公寓管理有限公司) (Seal)


Danke (Hangzhou) Assets Management Co., Ltd. (蛋壳（杭蛋壳（杭

州）资产管理有限公司州）资产管理有限公司) (Seal)






DOMESTIC COMPANIES: Jinwutong (Beijing) Technology Co., Ltd. (锦梧桐（北京）科技锦梧桐（北京）科技

有限公司有限公司) (Seal)

By: /s/ Wei YunliangName: Wei Yunliang(魏云亮)Title: Legal Representative

Bowutong (Beijing) Technology Co., Ltd. (铂梧桐（北京）科技铂梧桐（北京）科技

有限公司有限公司)(Seal)

By: /s/ Wei YunliangName: Wei Yunliang(魏云亮)Title: Legal Representative





INVESTORS: Antfin (Hong Kong) Holding Limited

By: /s/ Richard Lin

Name:

Title:





INVESTORS: Ducati Investment Limited

By: /s/ Rechard Ruffer

Name: Rechard Ruffer

Title: Director

Juneberry Investment Holdings Limited

By: /s/ Richard Ruffer

Name: Richard Ruffer

Title: Director





INVESTORS: INTERNET FUND IV PTE. LTD.

By: /s/ Venkatagiri Mudeliar

Name: Venkatagiri MudeliarTitle: Director





INVESTORS: CMC Downtown Holdings Limited

By: /s/ Xian Chen

Name:Title:

CMC Downtown II Holdings Limited

By: /s/ Xian Chen

Name:Title:





INVESTORS: Banyan Partners Fund III, L.P.

By: Banyan Partners III Ltd., its general partner

By: /s/ Anthony Wu

Name: Anthony Wu

Title: Authorized Signatory


By: Banyan Partners III Ltd., its general partner

By: /s/ Anthony Wu

Name: Anthony Wu






INVESTORS: Joy Capital I, L.P.

By: Joy Capital I GP, L.P.its general partner

By: Joy Capital GP, Ltd.its general partner

By: /s/ Liu Erhai

Name: Liu ErhaiTitle: Authorized Signatory

Joy Capital II, L.P.

By: Joy Capital II GP, L.P.its general partner

By: Joy Capital GP, Ltd.its general partner

By: /s/ Liu Erhai

Name: Liu ErhaiTitle: Authorized Signatory





INVESTORS: SUCCESS GOLDEN GROUP LIMITED

/s/ LIU Erhai

Name: LIU Erhai


Joy Capital Opportunity, L.P.

By: Joy Capital Opportunity GP, L.P., its general partner

By: Joy Capital GP, Ltd., its general partner

/s/ LIU Erhai

Name: LIU Erhai




INVESTORS: Vision Plus Capital Fund II, L.P.

By: /s/ Yongming Wu

Name:Title:





INVESTORS: BAI GmbH

By: /s/ Thomas Werth /s/ Michael Kronenburg

Name: ppa. Thomas Werth ppa. Dr. Michael KronenburgTitle: Authorized Signatories





INVESTORS: G&M Capital Holding Limited

By: /s/ Li Yuan

Name: Li YuanTitle: Director





INVESTORS: Cerulean Brook Limited

By: /s/ Lian zheng

Name: Lian zhengTitle: Director





INVESTORS: Ucommune Group Holdings (Hong Kong) Limited（優客工場（優客工場

控股管理控股管理(香港香港)有限公司）有限公司）

By: /s/ Daqing Mao

Name:Title:





INVESTORS: HUPO HARMONY CAPITAL MANAGEMENT LTD.

By: /s/ Leung Ming Shu

Name: Leung Ming Shu

Title: Director





INVESTORS: Napa Time Holdings Inc.(纳帕时光控股有限公司纳帕时光控股有限公司)

By: /s/ Shen Boyang

Name: Shen Boyang (沈博阳)

Title: Director





INVESTORS:

KIT Cube Limited

By: /s/ Ching Yee Tsui

Name: Ching Yee Tsui

Title: Director


SCHEDULE 1A

LIST OF THE SERIES A-1 INVESTOR

NameNapa Time Holdings Inc. (纳帕时光控股有限公司)



SCHEDULE 1B

LIST OF THE SERIES A-2 INVESTORS

Name

KIT Cube LimitedInternet Fund IV Pte. Ltd.



SCHEDULE 1C

LIST OF THE SERIES A-3 INVESTORS

Name

Joy Capital I, L.P.KIT Cube LimitedUcommune Group Holdings (Hong Kong) Limited（優客工場控股管理(香港)有限公司）Luo Shaohu (罗少虎)HUPO HARMONY CAPITAL MANAGEMENT LTD.



SCHEDULE 1D

LIST OF THE SERIES A-2-I INVESTOR

NameLuo Shaohu (罗少虎)



SCHEDULE 1E

LIST OF THE SERIES B-1 INVESTORS

Name

CMC Downtown Holdings LimitedBanyan Partners Fund III, L.P.Banyan Partners Fund III-A, L.P.Joy Capital II, L.P.Vision Plus Capital Fund II, L.P.BAI GmbHG&M Capital Holding LimitedCerulean Brook Limited



SCHEDULE 1F

LIST OF THE SERIES B-2 INVESTORS

Name

Internet Fund IV Pte. Ltd.CMC Downtown Holdings LimitedBanyan Partners Fund III, L.P.Banyan Partners Fund III-A, L.P.Joy Capital II, L.P.Vision Plus Capital Fund II, L.P.BAI GmbHG&M Capital Holding LimitedCerulean Brook Limited



SCHEDULE 1G

LIST OF THE SERIES C-1 INVESTORS

Name

SUCCESS GOLDEN GROUP LIMITED



SCHEDULE 1H

LIST OF THE SERIES C-2 INVESTORS

Name

Internet Fund IV Pte. Ltd.Antfin (Hong Kong) Holding LimitedJoy Capital Opportunity, L.P.CMC Downtown Holdings LimitedDucati Investment LimitedBanyan Partners Fund III, L.P.Banyan Partners Fund III-A, L.P.



SCHEDULE 1I

LIST OF THE SERIES D INVESTORS

Name

CMC Downtown II Holdings LimitedJuneberry Investment Holdings Limited



SCHEDULE 2A

LIST OF FOUNDERS HOLDCO(S)

Name Place of Incorporation

YIHAN HOLDINGS LIMITED British Virgin IslandsSHENGDUO HOLDINGS LIMITED British Virgin Islands

SCHEDULE 2B

LIST OF FOUNDERS

Name PRC Identification NumberGao Jing (高靖) [REDACTED]Cui Yan (崔岩) [REDACTED]



SCHEDULE 2C

DOMESTIC COMPANIES

1) Ziwutong (Beijing) Assets Management Co., Ltd. (紫梧桐（北京）资产管理有限公司) (�Beijing Ziwutong�);

2) Yishui (Shanghai) Information Technology Co., Ltd. (一水（上海）信息科技有限公司) (�Shanghai Yishui�);

3) Ziwutong (Shanghai) Apartment Management Co., Ltd. (紫梧桐（上海）公寓管理有限公司);

4) Shenzhen Shell Apartment Management Co., Ltd. (深圳市蛋壳公寓管理有限公司);

5) Danke (Hangzhou) Assets Management Co., Ltd. (蛋壳（杭州）资产管理有限公司);

6) Jinwutong (Beijing) Technology Co., Ltd. (锦梧桐（北京）科技有限公司)；and

7) Bowutong (Beijing) Technology Co., Ltd. (铂梧桐（北京）科技有限公司).



SCHEDULE 2D

WFOEs

1) Xiaofangjian (Shanghai) Network Information Technology Co., Ltd. (小房间（上海）网络信息技术有限公司)

2) Baowutong (Beijing) Technology Co., Ltd. (宝梧桐（北京）科技有限公司)

3) Qingwutong Co., Ltd. (青梧桐有限责任公司)



SCHEDULE 2E

WFOE SUBSIDIARIES

1) Lanwutong (Beijing) Apartment Management Co., Ltd(蓝梧桐（北京）公寓管理有限公司)

2) Danke (Chengdu) Apartment Management Co., Ltd. (蛋壳（成都）公寓管理有限公司)

3) Danke (Guangzhou) Apartment Management Co., Ltd.(蛋壳（广州）公寓管理有限公司）

4) Nanjing Ziwutong Apartment Management Co., Ltd.(南京紫梧桐公寓管理有限公司）

5) Danke (Wuhan) Apartment Management Co., Ltd. (蛋壳（武汉）公寓管理有限公司);

6) Ziwutong (Tianjin) Apartment Management Co., Ltd. (紫梧桐（天津）公寓管理有限公司);

7) Beijing Lianjie Shenghuo Information Technology Co., Ltd. (北京连接生活信息科技有限公司);

8) Beijing Mihua Youpin Information Technology Co., Ltd. (北京米花优品信息科技有限公司);

9) Beijing Baijiaxiu Trading Co., Ltd. (北京百家修商贸有限公司);

10) Beijing Menglifang Decoration Engineering Co., Ltd. (北京梦立方装饰装修工程有限公司)

11) Hangzhou Aishang Danke Technology Co., Ltd. (杭州爱上蛋壳科技有限公司)

12) Hangzhou Jianxin Aishangzu Housing Service Co., Ltd., (杭州建信爱上租住房服务有限公司)

13) Hangzhou Aishangzu Property Management Co., Ltd. (杭州爱上租物业管理有限公司)

14) Aishangzu (Suzhou) Property Service Co., Ltd. (爱上租（苏州）物业服务有限公司)

15) Aishangzu (Shanghai) Technology Co., Ltd. (爱上租（上海）科技有限公司)



16) Aishangzu Network Technology Nanjing Co., Ltd. (爱上租网络科技南京有限公司)

17) Hangzhou Aishangzu Catering Management Co., Ltd. (杭州爱上租餐饮管理有限公司)

18) Aishangzu (Shanghai) Property Management Co., Ltd. (爱上租（上海）物业管理有限公司)

19) Chengwutong (Shanghai) Apartment Management Co., Ltd.(橙梧桐(上海)公寓管理有限公司)

20) Xi�an Daoyitongxiang Corporate Management Consulting Co., Ltd (西安道义通祥企业管理咨询有限公司)

21) Danke (Chongqing) Apartment Management Co., Ltd. (蛋壳（重庆）公寓管理有限公司)

22) Danke (Wuxi) Apartment Management Co., Ltd. (蛋壳（无锡）公寓管理有限公司)

23) Ziwutong (Xi�an) Apartment Management Co., Ltd. (紫梧桐（西安）公寓管理有限公司)

24) Beijing Danke Apartment Property Management Co., Ltd. (北京蛋壳公寓物业管理有限公司)



SCHEDULE 3

NOTICES

Company

Address: Room702, B6, No.2 South Street , Chaoyang Men, DongCheng District, Beijing, China

Tel: [REDACTED]

Attn: Gao Jing (高靖)

Email: [REDACTED]

Key Holders

YIHAN HOLDINGS LIMITED


Tel: [REDACTED]


Email: [REDACTED]

HK Company


Tel: [REDACTED]


Email: [REDACTED]

SHENGDUO HOLDINGS LIMITED


Tel: [REDACTED]

Attn: Cui Yan (崔岩)

Email: [REDACTED]



WFOEs and WFOE Subsidiaries


Tel: [REDACTED]


Email: [REDACTED]

Domestic Companies


Tel: [REDACTED]


Email: [REDACTED]

Investors

Napa Time Holdings Inc. (纳帕时光控股有限公司纳帕时光控股有限公司)

Address: Napaxiyu 11-70, Xiaotangshan Town, ChangpingDistrict, Beijing, China

Tel: [REDACTED]

Attn: Shen Boyang

Email: [REDACTED]



KIT Cube Limited

Address: Room 1217, 12 Floor, 100 Queen�sRoad, Hong Kong

Tel: [REDACTED]

Attn: Ching Yee Tsui

Email: [REDACTED]

Joy Capital.

Address: 1501, Tower B, Greenland Centre, No.4 WangjingDongYuan, Chaoyang District, Beijing, PRC

Tel: [REDACTED]

Attn: Liu Erhai / Mingu Kim

Email: [REDACTED]

[REDACTED]



with a copy to: [REDACTED]

Ucommune Group Holdings (Hong Kong) Limited（優客工場（優客工場控股管理控股管理(香港香港)有限公司）有限公司）

Address: Block D, Yangguang Yibai, No. 2 Guanghua Road,Chaoyang District, Beijing ,China

Tel: [REDACTED]

Attn: He Zhuangkun

Email: [REDACTED]

HUPO HARMONY CAPITAL MANAGEMENT LTD

Attn: Leung Ming Shu

Address: Xiangjiang Garden, 1 Xiangjiang North Rd, ChaoyangDistrict, Beijing(北京市朝阳区香江北路 1号香江花园)

Email: [REDACTED]

Luo Shaohu (罗少虎罗少虎)

Address: [REDACTED]

Tel: Luo Shaohu

Attn: [REDACTED]

Email: [REDACTED]



CMC

Address: Suite 302, 3/F, Cheung Kong Centre, No. 2 Queen�sRoad Central, Hong Kong

Tel: [REDACTED]

Attn: Wei Choy Lee, Partner

Email: [REDACTED]

With a copy to:

Address: 13/F, South Tower, Beijing Kerry Center, No. 1 GuangHua Road, Chaoyang District, Beijing 100020

Tel: [REDACTED]

Attn: Alex Chen, Managing Director

Email: [REDACTED]

With a copy to (which shall not constitute notice):

Address: White & Case, 9th Floor, Central Tower, 28 Queen�sRoad, Central, Hong Kong

Tel: [REDACTED]

Attn: Daniel Yeh, PartnerTess Fang, Local Partner

Email: [REDACTED][REDACTED]

Banyan Capital

Address: Suite 1109, 11/F, Champion Tower, 3 Garden Road, Central, Hong Kong

Tel: [REDACTED]

Attn: Anthony Wu

Email: [REDACTED]

Vision Plus Capital Fund II, L.P.

Address: 1910, 2 Internal Finance Centre, 8 Finance Street, Hong Kong

Tel: [REDACTED]



Attn: Archer Chen

Email: [REDACTED]

Cerulean Brook Limited

Attn: Ling Zheng

Address: Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, British Virgin Islands VG1110

Email: [REDACTED]



G&M Capital Holding Limited

Address: Room 604, YingDong Building, No.19 XinJieKouWai Street, 100875

Tel: [REDACTED]

Attn: Li Yuan

Email:[REDACTED], with a copy to [REDACTED]

BAI GmbH

Address: Carl-Bertelsmann-Straße 270, 33311, Gütersloh, Germany

Tel: [REDACTED]

Attn: Dr. Bettina Wulf / Dr. Michael Kronenburg

Email: [REDACTED] / [REDACTED]

With a copy to:

Bertelsmann Management (Shanghai) Co., Ltd. Beijing Branch (贝塔斯曼管理(上海)有限公司北京分公司)

Address: Unit 1609, Level 16, West Tower, Genesis Beijing, 8 Xinyuan South Road, Chaoyang District, Beijing 100027, P. R. China (北京市朝阳区新源南路8号启皓北京西塔16层1609室)

Tel: [REDACTED]



Attention: Christine Sun / Aggie Yang / Ye Liu

Email: [REDACTED] / [REDACTED] / [REDACTED]

Internet Fund IV Pte. Ltd.

Address: 8 Temasek Boulevard, #32-02, Suntec Tower 3, Singapore 038988

Attn: Giri Mudeliar, Director

Email: [REDACTED]

With a copy to:

Attn: Steve Boyd

Email: [REDACTED]

Antfin (Hong Kong) Holding Limited

Address: Ant Z Zone , 556 Xixi Road, Hangzhou, Zhejiang, PRC

Facsimile: [REDACTED]

Attention: Strategic Investment Department

With a copy to: Legal Department / Enterprise Development Department

Primavera

Address: Primavera Capital Group, 48/F, China World Tower 3, No. 1 Jianguomenwai Avenue, Beijing, China 100004Attention: Jimmy Guo, Ena LeungEmail address: [REDACTED], [REDACTED]



With a required copy to (which shall not constitute notice):Simpson Thacher & Bartlett LLPAddress: 3901 China World Tower A, 1 Jianguomenwai Ave, Beijing, China 100004Attention: Yang WangEmail: [REDACTED]



SCHEDULE 4

CAPITALIZATION TABLE

Part I: Fully Diluted Capitalization as of the Date of the Securities Subscription Agreement and Immediately Prior to theClosing

Shareholders Number of Shares

Percentage on a fully

diluted basis Class of Shares

Founders Founder HoldcosGAO Jing

(高靖)YIHAN HOLDINGSLIMITED 246,000,000 12.68%

Ordinary Shares

CUI Yan(崔岩)

SHENGDUOHOLDINGS LIMITED 35,290,000 1.82%

Ordinary Shares

ESOP 274,226,921 14.14% Ordinary SharesSubtotal 555,516,921 28.64% ��

Napa Time Holdings Inc. (纳帕时光控股有限公司) 118,750,000 6.12%

Series A-1 Preferred Shares

111,502,621 5.75% Series A-2 Preferred SharesKIT Cube Limited

69,043,337 3.56% Series A-3 Preferred Shares16,967,466 0.87% Series A-2-I Preferred Shares

Luo Shaohu (罗少虎)14,504,462 0.75% Series A-3 Preferred Shares

Joy Capital I, L.P. 161,658,273 8.34% Series A-3 Preferred SharesUcommune Group Holdings (Hong Kong) Limited（優客工場控股管理(香港)有限公司） 2,714,795 0.14%


HUPO HARMONY CAPITAL MANAGEMENTLTD. 8,144,384 0.42%


68,933,668 3.55% Series B-1 Preferred Shares15,666,743 0.81% Series B-2 Preferred SharesCMC Downtown Holdings Limited5,728,199 0.30% Series C-2 Preferred Shares

39,062,412 2.01% Series B-1 Preferred Shares8,877,821 0.46% Series B-2 Preferred SharesBanyan Partners Fund III, L.P.4,868,969 0.25% Series C-2 Preferred Shares6,893,367 0.36% Series B-1 Preferred Shares1,566,674 0.08% Series B-2 Preferred SharesBanyan Partners Fund III-A, L.P.

859,230 0.04% Series C-2 Preferred Shares45,955,779 2.37% Series B-1 Preferred Shares

Joy Capital II, L.P.22,351,220 1.15% Series B-2 Preferred Shares

Joy Capital Opportunity, L.P. 14,780,094 0.76% Series C-2 Preferred SharesSUCCESS GOLDEN GROUP LIMITED 27,155,688 1.40% Series C-1 Preferred Shares

5,744,472 0.30% Series B-1 Preferred SharesVision Plus Capital Fund II, L.P.

1,305,562 0.07% Series B-2 Preferred Shares4,595,578 0.24% Series B-1 Preferred Shares

BAI GmbH1,044,450 0.05% Series B-2 Preferred Shares1,148,894 0.06% Series B-1 Preferred Shares

G&M Capital Holding Limited261,112 0.01% Series B-2 Preferred Shares

11,488,945 0.59% Series B-1 Preferred SharesCerulean Brook Limited

2,611,124 0.13% Series B-2 Preferred Shares



32,247,379 1.66% Series A-2 Preferred Shares87,315,980 4.50% Series B-2 Preferred SharesInternet Fund IV Pte. Ltd.

226,297,396 11.67% Series C-2 Preferred SharesAntfin (Hong Kong) Holding Limited 135,778,438 7.00% Series C-2 Preferred SharesDucati Investment Limited 36,207,583 1.87% Series C-2 Preferred SharesCMC Downtown II Holdings Limited 71,828,809 3.70% Series D Preferred SharesTotal 1,939,377,845 100% ��



Part II: Fully Diluted Capitalization Immediately After the Closing

Shareholders Number of Shares

Percentage on a fully

diluted basis Class of Shares

Founders Founder HoldcosGAO Jing

(高靖)YIHAN HOLDINGSLIMITED 246,000,000 12.28%

Ordinary Shares

CUI Yan(崔岩)

SHENGDUOHOLDINGS LIMITED 35,290,000 1.76%

Ordinary Shares

ESOP 274,226,921 13.68% Ordinary SharesSubtotal 555,516,921 27.72%Napa Time Holdings Inc. (纳帕时光控股有限公司) 118,750,000 5.93%


111,502,621 5.56% Series A-2 Preferred SharesKIT Cube Limited

69,043,337 3.45% Series A-3 Preferred Shares16,967,466 0.85% Series A-2-I Preferred Shares

Luo Shaohu (罗少虎)14,504,462 0.72% Series A-3 Preferred Shares

Joy Capital I, L.P. 161,658,273 8.07% Series A-3 Preferred SharesUcommune Group Holdings (Hong Kong) Limited（優客工場控股管理(香港)有限公司） 2,714,795 0.14%


HUPO HARMONY CAPITAL MANAGEMENTLTD. 8,144,384 0.41%


68,933,668 3.44% Series B-1 Preferred Shares15,666,743 0.78% Series B-2 Preferred SharesCMC Downtown Holdings Limited5,728,199 0.29% Series C-2 Preferred Shares

39,062,412 1.95% Series B-1 Preferred Shares8,877,821 0.44% Series B-2 Preferred SharesBanyan Partners Fund III, L.P.4,868,969 0.24% Series C-2 Preferred Shares6,893,367 0.34% Series B-1 Preferred Shares1,566,674 0.08% Series B-2 Preferred SharesBanyan Partners Fund III-A, L.P.

859,230 0.04% Series C-2 Preferred Shares45,955,779 2.29% Series B-1 Preferred Shares

Joy Capital II, L.P.22,351,220 1.12% Series B-2 Preferred Shares

Joy Capital Opportunity, L.P. 14,780,094 0.74% Series C-2 Preferred SharesSUCCESS GOLDEN GROUP LIMITED 27,155,688 1.36% Series C-1 Preferred Shares

5,744,472 0.29% Series B-1 Preferred SharesVision Plus Capital Fund II, L.P.

1,305,562 0.07% Series B-2 Preferred Shares4,595,578 0.23% Series B-1 Preferred Shares

BAI GmbH1,044,450 0.05% Series B-2 Preferred Shares1,148,894 0.06% Series B-1 Preferred Shares

G&M Capital Holding Limited261,112 0.01% Series B-2 Preferred Shares

11,488,945 0.57% Series B-1 Preferred SharesCerulean Brook Limited

2,611,124 0.13% Series B-2 Preferred Shares32,247,379 1.61% Series A-2 Preferred Shares87,315,980 4.36% Series B-2 Preferred SharesInternet Fund IV Pte. Ltd.

226,297,396 11.29% Series C-2 Preferred SharesAntfin (Hong Kong) Holding Limited 135,778,438 6.78% Series C-2 Preferred SharesDucati Investment Limited 36,207,583 1.81% Series C-2 Preferred Shares



CMC Downtown II Holdings Limited 71,828,809 3.58% Series D Preferred SharesJuneberry Investment Holdings Limited 64,645,928 3.23% Series D Preferred SharesTotal 2,004,023,773 100% ��

EXHIBIT A

DEFINITIONS

For purposes of this Agreement, capitalized terms shall have the meanings set forth in this Exhibit A.

1. The term �10% U.S. Holder� has the meaning ascribed to such term in Section 3.3(b).

2. The term �ABS� has the meaning ascribed to such term in Section 8.13.

3. The term �Affiliate� means, (a) with respect to a Person, any other Person that, directly or indirectly, Controls, is Controlledby or is under common Control with such Person; and (b) in the case of an individual, shall include, without limitation, hisspouse, child, brother, sister, parent, trustee of any trust in which such individual or any of his immediate family members is abeneficiary or a discretionary object, or any entity or company Controlled by any of the aforesaid Persons. In the case of anInvestor, shall include (i) any Person who holds Shares as a nominee for such Investor, (ii) any shareholder of such Investor,(iii) any entity or individual who has a direct or indirect interest in such Investor (including, if applicable, any general partneror limited partner) or any fund manager thereof, (iv) any Person that directly or indirectly Controls, is Controlled by, undercommon Control with, or is managed by such Investor or its fund manager, (v) the relatives of any individual referred to in(iii) above, and (vi) any trust Controlled by or held for the benefit of such individuals referred to in (iii) above. For theavoidance of doubt, no Investor shall be deemed to be an Affiliate of any Group Company. Notwithstanding the foregoing,�Affiliate� of Antfin shall mean Ant Financial Group and any Person directly or indirectly Controlled by it (other than Antfin),but excluding any mutual funds managed or advised by any of the foregoing whose investment decisions are required byapplicable regulations to be made independently.

4. The term �Agreement� has the meaning ascribed to such term in the Preamble to this Agreement.

5. The term �Annual Plan� has the meaning ascribed to such term in Section 8.2(b)(i).

6. The term �Antfin� means Antfin (Hong Kong) Holding Limited and/or its Affiliates.



7. The term �Ant Financial Group� means Ant Small and Micro Financial Services Group Co., Ltd. (浙江蚂蚁小微金融服务集团股份有限公司), a company organized under the Laws of the PRC and its Subsidiaries.

8. The term �Ant Restricted Person� means any Person listed in Exhibit E attached hereto, which list may be updated from timeto time by Antfin in good faith, provided that the number of the Persons on such list shall be no more than seven (7), and theupdate of such list shall be no more frequent than once every six (6) months, and any of the Affiliates and successors of thePersons on such list and any other entity in which any Person on such list holds 30% or more of the total issued andoutstanding Equity Securities, including the offshore holding entities that Control such Person(s). For the avoidance of doubts,in determining the number of the Persons on such list, with respect to a Person, such Person and its Affiliates and successorsand any other entity in which such Person holds 30% or more of the total issued and outstanding Equity Securities shall becounted as one (1) Person.

9. The term �Antfin Director� has the meaning ascribed to such term in Section 5.1(a).

10. The term �Articles� means the Company�s Tenth Amended and Restated Memorandum and Articles of Association, asamended from time to time.

11. The term �Auditor� means an accounting firm retained by any Group Company to audit the annual financial statements ofsuch Group Company, who shall be one of the �Big Four� international accounting firms (i.e. Pricewaterhouse Coopers,Deloitte Touche Tohmatsu, Ernst & Young, KPMG, including their local Affiliates).

12. The term �Banyan Capital� means Banyan Partners Fund III, L.P. and Banyan Partners Fund III-A, L.P. and/or theirAffiliates.

13. The term �Board� or �Board of Directors� means the Company�s Board of Directors.

14. The term �Business Day� means any day, other than a Saturday, Sunday or other day on which the commercial banks inBeijing, Hong Kong, Singapore or the British Virgin Islands are authorized or required to be closed for the conduct of regularbanking business.

15. The term �CFC� has the meaning ascribed to such term in Section 3.3(b).



16. The term �Closing� means the consummation of the sale and purchase of the Series D Preferred Shares (as defined in theSecurities Subscription Agreement) in accordance with the Securities Subscription Agreement.

17. The term �CMC� means CMC Downtown Holdings Limited, CMC Downtown II Holdings Limited and/or their Affiliates.

18. The term �CMC Director� has the meaning ascribed to such term in Section 5.1(c).

19. The term �Code� has the meaning ascribed to such term in Section 3.3(b).

20. The term �Company� means PHOENIX TREE HOLDINGS LIMITED, an exempted company duly incorporated with limitedliability and validly existing under the Law of the Cayman Islands.

21. The term �Competitor� means the entities listed in Exhibit D attached hereto, which shall be reviewed and updated in goodfaith by the Board (including the approval of the Majority Investor Directors) on an annual basis, provided that (i) there shallnot be more than eight (8) entities on such list at any time, and (ii) only entities whose business is primarily engaging inbusinesses directly competitive to the business of the Company and that are not financial institutions or financial investors maybe included in such list.

22. The term �Control� of a given Person means the power or authority, whether exercised or not, to direct the business,management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contractor otherwise, which power or authority shall conclusively be presumed to exist upon possession of beneficial ownership orpower to direct the vote of more than fifty percent (50%) of the votes entitled to be cast at a meeting of the members orshareholders of such Person or power to control the composition of a majority of the board of directors of such Person; theterms �Controlling� and �Controlled� (and their lower-case counterparts) have meanings correlative to the foregoing.

23. The term �Conversion Shares� means Ordinary Shares issued or issuable upon conversion of any Preferred Shares.

24. The term �Cooperation Documents� has the meaning ascribed to such term in the Securities Subscription Agreement.

25. The term �Co-Sale Closing� has the meaning ascribed to such term in Section 6.3(c).



26. The term �Co-Sale Eligible Holder� has the meaning ascribed to such term in Section 6.3(a).

27. The term �Co-Sale Eligible Shares� has the meaning ascribed to such term in Section 6.3(a).

28. The term �Co-Sale Notice� has the meaning ascribed to such term in Section 6.3(a).

29. The term �Co-Sale Period� has the meaning ascribed to such term in Section 6.3(a).

30. The term �Dissenting Member� has the meaning ascribed to such term in Section 7.2.

31. The term �Domestic Company� or �Domestic Companies� has the meaning ascribed to such term in the Preamble to thisAgreement.

32. The term �Drag-Along Requestors� has the meaning ascribed to such term in Section 7.1.

33. The term �Drag-Along Transaction� has the meaning ascribed to such term in Section 7.1.

34. The term �Equity Securities� means any Ordinary Shares or Ordinary Share Equivalents of the Company or any shares, sharecapital, registered capital, ownership interest, equity interest, any rights, options, or warrants to purchase or exercisable for anyof the foregoing, or any securities of any type whatsoever that are, or may become, convertible into, exchangeable for orexercisable for any of the foregoing, including, without limitation, any convertible notes, of any other Person, as the contextrequires.

35. The term �Exchange Act� means the United States Securities Exchange Act of 1934, as amended, and the rules andregulations promulgated thereunder, or any comparable Law of any other jurisdiction in which the Company�s Shares aresubject to regulation.

36. The term �Filings and Registrations� has the meaning ascribed to such term in Section 9.15.

37. The term �First Proposed Transfer Notice� has the meaning ascribed to such term in Section 6.2(a).

38. The term �Form F-3� means such form under the Securities Act as in effect on the date hereof (including Form S-3 orForm F-3, as appropriate) or any registration form under the Securities Act subsequently adopted by the SEC which permitsinclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.



39. The term �Founder� or �Founders� has the meaning ascribed to such term in the Preamble to this Agreement.

40. The term �Founder Holdco� or �Founder Holdcos� has the meaning ascribed to such term in the Preamble to thisAgreement.

41. The term �Governmental Authority� means the government of any nation, province, state, city, locality or other politicalsubdivision of any thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of orpertaining to government, regulation or compliance, and any corporation or other entity owned or controlled, through share orcapital ownership or otherwise, by any of the foregoing.

42. The term �Group Companies� means the Company, the WFOEs, the WFOE Subsidiaries, the Domestic Companies, the HKCompany, any other direct or indirect Subsidiary of any Group Company, and any other entity whose financial statements areintended to be consolidated with those of the Company and are recorded on the books of the Company for financial reportingpurposes collectively, and the �Group Company� means any one of them.

43. The term �HK Company� means PHOENIX TREE HK HOLDINGS LIMITED, a company duly incorporated with limitedliability and validly existing under the Law of Hong Kong.

44. The term �HKIAC� has the meaning ascribed to such term in Section 9.12(b).

45. The term �Holder� means, for purposes of Exhibit B, any person owning or having the rights to acquire Registrable Securitiesor any permitted assignee of record of such Registrable Securities to whom rights under Exhibit B have been duly assigned inaccordance with this Agreement.

46. The term �Hong Kong� means the Hong Kong Special Administrative Region of the PRC.

47. The term �Initiating Holders� has the meaning ascribed to such term in Section 2.2(a) of Exhibit B.

48. The term �Investor Directors� has the meaning ascribed to such term in Section 5.1(f).



49. The term �Investors� has the meaning ascribed to such term in the Preamble to this Agreement.

50. The term �IPO� means any Group Company�s first underwritten public offering of its equity interest and listing on aninternationally-recognized securities exchange.

51. The term �Joy Capital� means Joy Capital I, L.P., Joy Capital II, L.P., Joy Capital Opportunity, L.P., SUCCESS GOLDENGROUP LIMITED and/or their Affiliates.

52. The term �Joy Director� has the meaning ascribed to such term in Section 5.1(d).

53. The term �Kaiwu� means KIT Cube Limited and/or its Affiliates.

54. The term �Kaiwu Director� has the meaning ascribed to such term in Section 5.1(e).

55. The term �Key Employee� has the meaning set forth in the Securities Subscription Agreement.

56. The term �Key Holder� or �Key Holders� means the Persons named on Schedule 2A and Schedule 2B hereto and therespective transferees of such Persons� Shares pursuant to Section 6 hereof.

57. The term �Law� or �Laws� means any constitutional provision, statute or other law, rule, regulation, official policy orinterpretation of any Governmental Authority and any injunction, judgment, order, decree, ruling, assessment, writ orarbitration award issued by any Governmental Authority.

58. The term �Liquidation Event� means (i) any consolidation, reorganization, amalgamation or merger of the Company and/orits Subsidiaries or shareholders of the Subsidiaries with or into any Person, Transfer of Shares by the Shareholders of theCompany, or any other corporate reorganization or scheme of arrangement, including a sale or acquisition of Equity Securitiesof the Company and/or its Subsidiaries, in which the Shareholders of the Company or shareholders of the Subsidiariesimmediately before such transaction own less than fifty percent (50%) of the voting power of the surviving companyimmediately after such transaction (excluding any transaction effected solely for tax purposes or to change the Company�sdomicile); (ii) a sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of relatedtransactions, by the Group Companies of all or substantially all of the assets of the Group Companies; (iii) a sale, lease,transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Group Companiesof all or substantially all of the intellectual property of the Group Companies; (iv) Loss of Control; or (v) any other transactionhaving similar effects of any of the foregoing.



59. The term �Loss of Control� means any termination of, unapproved amendment to or material breach of any contracts amongthe Group Companies designed to provide the Company with control over, and the ability to consolidate the financialstatements of, direct or indirect Subsidiaries and/or controlled entities including, without limitation through the CooperationDocuments.

60. The term �Majority Investor Directors� means any four (4) out of the six (6) Investor Directors.

61. The term �Majority Key Holders� means the Key Holders that hold more than fifty percent (50%) of the outstandingOrdinary Shares then held by all of the Key Holders.

62. The term �Majority Preferred Shareholders� means the holders of at least two thirds (2/3) of the voting power of the thenoutstanding Preferred Shares (voting as one separate class on an as converted basis).

63. The term �Majority Series D Shareholders� means the holders of more than seventy-five percent (75%) of the thenoutstanding Series D Preferred Shares or Conversion Shares (as defined in the Articles) (as adjusted for any share splits, sharedividends, recapitalizations or the like).

64. The term �Management Rights Letter� means the Management Rights Letter dated as of the date of this Agreement betweenthe Company and CMC Downtown II Holdings Limited.

65. The term �New Securities� has the meaning set forth in the Articles.

66. The term �Offer Notice� has the meaning ascribed to such term in Section 4.1(a).

67. The term �on an as converted basis� shall mean assuming the conversion, exercise and exchange of all securities, directly orindirectly, convertible, exercisable or exchangeable into or for Ordinary Shares, including without limitation the PreferredShares and any outstanding convertible notes.

68. The term �Onshore Loan� has the meaning ascribed to such term in Section 9.15.

69. The term �Option Period� has the meaning ascribed to such term in Section 6.2(c).

70. The term �Option Plan� has the meaning ascribed to such term in Section 8.1.



71. The term �Ordinary Shares� means ordinary shares of the Company, par value US$ 0.00002 per share.

72. The term �Ordinary Share Equivalents� means any rights, options, or warrants to purchase or exercisable for OrdinaryShares, or securities of any type whatsoever that are, or may become, convertible into, exchangeable for or exercisable forOrdinary Shares, including, without limitation, the Preferred Shares and any outstanding convertible notes.

73. The term �Oversubscription Notice� has the meaning ascribed to such term in Section 4.1(b).

74. The term �Participating ROFO Holder� has the meaning ascribed to such term in Section 4.1(a).

75. The term �Participating ROFR Eligible Holders� has the meaning ascribed to such term in Section 6.2(c).

76. The term �Participation Period� has the meaning ascribed to such term in Section 4.1(a).

77. The term �Party� or �Parties� has the meaning ascribed to such term in the Preamble to this Agreement.

78. The term �Permitted Transferee� has the meaning ascribed to such term in Section 6.6.

79. The term �Person� means any individual, sole proprietorship, partnership, firm, joint venture, estate, trust, unincorporatedorganization, association, corporation, institution, public benefit corporation, entity or Governmental Authority or other entityof any kind or nature.

80. The term �PFIC� has the meaning ascribed to such term in Section 3.3(b).

81. The term �PRC� means the People�s Republic of China, which for purposes of this Agreement excludes Hong Kong, theMacau Special Administrative Region and Taiwan.

82. The term �PRC Company� or �PRC Companies� has the meaning ascribed to such term in the Preamble to this Agreement.

83. The term �PRC GAAP� means generally accepted accounting principles of the PRC, in effect from time to time.

84. The term �Preferred Shares� means the Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares andSeries D Preferred Shares.



85. The term �Primavera� means Ducati Investment Limited, Juneberry Investment Holdings Limited and/or their respectiveAffiliates.

86. The term �Primavera Director� has the meaning ascribed to such term in Section 5.1(f).

87. The term �Pro Rata ROFR Share� has the meaning ascribed to such term in Section 6.2(b).

88. The term �Prohibited Transfer� has the meaning ascribed to such term in Section 6.5(d).

89. The term �Prior Agreement� has the meaning ascribed to such term in Recitals.

90. The term �Prior SPAs� has the meaning ascribed to such term in Section 9.16.

91. The term �Proposed Transfer� has the meaning ascribed to such term in Section 6.2(a).

92. The term �Proposed Transfer Notices� has the meaning ascribed to such term in Section 6.2(c).

93. The term �Prospective Transferee� means any Person to whom a Restricted Shareholder proposes to make a ProposedTransfer.

94. The term �Qualified IPO� means the closing of a firm commitment underwritten initial public offering of the Ordinary Shares(or securities representing Ordinary Shares) on a Recognized Exchange which meets the following requirements: (i) theoffering price per share is no less than the greater of (a) an amount that values the Company at US$4,060,000,000 prior to theclosing of such offering and (b) the Original Series D Issue Price (as defined in the Articles, and subject to appropriateadjustments for any subsequent bonus issue, share split, consolidation, subdivision, reclassification, recapitalization or similararrangement) multiplied by the lesser of (x) 1.15N (where N is (i) the number of calendar days between the Second OriginalSeries D Issue Date (as defined in the Articles) and the date of such initial public offering, divided by (ii) 365 days), and(y) two (2); provided that the foregoing price requirement shall be waived if a lower price per share is proposed by the MajorityKey Holders and approved by the Shareholders of the Company (which shall include approvals of the Majority KeyHolders and the Majority Series D Shareholders); (ii) net offering proceeds to the Company, after deduction of underwritingdiscounts and Registration Expenses, of at least US$200,000,000, and (iii) the Equity Securities of the Company held by theInvestors shall be transferable following such offering except as restricted by certain market stand-off period required underapplicable Law.



95. The term �Recognized Exchange� means the main board of the Stock Exchange of Hong Kong Limited, NASDAQ, NewYork Stock Exchange or another internationally recognized securities exchange agreed to by the Majority PreferredShareholders.

96. The term �Refused Securities� has the meaning ascribed to such term in Section 4.1(c).

97. The term �register,� �registered,� and �registration� refer to a registration effected by preparing and filing a registrationstatement which is in a form which complies with, and is declared effective by the SEC in accordance with, the Securities Act.

98. The term �Registrable Securities� means: (1) any Ordinary Shares of the Company issued or issuable pursuant to conversionof any Preferred Shares or any outstanding convertible notes, (2) any Ordinary Shares of the Company issued (or issuable uponthe conversion or exercise of any warrant, right or other security which is issued) as a dividend or other distribution withrespect to, or in exchange for or in replacement of, any Preferred Shares, and (3) any other Ordinary Shares owned or hereafteracquired by the Investors. Notwithstanding the foregoing, �Registrable Securities� shall exclude any Registrable Securitiessold by a Person in a transaction in which rights under Exhibit B are not assigned in accordance with this Agreement and anyRegistrable Securities which are sold in a registered public offering under the Securities Act or analogous statute of anotherjurisdiction, or sold pursuant to Rule 144 promulgated under the Securities Act or analogous rule of another jurisdiction.

99. The term �Registrable Securities then Outstanding� means the number of Ordinary Shares of the Company that areRegistrable Securities and are then issued and outstanding, issuable upon conversion of Preferred Shares then issued andoutstanding or issuable upon conversion or exercise of any warrant, right or other security then outstanding, including anyoutstanding convertible notes.

100. The term �Registration Expenses� shall mean all expenses incurred by the Company in complying with Section 2, Section 3and Section 4 of Exhibit B, including, without limitation, all registration and filing fees, printing expenses, fees, anddisbursements of counsel for the Company, reasonable fees and disbursements of one (1) counsel for the Holders, �blue sky�fees and expenses and the expense of any special audits incident to or required by any such registration (but excluding thecompensation of regular employees of the Company which shall be paid in any event by the Company).

101. The term �Related Party� means any Affiliate, officer, director, supervisor, employee, or holder of any Equity Security of anyGroup Company, and any Affiliate of any of the foregoing, in each case, other than the Group Companies.

102. The term �Remaining Shares� has the meaning ascribed to such term in Section 6.2(c).

103. The term �Request Notice� has the meaning ascribed to such term in Section 2.1 of Exhibit B.

104. The term �Restricted Shareholder� has the meaning ascribed to such term in Section 6.1(b).

105. The term �Right of Co-Sale� means the right, but not an obligation, of the Investors to participate in a Proposed Transfer byany Restricted Shareholder on the terms and conditions specified in the Proposed Transfer Notice and as further ascribed tosuch term in Section 6.3(a).

106. The term �ROFO Holders� has the meaning ascribed to such term in Section 4.1.

107. The term �ROFR Eligible Holder� has the meaning ascribed to such term in Section 6.2(a).

108. The term �ROFR Exercise Period� has the meaning ascribed to such term in Section 6.2(b).

109. The term �SAFE� means the State Administration of Foreign Exchange of the PRC.

110. The term �SAFE Rules and Regulations� has the meaning ascribed to such term in Section 24.6 of Schedule 5 in theSecurities Subscription Agreement.



111. The term �SEC� means the United States Securities and Exchange Commission, or comparable regulatory authority in anyother jurisdiction having oversight over the trading of the Company�s Shares.

112. The term �Second Proposed Transfer Notice� has the meaning ascribed to such term in Section 6.2(c).

113. The term �Securities Act� means the United States Securities Act of 1933, as amended, and the rules and regulationspromulgated thereunder, (or comparable Law in a jurisdiction other than the United States).

114. The term �Securities Subscription Agreement� has the meaning ascribed to such term in Recitals.



115. The term �Selling Expenses� shall mean all underwriting discounts and selling commissions applicable to the sale ofRegistrable Securities pursuant to Section 2, Section 3 and Section 4 of Exhibit B.

116. The term �Series A-1 Investor� has the meaning ascribed to such term in the Preamble to this Agreement.

117. The term �Series A-2 Investors� has the meaning ascribed to such term in the Preamble to this Agreement.

118. The term �Series A-2-I Investor� has the meaning ascribed to such term in the Preamble to this Agreement.

119. The term �Series A-3 Investors� has the meaning ascribed to such term in the Preamble to this Agreement.

120. The term �Series A Preferred Shares� shall mean, collectively, Series A-1 Preferred Shares, Series A-2 Preferred Shares,Series A-3 Preferred Shares and Series A-2-I Preferred Shares.

121. The term �Series A-1 Preferred Shares� means the Series A-1 Preferred Shares in the share capital of the Company, par valueof US$0.00002 per share, having the rights set forth in the Articles and this Agreement.


123. The term �Series A-2-I Preferred Shares� means the Series A-2-I Preferred Shares in the share capital of the Company, parvalue of US$0.00002 per share, having the rights set forth in the Articles and this Agreement.


125. The term �Series A-3 SPA� has the meaning ascribed to such term in Section 9.15.

126. The term �Series B-1 Investors� has the meaning ascribed to such term in the Preamble to this Agreement.



127. The term �Series B-2 Investors� has the meaning ascribed to such term in the Preamble to this Agreement.

128. The term �Series B Preferred Shares� shall mean, collectively, Series B-1 Preferred Shares and Series B-2 Preferred Shares.

129. The term �Series B-1 Preferred Shares� means the Series B-1 Preferred Shares in the share capital of the Company, par valueof US$0.00002 per share, having the rights set forth in the Articles and this Agreement.

130. The term �Series B-2 Preferred Shares� means the Series B-2 Preferred Shares in the share capital of the Company, par valueof US$0.00002 per share, having the rights set forth in the Articles and this Agreement.

131. The term �Series C-1 Investors� has the meaning ascribed to such term in the Preamble to this Agreement.

132. The term �Series C-2 Investors� has the meaning ascribed to such term in the Preamble to this Agreement.

133. The term �Series C-1 Preferred Shares� means the Series C-1 Preferred Shares in the share capital of the Company, par valueof US$0.00002 per share, having the rights set forth in the Articles and this Agreement.

134. The term �Series C-2 Preferred Shares� means the Series C-2 Preferred Shares in the share capital of the Company, par valueof US$0.00002 per share, having the rights set forth in the Articles and this Agreement.

135. The term �Series C Preferred Shares� shall mean, collectively, Series C-1 Preferred Shares and Series C-2 Preferred Shares.

136. The term �Series D Investors� has the meaning ascribed to such term in the Preamble to this Agreement.

137. The term �Series D Preferred Shares� means the Series D Preferred Shares in the share capital of the Company, par value ofUS$0.00002 per share, having the rights set forth in the Articles and this Agreement.

138. The term �Shareholder� shall mean each of the Founder Holdcos and the Investors and any other holders holding the Sharesof the Company.



139. The term �Shares� means (i) Ordinary Shares (whether now outstanding or hereafter issued in any context), (ii) OrdinaryShares issued or issuable upon conversion of the Preferred Shares, (iii) Ordinary Shares issued or issuable upon exercise orconversion, as applicable, of share options, warrants or other convertible securities of the Company, in each case now owned orsubsequently acquired by any Key Holder, any Investor or other Shareholders, or their respective successors or permittedtransferees or assigns, (iv) Preferred Shares, and (v) any shares of the Company issuable upon conversion of any outstandingconvertible notes.

140. The term �Subsidiary� or �subsidiary� means, as of the relevant date of determination, with respect to any Person (the�subject entity�), (i) any Person: (1) more than a fifty percent (50%) of whose shares or other interests entitled to vote in theelection of directors or (2) more than a fifty percent (50%) interest in the profits or capital of such Person are owned orcontrolled directly or indirectly by the subject entity or through one (1) or more Subsidiaries of the subject entity, (ii) anyPerson whose assets, or portions thereof, are consolidated with the net earnings of the subject entity and are recorded on thebooks of the subject entity for financial reporting purposes in accordance with U.S. GAAP or PRC GAAP, or (iii) any Personwith respect to which the subject entity has the power to otherwise direct the business and policies of that entity directly orindirectly through another subsidiary. For the avoidance of doubt, the Subsidiaries of the Company shall include the GroupCompanies. Furthermore, the term �Subsidiary� or �subsidiary� shall also include the branches of the �subject entity�.

141. The term �Tiger� means Internet Fund IV Pte. Ltd. and/or its Affiliates.

142. The term �Tiger Director� has the meaning ascribed to such term in Section 5.1(b).

143. The term �Transaction Documents� means this Agreement, the Securities Subscription Agreement, the Articles, the ShareRestriction Agreement, the Management Rights Letter and any other agreements, instruments or documents entered into inconnection with this Agreement.

144. The term �Transfer� has the meaning ascribed to such term in Section 6.1(a).

145. The term �Transfer Shares� has the meaning ascribed to such term in Section 6.2(a).

146. The term �Transferor� has the meaning ascribed to such term in Section 6.2(a).



147. The term �United States person� includes any citizen or resident (including Green Card holder) of the United States, anycitizen or resident of another country that has been present in the United States for more than 183 days during the last threeyears (taking each day into account during the current year, 1/3 of the days in the preceding year, and 1/6 of the days during the2nd preceding year), any partnership or corporation created or organized in the United States or under the law of the UnitedStates or of any State of the United States, any trust if (i) a court within the United States is able to exercise primarysupervision over the administration of the trust, or (ii) one or more United States persons have authority to control allsubstantial decisions of the trust, and an estate other than an estate the income of which from sources outside the United Stateswhich is not subject to federal income tax of the United States.

148. The term �U.S. Holder� means any Investor that is a United States person or is an entity treated as a foreign entity for USfederal income tax purposes, one or more of the owners of which are United States persons.

149. The term �U.S. GAAP� means the generally accepted accounting principles in the United States of America in effect fromtime to time.

150. The term �US$� or �$� means the United States dollar, the lawful currency of the United States of America.

151. The term �Violation� has the meaning ascribed to such term in Section 8.1 of Exhibit B.

152. The term �WFOE� or �WFOEs� has the meaning ascribed to such term in the Preamble to this Agreement.

153. The term �WFOE Subsidiary� or �WFOE Subsidiaries� has the meaning ascribed to such term in the Preamble to thisAgreement.



EXHIBIT B

REGISTRATION RIGHTS

1. Applicability of Rights; Non-U.S. Registrations.

1.1 The Holders shall be entitled to the following rights with respect to any potential public offering of the Company�s OrdinaryShares in the United States and shall be entitled to reasonably analogous or equivalent rights with respect to any other offeringof Company securities in any other jurisdiction pursuant to which the Company undertakes to publicly offer or list suchsecurities for trading on a recognized securities exchange.

1.2 For purposes of this Agreement and this Exhibit B, reference to registration of securities under the Securities Act and theExchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designatedby such Holders, it being understood and agreed that in each such case all references in this Agreement to the Securities Act,the Exchange Act and rules, forms of registration statements and registration of securities thereunder, U.S. Law and the SEC,shall be deemed to refer, to the equivalent statutes, rules, forms of registration statements, registration of securities and Laws ofand equivalent Governmental Authority in the applicable non-U.S. jurisdiction.

2. Demand Registration.

2.1 Request by Holders.

If the Company shall, at any time after the earlier of (i) five (5) years after the Closing or (ii) one (1) year following the takingeffect of a registration statement for the Company�s IPO, receive a written request from the Holders of at least twenty- percent(20%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Actcovering the registration of at least thirty percent (30%) of the Registrable Securities pursuant to this Section 2, then theCompany shall, within ten (10) Business Days of the receipt of such written request, give written notice of such request (the�Request Notice�) to all Holders, and use its best efforts to effect, as soon as practicable, the registration under the SecuritiesAct of all Registrable Securities that the Holders request to be registered and included in such registration by written noticegiven by such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to thelimitations of this Section 2; provided that the Company shall not be obligated to effect any such registration if the Companyhas, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Actpursuant to this Section 2 or Section 4 or in which the Holders had an opportunity to participate pursuant to the provisions ofSection 3, other than a registration from which the Registrable Securities of the Holders have been excluded (with respect to allor any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to the provisions ofSection 2.2(b) or Section 3.2(b).



2.2 Underwriting.

(a) If the Holders initiating the registration request under this Section 2 (the �Initiating Holders�) intend to distribute theRegistrable Securities covered by their request by means of an underwriting, then they shall so advise the Company asa part of their request made pursuant to this Section 2 and the Company shall include such information in the RequestNotice. In such event, the right of any Holder to include its Registrable Securities in such registration shall beconditioned upon such Holder�s participation in such underwriting and the inclusion of such Holder�s RegistrableSecurities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders andsuch Holder) to the extent provided herein. All Holders proposing to distribute their securities through suchunderwriting shall enter into an underwriting agreement in customary form with the managing underwriter orunderwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registeredand reasonably acceptable to the Company.

(b) Notwithstanding any other provision of this Section 2, if the underwriter(s) advise(s) the Company in writing thatmarketing factors require a limitation of the number of securities to be underwritten then the Company shall so adviseall Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and thenumber of Registrable Securities that may be included in the underwriting shall be reduced as required by theunderwriter(s) and allocated (i) first, to the Holders on a pro rata basis according to the number of RegistrableSecurities then outstanding held by the Holders requesting registration and (ii) then, to the other Holders ofRegistrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held byeach such Holder requesting registration; provided, however, that the number of shares of Registrable Securities to beincluded in such underwriting and registration shall not be reduced unless all other securities are first entirelyexcluded from the underwriting and registration including, without limitation, all shares that are not RegistrableSecurities and are held by any other Person, including, without limitation, any Person who is an employee, officer ordirector of the Company or any Subsidiary of the Company; provided further, that at least thirty percent (30%) ofshares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall beso included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdrawtherefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior tothe effective date of the registration statement. Any Registrable Securities excluded or withdrawn from suchunderwriting shall be excluded and withdrawn from the registration.



2.3 Maximum Number of Demand Registrations.

The Company shall not be obligated to effect more than three (3) such registrations pursuant to this Section 2.

2.4 Deferral.

Notwithstanding the foregoing, if the Company shall furnish to Holders requesting registration pursuant to this Section 2, acertificate signed by the president or chief executive officer of the Company stating that in the good faith judgment of theBoard (including the approval of Majority Investor Directors), it would be materially detrimental to the Company and itsShareholders for such registration statement to be filed at such time, then the Company shall have the right to defer such filingfor a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that theCompany may not utilize this right more than once in any twelve (12) month period; provided further, that the Company shallnot register any other of its Shares during such twelve (12) month period. A demand right shall not be deemed to have beenexercised until such deferred registration shall have been effected.

3. Piggyback Registrations.

3.1 The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registrationstatement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but notlimited to, registration statements relating to secondary offerings of securities of the Company, but excluding registrationstatements relating to any registration under Section 2 or Section 3 of this Agreement or to any employee benefit plan or acorporate reorganization) and shall afford each such Holder an opportunity to include in such registration statement all or anypart of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statementall or any part of the Registrable Securities held by it shall within twenty (20) days after receipt of the above-described noticefrom the Company, so notify the Company in writing, and in such notice shall inform the Company of the number ofRegistrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of itsRegistrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue tohave the right to include any Registrable Securities in any subsequent registration statement or registration statements as maybe filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.



3.2 Underwriting.

(a) If a registration statement under which the Company gives notice under this Section 3 is for an underwritten offering,then the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder�sRegistrable Securities to be included in a registration pursuant to this Section 3 shall be conditioned upon suchHolder�s participation in such underwriting and the inclusion of such Holder�s Registrable Securities in theunderwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities throughsuch underwriting shall enter into an underwriting agreement in customary form with the managing underwriter orunderwriters selected for such underwriting.

(b) Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) in good faith thatmarketing factors require a limitation of the number of shares to be underwritten, then the managingunderwriter(s) may exclude shares from the registration and the underwriting, and the number of shares that may beincluded in the registration and the underwriting shall be allocated, first, to the Company, second, to each of theInvestor requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based onthe total number of shares of Registrable Securities then held by each Investor, third, to the other Holders requestinginclusion of their Registrable Securities in such registration statement on a pro rata basis based on the total number ofshares of Registrable Securities then held by each such Holder and fourth, to holders of other securities of theCompany; provided, however, that the right of the underwriter(s) to exclude shares (including Registrable Securities)from the registration and underwriting as described above shall be restricted so that (i) the number of RegistrableSecurities included in any such registration is not reduced below thirty percent (30%) of the aggregate number ofshares of Registrable Securities for which inclusion has been requested; and (ii) all shares that are not RegistrableSecurities and are held by any other Person, including, without limitation, any Person who is an employee, officer ordirector of the Company (or any Subsidiary of the Company) shall first be excluded from such registration andunderwriting before any Registrable Securities are so excluded, unless otherwise approved by the holders of amajority of the Registrable Securities. If any Holder disapproves of the terms of any such underwriting, such Holdermay elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten(10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded orwithdrawn from such underwriting shall be excluded and withdrawn from the registration.



3.3 Not Demand Registration.

Registration pursuant to this Section 3 shall not be deemed to be a demand registration as described in Section 2 above. Thereshall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 3.

4. Form F-3 Registration.

In case the Company shall receive from any Holder or Holders of a majority of all Registrable Securities then outstanding awritten request or requests that the Company effect a registration on Form F-3 (or an equivalent registration in a jurisdictionoutside of the United States) and any related qualification or compliance with respect to all or a part of the RegistrableSecurities owned by such Holder or Holders, then the Company will:

4.1 Notice.

Promptly give written notice of the proposed registration and the Holder�s or Holders� request therefor, and any relatedqualification or compliance, to all other Holders of Registrable Securities; and

4.2 Registration.

As soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and aswould permit or facilitate the sale and distribution of all or such portion of such Holders or Holders� Registrable Securities asare specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holdersjoining in such request as are specified in a written request given within twenty (20) days after the Company provides thenotice contemplated by Section 4.1; provided, however, that the Company shall not be obligated to effect any such registration,qualification or compliance pursuant to this Section 4:



(a) if Form F-3 is not available for such offering by the Holders;

(b) if the Holders, together with the holders of any other Equity Securities of the Company entitled to inclusion in suchregistration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the publicof less than US$500,000;

(c) if the Company shall furnish to the Holders a certificate signed by the president or chief executive officer of theCompany stating that in the good faith judgment of the Board of Directors of the Company (including the approval ofMajority Investor Director), it would be materially detrimental to the Company and its Shareholders for suchForm F-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filingof the Form F-3 registration statement no more than once during any twelve (12) month period for a period of notmore than sixty (60) days after receipt of the request of the Holder or Holders under this Section 4; provided that theCompany shall not register any of its other Shares during such sixty (60) day period.

(d) if the Company has, within the six (6) month period preceding the date of such request, already effected a registrationunder the Securities Act other than a registration from which the Registrable Securities of Holders have been excluded(with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration)pursuant to the provisions of Section 2.2(b) and Section 3.2(b); or

(e) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute ageneral consent to service of process in effecting such registration, qualification or compliance.

4.3 Not a Demand Registration.

Form F-3 registrations shall not be deemed to be demand registrations as described in Section 2 above. Except as otherwiseprovided herein, there shall be no limit on the number of times the Holders may request registration of Registrable Securitiesunder this Section 4.

4.4 Underwriting.

If the Holders of Registrable Securities requesting registration under this Section 4 intend to distribute the RegistrableSecurities covered by their request by means of an underwriting, the provisions of Section 2.2 shall apply to such registration.

5. Expenses.

All Registration Expenses incurred in connection with any registration pursuant to this Exhibit B (but excluding SellingExpenses) shall be borne by the Company. Each Holder participating in a registration pursuant to Section 2, Section 3 orSection 4 shall bear such Holder�s proportionate share (based on the total number of shares sold in such registration other thanfor the account of the Company) of all Selling Expenses or other amounts payable to underwriter(s) or brokers, in connectionwith such offering by the Holders. Notwithstanding the foregoing, the Company shall not be required to pay for any expensesof any registration proceeding begun pursuant to Section 2 if the registration request is subsequently withdrawn at the requestof the Holders of a majority of the Registrable Securities to be registered, unless the Holders of a majority of the RegistrableSecurities then outstanding agree that such registration constitutes the use by the Holders of one (1) demand registrationpursuant to Section 2 (in which case such registration shall also constitute the use by all Holders of Registrable Securities ofone (1) such demand registration); provided further, however, that if at the time of such withdrawal, the Holders have learnedof a material adverse change in the condition, business, or prospects of the Company not known to the Holders at the time oftheir request for such registration and have withdrawn their request for registration with reasonable promptness after learningof such material adverse change, then the Holders shall not be required to pay any of such expenses and such registration shallnot constitute the use of a demand registration pursuant to Section 2.

6. Obligations of the Company.



Whenever required to effect the registration of any Registrable Securities under this Agreement the Company shall, asexpeditiously as reasonably possible:

6.1 Registration Statement.

Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its best efforts tocause such registration statement to become effective, and, upon the request of the Holders of a majority of the RegistrableSecurities registered thereunder, keep such registration statement effective for a period of up to ninety (90) days or, in the caseof Registrable Securities registered under Form F-3 in accordance with Rule 415 under the Securities Act or a successor rule,until the distribution contemplated in the registration statement has been completed; provided, however, that (i) such ninety(90) day period shall be extended for a period of time equal to the period any Holder refrains from selling any securitiesincluded in such registration at the request of the underwriter(s), and (ii) in the case of any registration of Registrable Securitieson Form F-3 which are intended to be offered on a continuous or delayed basis, such ninety (90) day period shall be extended,if necessary, to keep the registration statement effective until all such Registrable Securities are sold.



6.2 Amendments and Supplements.

Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used inconnection with such registration statement as may be necessary to comply with the provisions of the Securities Act withrespect to the disposition of all securities covered by such registration statement.

6.3 Prospectuses.

Furnish to the Holders such number of copies of a prospectus, including a preliminary prospectus, in conformity with therequirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate thedisposition of the Registrable Securities owned by them that are included in such registration.

6.4 Blue Sky.

Use its best efforts to register and qualify the securities covered by such registration statement under such other securities orBlue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not berequired in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service ofprocess in any such states or jurisdictions unless the Company is already subject to service in such jurisdiction and except asmay be required by the Securities Act.

6.5 Underwriting.

In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement inusual and customary form, with the managing underwriter(s) of such offering.



6.6 Notification.

Notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relatingthereto is required to be delivered under the Securities Act of (i) the issuance of any stop order by the SEC in respect of suchregistration statement, or (ii) the happening of any event as a result of which the prospectus included in such registrationstatement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be statedtherein or necessary to make the statements therein not misleading in the light of the circumstances then existing.

6.7 Opinion and Comfort Letter.

Furnish, at the request of any Holder requesting registration of Registrable Securities, on the date that such RegistrableSecurities are delivered to the underwriter(s) for sale, if such securities are being sold through underwriters, or, if suchsecurities are not being sold through underwriters, on the date that the registration statement with respect to such securitiesbecomes effective, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of suchregistration, in form and substance as is customarily given to underwriters in an underwritten public offering and reasonablysatisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and (ii) lettersdated as of (1) the effective date of the registration statement covering such Registrable Securities and (2) the closing date ofthe offering from the independent certified public accountants of the Company, in form and substance as is customarily givenby independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to amajority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to the Holders requestingregistration of Registrable Securities.

7. Furnish Information.

It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 2, Section 3 orSection 4 that the selling Holders shall furnish to the Company such information regarding themselves, the RegistrableSecurities held by them and the intended method of disposition of such securities as shall be required to timely effect theRegistration of their Registrable Securities.

8. Indemnification.

In the event any Registrable Securities are included in a registration statement under Section 2, Section 3 or Section 4:



8.1 By the Company.

To the extent permitted by Law, the Company will indemnify and hold harmless each Holder, its partners, officers, directors,legal counsel, any underwriter (as defined in the Securities Act) for such Holder and each Person, if any, who controls suchHolder or underwriter within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages, orliabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other UnitedStates federal or state Law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of orare based upon any of the following statements, omissions or violations (collectively a �Violation�):

(a) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, includingany preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto;

(b) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make thestatements therein not misleading; or

(c) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any United States federalor state securities Law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any UnitedStates federal or state securities Law in connection with the offering covered by such registration statement;

and the Company will reimburse each such Holder, its partner, officer, director, legal counsel, underwriter or controlling Personfrom any losses, penalties, judgements, suits, costs, claims, damages, liabilities and legal or other expenses reasonably incurredby them, as incurred, in connection with investigating or defending any such loss, claim, damage, liability or action; provided,however, that the indemnity agreement contained in this Section 8.1 shall not apply to amounts paid in settlement of any suchloss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shallnot be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability oraction to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity withwritten information furnished expressly for use in connection with such registration by such Holder or any partner, officer,director, counsel, underwriter or controlling person of such Holder.



8.2 By Selling Holders.

To the extent permitted by Law, each selling Holder will, if Registrable Securities held by Holder are included in the securitiesas to which such registration qualifications or compliance is being effected, indemnify and hold harmless the Company, each ofits directors, each of its officers who has signed the registration statement, each Person, if any, who controls the Companywithin the meaning of the Securities Act, any underwriter and any other Holder selling securities under such registrationstatement or any of such other Holder�s partners, directors, officers, legal counsel or any Person who controls such Holderwithin the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages or liabilities (joint orseveral) to which the Company or any such director, officer, legal counsel, controlling person, underwriter or such otherHolder, partner or director, officer or controlling person of such other Holder may become subject under the Securities Act, theExchange Act or other United States federal or state Law, insofar as such losses, claims, damages or liabilities (or actions inrespect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that suchViolation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use inconnection with such registration; and each such Holder will reimburse any legal or other expenses reasonably incurred by theCompany or any such director, officer, controlling person, underwriter or other Holder, partner, officer, director or controllingperson of such other Holder in connection with investigating or defending any such loss, claim, damage, liability or action;provided, however, that the indemnity agreement contained in this Section 8.2 shall not apply to amounts paid in settlement ofany such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consentshall not be unreasonably withheld; and provided further, that in no event shall any indemnity under this Section 8.2 exceed thenet proceeds received by such Holder in the registered offering out of which the applicable Violation arises.

8.3 Notice.

Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action (includingany governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnified partyunder this Section 8, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifyingparty shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any otherindemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the Parties; provided,however, that an indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by theindemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would beinappropriate due to actual or potential conflict of interests between such indemnified party and any other Party represented bysuch counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of thecommencement of any such action shall relieve such indemnifying party of liability to the indemnified party under thisSection 8 to the extent the indemnifying party is prejudiced as a result thereof, but the omission to so deliver written notice tothe indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under thisSection 8.



8.4 Contribution.

In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which either(i) any indemnified party makes a claim for indemnification pursuant to this Section 8 but it is judicially determined (by theentry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of thelast right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 8provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of anyindemnified party in circumstances for which indemnification is provided under this Section 8; then, and in each such case, theindemnified party and the indemnifying Party will contribute to the aggregate losses, claims, damages or liabilities to whichthey may be subject (after contribution from others) in such proportion so that a Holder (together with its related Persons) isresponsible for the portion represented by the percentage that the public offering price of its Registrable Securities offered byand sold under the registration statement bears to the public offering price of all securities offered by and sold under suchregistration statement, and the Company and other selling Holders are responsible for the remaining portion. The relative faultof the indemnifying Party and of the indemnified party shall be determined by a court of law by reference to, among otherthings, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates toinformation supplied by the indemnifying Party or by the indemnified party and the Parties� relative intent, knowledge, accessto information and opportunity to correct or prevent such statement or omission; provided, however, that, in any such case:(A) no Holder will be required to contribute any amount in excess of the net proceeds to such Holder from the sale of all suchRegistrable Securities offered and sold by such Holder pursuant to such registration statement; and (B) no Person guilty offraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution fromany Person or entity who was not guilty of such fraudulent misrepresentation.

8.5 Survival.

The obligations of the Company and Holders under this Section 8 shall survive the completion of any offering of RegistrableSecurities in a registration statement, regardless of the expiration of any statutes of limitation or extensions of such statutes. Noindemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party,consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof thegiving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

9. No Registration Rights to Third Parties.

Without the prior written consent of the Holders of a majority in interest of the Registrable Securities then outstanding, theCompany covenants and agrees that it shall not grant, or cause or permit to be created, for the benefit of any Person or entityany registration rights of any kind (whether similar to the demand, �piggyback� or Form F-3 registration rights described inthis Exhibit B, or otherwise) relating to any securities of the Company which are senior to, or on a parity with, those granted tothe Holders of Registrable Securities.

10. Rule 144 Reporting.

With a view to making available the benefits of certain rules and regulations of the SEC which may at any time permit the saleof the Registrable Securities to the public without registration or pursuant to a registration on Form F-3, after such time as apublic market exists for the Ordinary Shares, the Company agrees to:

10.1 Make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, atall times after the effective date of the first registration under the Securities Act filed by the Company for an offering of itssecurities to the general public;

10.2 File with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and theExchange Act (at any time after it has become subject to such reporting requirements); and

10.3 So long as a Holder owns any Registrable Securities, to furnish to such Holder forthwith upon request (i) a written statement bythe Company as to its compliance with the reporting requirements of Rule 144 (at any time after ninety (90) days after theeffective date of the Company�s IPO), the Securities Act and the Exchange Act (at any time after it has become subject to such



reporting requirements) or its qualification as a registrant whose securities may be resold pursuant to Form F-3 (at any timeafter it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports anddocuments of the Company as a Holder may reasonably request in availing itself of any rule or regulation of the SEC thatpermits the selling of any such securities without registration or pursuant to Form F-3.



11. Market Stand-Off.

Each Shareholder agrees that, so long as it holds any voting securities of the Company, upon request by the Company or theunderwriters managing the IPO of the Company�s securities, it will not sell or otherwise transfer or dispose of any securities ofthe Company (other than those permitted to be included in the registration and other transfers to Affiliates permitted by Law)without the prior written consent of the Company or such underwriters, as the case may be, for a period of time specified by therepresentative of the underwriters not to exceed one hundred and eighty (180) days from the effective date of the registrationstatement covering such IPO or the pricing date of such offering as may be requested by the underwriters. The foregoingprovision of this Section 11 shall not apply to the sale of any securities of the Company to an underwriter pursuant to anyunderwriting agreement, and shall only be applicable to the Holders if all officers, directors and holders of one percent (1%) ormore of the Company�s outstanding share capital enter into similar agreements, and if the Company or any underwriterreleases any officer, director or holder of one percent (1%) or more of the Company�s outstanding share capital from his or hersale restrictions so undertaken, then each Holder shall be notified prior to such release and shall itself be simultaneouslyreleased to the same proportional extent. The Company shall require all future acquirers of the Company�s securities holdingat least one percent (1%) of the then outstanding share capital of the Company to execute prior to the IPO a market stand-offagreement containing substantially similar provisions as those contained in this Section 11. The Company and the Key Holdersshall take all steps consistent with requirements of Law to minimize the foregoing market stand-off period for the Investors.



EXHIBIT C

FORM OF ASSUMPTION AGREEMENT

THIS ASSUMPTION AGREEMENT is made the [ ] day of [ ], by and between PHOENIX TREE HOLDINGS LIMITED (the�Company�); and [ ] (the [�New Investor�][�New Key Holder�]).

The Company and the [New Investor][New Key Holder] shall be referred to collectively as the Parties.

WHEREAS

(A) As of [ ], the Company, certain existing Shareholders of the Company and certain other parties entered into a EighthAmended and Restated Shareholders Agreement (the �Shareholders Agreement�).

(B) The [New Investor][New Key Holder] wishes to acquire an aggregate of [Ordinary Shares] [Preferred Shares] (as definedin the Shareholders Agreement) in the capital of the Company and in accordance with the Shareholders Agreement has agreedto enter into this Assumption Agreement (the �Assumption Agreement�).

(C) The Company is entering into this Assumption Agreement on behalf of itself and as agent for all the existing Shareholders ofthe Company.

NOW, THEREFORE, the Parties hereby agree as follows:



1. INTERPRETATION

In this Assumption Agreement, except as the context may otherwise require, all words and expressions defined in theShareholders Agreement shall have the same meanings when used herein.

2. COVENANT

The [New Investor][New Key Holder] hereby covenants to the Company as trustee for all other Persons who are at present orwho may hereafter become bound by the Shareholders Agreement, and to the Company itself, to adhere to and be bound by allthe duties, burdens and obligations of a Party holding [Ordinary Shares] [Preferred Shares] imposed pursuant to the provisionsof the Shareholders Agreement and all documents expressed in writing to be supplemental or ancillary thereto as if the [NewInvestor][New Key Holder] had been an original party to the Shareholders Agreement as a [Investor][ Key Holder] since thedate thereof.

3. ENFORCEABILITY

Each existing Investor, Key Holder and the Company shall be entitled to enforce the Shareholders Agreement against the [NewInvestor][New Key Holder], and the [New Investor][New Key Holder] shall be entitled to all rights and benefits of a[Investor][Key Holder] under the Shareholders Agreement in each case as if such [New Investor][New Key Holder] had beenan original party to the Shareholders Agreement since the date hereof.



4. GOVERNING LAW

This Assumption Agreement shall be governed by and construed under the Law of Hong Kong, without regard to principles ofconflicts of law thereunder.

5. COUNTERPARTS

This Assumption Agreement may be signed in any number of counterparts which together shall form one and the sameagreement.

6. FURTHER ASSURANCE

Each Party agrees to take all such further action as may be reasonably necessary to give full effect to this AssumptionAgreement on its terms and conditions.

7. HEADINGS

The headings used in this Assumption Agreement are used for convenience only and are not to be considered in construing orinterpreting this Agreement.

[Remainder of page intentionally left blank]



IN WITNESS whereof the parties have executed and delivered this Assumption Agreement on the day and year first hereinbeforementioned.

COMPANY: PHOENIX TREE HOLDINGS LIMITED

By:Name:Capacity:Address:Fax:

[NEW INVESTOR:][NEW KEY HOLDER:]

By:Name:Title:

[SIGNATURE PAGE TO ASSUMPTION AGREEMENT]



EXHIBIT D

LIST OF COMPETITORS



EXHIBIT E

LIST OF ANT RESTRICTED PERSONS



Exhibit 5.1

Our ref KKZ/739735-000005/15415017v3

Phoenix Tree Holdings LimitedRoom 212, Chao Yang Shou Fu8 Chao Yang Men Nei StreetDongcheng DistrictBeijing 100010People�s Republic of China

[·] 2019

Dear Sirs and Madams

Phoenix Tree Holdings Limited

We have acted as Cayman Islands legal advisers to Phoenix Tree Holdings Limited (the �Company�) in connection with theCompany�s registration statement on Form F-1, including all amendments or supplements thereto (the �Registration Statement�),filed with the Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended to date relating to the offering bythe Company of certain American depositary shares (the �ADSs�) representing the Company�s Class A ordinary shares of par valueUS$0.00002 each (the �Shares�).

We are furnishing this opinion as Exhibits 5.1, 8.1 and 23.2 to the Registration Statement.

1 Documents Reviewed

For the purposes of this opinion, we have reviewed only originals, copies or final drafts of the following documents:

1.1 The certificate of incorporation of the Company dated 1 June 2015 issued by the Registrar of Companies in the CaymanIslands.

1.2 The tenth amended and restated memorandum and articles of association of the Company as adopted by a special resolutiondated 24 October 2019 and effective on 28 October 2019 (the �Pre-IPO Memorandum and Articles�).

1.3 The eleventh amended and restated memorandum and articles of association of the Company as conditionally adopted by aspecial resolution passed on 28 October 2019 and effective immediately prior to the completion of the Company�s initialpublic offering of the ADSs representing the Shares (the �IPO Memorandum and Articles�).

1.4 The minutes (the �Board Minutes�) of the meeting of the board of directors of the Company held on 28 October 2019 (the�Board Meeting�).

1.5 The minutes (the �EGM Minutes�) of the extraordinary general meeting of the shareholders of the Company held on 28October 2019 (the �EGM�).

1.6 A certificate from a director of the Company, a copy of which is attached hereto (the �Director��s Certificate�).



1.7 A certificate of good standing dated 17 October 2019, issued by the Registrar of Companies in the Cayman Islands (the�Certificate of Good Standing�).

1.8 The Registration Statement.

2 Assumptions

The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date ofthis opinion letter. These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. Ingiving these opinions we have relied (without further verification) upon the completeness and accuracy, as of the date of this opinionletter, of the Director�s Certificate and the Certificate of Good Standing. We have also relied upon the following assumptions, whichwe have not independently verified:

2.1 Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the finalforms of, the originals.

2.2 The genuineness of all signatures and seals.

2.3 There is nothing under any law (other than the law of the Cayman Islands), which would or might affect the opinions set outbelow.

3 Opinion

Based upon the foregoing and subject to the qualifications set out below and having regard to such legal considerations as we deemrelevant, we are of the opinion that:

3.1 The Company has been duly incorporated as an exempted company with limited liability and is validly existing and in goodstanding with the Registrar of Companies in the Cayman Islands under the laws of the Cayman Islands.

3.2 The authorised share capital of the Company, with effect immediately prior to the completion of the Company�s initial publicoffering of the ADSs representing the Shares, US$1,000,000 divided into 50,000,000,000 shares of a par value of US$0.00002each comprising of (i) 49,754,000,000 Class A Ordinary Shares of a par value of US$0.00002 each and (ii) 246,000,000Class B Ordinary Shares of a par value of US$0.00002 each.

3.3 The issue and allotment of the Shares have been duly authorised and when allotted, issued and paid for as contemplated in theRegistration Statement, the Shares will be legally issued and allotted, fully paid and non-assessable. As a matter of Caymanlaw, a share is only issued when it has been entered in the register of members (shareholders).

3.4 The statements under the caption �Taxation� in the prospectus forming part of the Registration Statement, to the extent thatthey constitute statements of Cayman Islands law, are accurate in all material respects and that such statements constitute ouropinion.

4 Qualifications

In this opinion the phrase �non-assessable� means, with respect to shares in the Company, that a shareholder shall not, solely by virtueof its status as a shareholder, be liable for additional assessments or calls on the shares by the Company or its creditors (except inexceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose orother circumstances in which a court may be prepared to pierce or lift the corporate veil).

2



Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by orwith respect to the Company in any of the documents or instruments cited in this opinion or otherwise with respect to the commercialterms of the transactions the subject of this opinion.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our name under theheadings �Enforceability of Civil Liabilities�, �Taxation� and �Legal Matters� and elsewhere in the prospectus included in theRegistration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent isrequired under Section 7 of the U.S. Securities Act of 1933, as amended, or the Rules and Regulations of the Commission thereunder.

Yours faithfully

Maples and Calder (Hong Kong) LLP

3



Director��s Certificate

______________________ 2019

To: Maples and Calder (Hong Kong) LLP53/F, The Center

99 Queen�s Road CentralCentral, Hong Kong

Dear Sirs and Madams,

Phoenix Tree Holdings Limited (the ��Company��)

I, the undersigned, being a director of the Company, am aware that you are being asked to provide a legal opinion (the �Opinion�) inrelation to certain aspects of Cayman Islands law. Capitalised terms used in this certificate have the meaning given to them in theOpinion. I hereby certify that:

1 The Pre-IPO Memorandum and Articles remain in full force and effect and, except as amended by the EGM Minutes adoptingthe IPO Memorandum and Articles, are otherwise unamended.

2 The Board Minutes are a true and correct record of the proceedings of the Board Meeting, which was duly convened and held,and at which a quorum was present throughout, in each case, in the manner prescribed in the Pre-IPO Memorandum andArticles. The resolutions set out in the Board Minutes were duly passed in the manner prescribed in the Pre-IPO Memorandumand Articles (including, without limitation, with respect to the disclosure of interests (if any) by the board of directors of theCompany) and have not been amended, varied or revoked in any respect.

3 The EGM Minutes are a true and correct record of the proceedings of the EGM, which was duly convened and held, and atwhich a quorum was present throughout, in each case, in the manner prescribed in the Pre-IPO Memorandum and Articles.The resolutions set out in the EGM Minutes were duly passed in the manner prescribed in the Pre-IPO Memorandum andArticles and have not been amended, varied or revoked in any respect.

4 The authorised share capital of the Company is US$50,000, divided into 2,500,000,000 shares of a par value of US$0.00002each, comprising of (i) 1,051,493,148 Ordinary Shares of US$0.00002 par value each; (ii) 118,750,000 Series A-1 PreferredShares of US$0.00002 par value each; (iii) 143,750,000 Series A-2 Preferred Shares of US$0.00002 par value each;(iv) 256,065,251 Series A-3 Preferred Shares of US$0.00002 par value each; (v) 16,967,466 Series A-2-I Preferred Shares ofUS$0.00002 par value each; (vi) 183,823,115 Series B-1 Preferred Shares of US$0.00002 par value each; (vii) 141,000,686Series B-2 Preferred Shares of US$0.00002 par value each; (viii) 27,155,688 Series C-1 Preferred Shares of US$0.00002 parvalue each; (ix) 424,519,909 Series C-2 Preferred Shares of US$0.00002 par value each and (x) 136,474,737 Series DPreferred Shares of US$0.00002 par value each.



5 The authorised share capital of the Company, with effect immediately prior to the completion of the Company�s initial publicoffering of the ADSs representing the Shares, will be US$1,000,000 divided into 50,000,000,000 shares of a par value ofUS$0.00002 each comprising of (i) 49,754,000,000 Class A Ordinary Shares of a par value of US$0.00002 each and(ii) 246,000,000 Class B Ordinary Shares of a par value of US$0.00002 each.

6 The shareholders of the Company have not restricted or limited the powers of the board of directors in any way and there is nocontractual or other prohibition (other than as arising under Cayman Islands law) binding on the Company prohibiting it fromissuing and allotting the Shares or otherwise performing its obligations under the Registration Statement.

7 The board of directors of the Company at the date of the Board Meeting were:

Gao, JingCui, Yan

Shen, BoyangLi, WenbiaoLiu, Erhai

Chen, XianGang, Ji

Wang, PengfeiWang, William

8 The board of directors of the Company at the date hereof are as follows:

Gao, JingCui, Yan

Shen, BoyangLi, WenbiaoLiu, Erhai

Chen, XianGang, Ji

Wang, William

9 Each director of the Company considers the transactions contemplated by the Registration Statement to be of commercialbenefit to the Company and has acted bona fide in the best interests of the Company, and for a proper purpose of the Companyin relation to the transactions the subject of the Opinion.

10 To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral,administrative or other proceedings in any jurisdiction that would have a material adverse effect on the business, properties,financial condition, results of operations or prospects of the Company. Nor have the directors or shareholders of the Companytaken any steps to have the Company struck off or placed in liquidation, nor have any steps been taken to wind up theCompany. Nor has any receiver been appointed over any of the Company�s property or assets.

11 Upon the completion of the Company�s initial public offering of the ADSs representing the Shares, the Company will not besubject to the requirements of Part XVIIA of the Companies Law (2018 Revision).

5



I confirm that you may continue to rely on this Certificate as being true and correct on the day that you issue the Opinion unless I shallhave previously notified you personally to the contrary.

[signature page follows]

6



Signature:

Name:

Title: Director

[Signature Page to the Director�s Certificate (Exhibit 5.1 Opinion) of Phoenix Tree Holdings Limited]

7



Exhibit 8.1

Simpson Thacher & Bartlett LLP

425 LEXINGTON AVENUENEW YORK, NY 10017-3954

TELEPHONE: +1-212-455-2000FACSIMILE: +1-212-455-2502

, 2019

Phoenix Tree Holdings LimitedRoom 212, Chao Yang Shou Fu8 Chao Yang Men Nei StreetDongcheng District, Beijing 100010People�s Republic of China

Ladies and Gentlemen:

We have acted as U.S. counsel to Phoenix Tree Holdings Limited, a Cayman Islands company (the �Company�), in connectionwith the Registration Statement on Form F-1 (the �Registration Statement�) filed by the Company with the U.S. Securities andExchange Commission (the �Commission�) under the U.S. Securities Act of 1933, as amended, relating to the issuance by the Companyof Class A ordinary shares, par value US$ 0.00002 per share (the �ordinary shares�), which will be represented by American depositaryshares (�ADSs�) evidenced by American depositary receipts.

We have examined the Registration Statement (including the prospectus contained therein (the �Prospectus�)) and a form ofdeposit agreement among the Company, Citibank, N.A., as depositary, and holders from time to time of ADSs (the �DepositAgreement�), including a related form of American depositary receipt. In addition, we have examined, and have relied as to matters offact upon, originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments andsuch certificates or comparable documents of public officials and of officers and representatives of the Company, and have made suchother investigations as we have deemed relevant and necessary in connection with the opinion hereinafter set forth. In rendering theopinion set forth below, we have assumed the accuracy of the factual matters described in the Registration Statement. We have alsoassumed that the Deposit Agreement will be executed in the form reviewed by us, that the Deposit Agreement will be a valid and legallybinding obligation of each of the parties thereto and that all of the ordinary shares are validly issued and fully paid.

BEIJING HONG KONG HOUSTON LONDON LOS ANGELES PALO ALTO SÃO PAULO TOKYO WASHINGTON, D.C.



In rendering the opinion set forth below, we have assumed the genuineness of all signatures, the legal capacity of naturalpersons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submittedto us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein and in the Prospectus, wehereby confirm that the discussion set forth in the Prospectus under the caption �Taxation � Certain United States Federal Income TaxConsiderations,� insofar as such discussion relates to matters of United States federal income tax law, constitutes our opinion as to theUnited States federal income tax consequences to United States Holders (as such term is defined in the Prospectus) of the ownership anddisposition of the ADSs and ordinary shares.

We note that, because the determination of the Company�s status as a passive foreign investment company (a �PFIC�) forUnited States federal income tax purposes is based on an annual determination that cannot be made until the close of a taxable year, andinvolves extensive factual investigation, we do not express any opinion herein with respect to the Company�s PFIC status in any taxableyear.

We do not express any opinion herein concerning any law other than the United States federal income tax law.

2



We hereby consent to the filing of this opinion letter as Exhibit 8.1 to the Registration Statement and to the use of our nameunder the caption �Taxation� in the Prospectus.

Very truly yours,

SIMPSON THACHER & BARTLETT LLP

3



Exhibit 10.1


SECOND AMENDED AND RESTATED 2017 STOCK INCENTIVE PLAN

1. Purposes. This Plan, through the granting of the Options, is intended to attract and retain the best available personnel,to provide additional incentives to Employees, Directors and Consultants and to promote the success of the Company�s business byoffering these individuals or entities an opportunity to acquire a proprietary interest in the success of the Company, or to increase thisinterest by permitting them to acquire additional Shares of the Company.

2. Definitions. The following definitions shall apply as used herein and in the individual Option Agreements except asdefined otherwise in an individual Option Agreement. In the event a term is separately defined in an individual Option Agreement,such definition shall supersede the definition contained in this Section 2.

a) �Administrator� means the Board, a sub-committee of the Board or such person or delegates approved andappointed by the Board as shall be administrating this Plan in accordance with Section 4 hereof.

b) �Affiliate� and �Associate� shall have the respective meanings ascribed to such terms in Rule 12b-2promulgated under the Exchange Act.

c) �Applicable Laws� means the applicable legal requirements relating to this Plan and the Options underapplicable provisions of federal or national securities and corporate laws, state corporate and securities laws, the Code, therules of any applicable stock exchange or national market system, and the rules of any jurisdiction applicable to Optionsgranted to residents therein.

d) �Assumed� means that pursuant to a Corporate Transaction either (i) an Option is expressly affirmed by theCompany or (ii) the contractual obligations represented by an Option are expressly assumed (and not simply by operation oflaw) by the successor entity or its Parent in connection with the Corporate Transaction with appropriate adjustments to thenumber and type of securities of the successor entity or its Parent subject to the Option and the exercise or purchase pricethereof which at least preserves the compensation element of the Option existing at the time of the Corporate Transaction asdetermined in accordance with the instruments evidencing the agreement to assume the Option.

e) �Articles� means the Fourth Amended and Restated Memorandum and Articles of Association of theCompany (as amended).

f) �Antfin Director� means the director appointed by Antfin (Hong Kong) Holding Limited and/or itsAffiliates to serve on the Board of Directors of the Company.

g) �Board� means the Board of Directors of the Company which, for the purpose of issuing Options andadministrating this Plan, shall include the Majority Investor Directors, namely three (3) out of the five (5) Investor Directors.

1



h) �Cause� means, with respect to the termination by the Company or a Related Entity of the Grantee�sContinuous Service, that such termination is for �Cause� as such term is expressly defined in a then-effective writtenagreement between the Grantee and the Company or such Related Entity, or in the absence of such then-effective writtenagreement and definition, is based on, in the determination of the Administrator, the Grantee�s: (i) performance of any act orfailure to perform any act in bad faith and to the detriment of the Company or a Related Entity; (ii) dishonesty, intentionalmisconduct or material breach of any agreement with the Company or a Related Entity (including without limitation, theemployment agreement, confidentiality agreement and non-compete agreement); (iii) material fault caused by Granteeresulting in significant damages to the Company; or (iv) commission of a crime involving dishonesty, breach of trust, orphysical or emotional harm to any person.

i) �Change in Control� means a change in ownership or control of the Company effected through thefollowing transactions: the direct or indirect acquisition by any person or related group of persons (other than an acquisitionfrom or by the Company or by a Company-sponsored employee benefit plan or by a person that directly or indirectly controls,is controlled by, or is under common control with, the Company) of beneficial ownership (within the meaning of Rule 13d-3of the Exchange Act) of securities possessing more than fifty percent (50%) of the total combined voting power of theCompany�s outstanding securities pursuant to a tender or exchange offer made directly to the Company�s shareholders whicha majority of the Directors who are not Affiliates or Associates of the offer or do not recommend such shareholders to accept.

j) �CMC Director� means the director appointed by CMC (i.e. CMC Downtown Holdings Limited and/or itsaffiliated entities) to serve on the Board of Directors of the Company.

k) �Code� means the Internal Revenue Code of 1986, as amended.

l) �Company� means Phoenix Tree Holdings Limited, an exempted company duly incorporated and validlyexisting under the laws of the Cayman Islands or any successor corporation that adopts this Plan in connection with aCorporate Transaction.

m) �Consultant� means any person (other than an Employee or a Director, solely with respect to renderingservices in such person�s capacity as an Employee or Director) who is engaged by the Company or any Related Entity torender consulting or advisory services to the Company or such Related Entity.

n) �Continuous Service� means that the provision of services to the Company or a Related Entity in anycapacity of Employee, Director or Consultant is not interrupted or terminated. In jurisdictions requiring notice in advance ofan effective termination as an Employee, Director or Consultant, Continuous Service shall be deemed terminated upon theactual cessation of providing services to the Company or a Related Entity notwithstanding any required notice period thatmust be fulfilled before a termination as an Employee, Director or Consultant can be effective under Applicable Laws. AGrantee�s Continuous Service shall be deemed to have terminated either upon an actual termination of Continuous Service orupon the entity for which the Grantee provides services ceasing to be a Related Entity. Continuous Service shall not beconsidered interrupted in the case of (i) any approved leave of absence, transfers among the Company, any Related Entity, orany successor, in any capacity of Employee, Director or Consultant, or (iii) any change in status as long as the individualremains in the service of the Company or a Related Entity in any capacity of Employee, Director or Consultant (except asotherwise provided in the Option Agreement). An approved leave of absence shall include sick leave, military leave, or anyother authorized personal leave.

2



o) �Corporate Transaction� means any of the following transactions, provided, however, that the Administratorshall determine under parts (iv) and (v) whether multiple transactions are related, and its determination shall be final, bindingand conclusive:

(i) a merger or consolidation in which the Company is not the surviving entity, except for atransaction the principal purpose of which is to change the jurisdiction in which the Company isincorporated;

(ii) the sale, transfer or other disposition of all or substantially all of the assets of the Company;

(iii) the complete liquidation or dissolution of the Company;

(iv) any reverse merger or series of related transactions culminating in a reverse merger (including, butnot limited to, a tender offer followed by a reverse merger) in which the Company is the surviving entity but(A) the Shares outstanding immediately prior to such merger are converted or exchanged by virtue of themerger into other property, whether in the form of securities, cash or otherwise, or (B) in which securitiespossessing more than fifty percent (50%) of the total combined voting power of the Company�s outstandingsecurities are transferred to a person or persons different from those who held such securities immediatelyprior to such merger or the initial transaction culminating in such merger, but excluding any suchtransaction or series of related transactions that the Administrator determines shall not be a CorporateTransaction; or

(v) acquisition in a single or series of related transactions by any person or related group of persons(other than the Company or by a Company-sponsored employee benefit plan) of beneficial ownership(within the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than fifty percent(50%) of the total combined voting power of the Company�s outstanding securities but excluding any suchtransaction or series of related transactions that the Administrator determines shall not be a CorporateTransaction.

p) �Date of Grant� means the date an Option is granted to a Grantee.

q) �Director� means a member of the Board or the board of directors of any Related Entity.

3



r) �Disability� means as defined under the long-term disability policy of the Company or the Related Entity towhich the Grantee provides services regardless of whether the Grantee is covered by such policy. If the Company or theRelated Entity to which the Grantee provides service does not have a long-term disability plan in place, �Disability� meansthat a Grantee is unable to carry out the responsibilities and functions of the position held by the Grantee by reason of anymedically determinable physical or mental impairment for a period of not less than ninety (90) consecutive days. A Granteewill not be considered to have incurred a Disability unless he or she furnishes proof of such impairment sufficient to satisfythe Administrator in its discretion.

s) �Drag-Along Event� means a merger, sale of control, sale or exclusive license of all or substantially all ofthe Company�s assets or any transaction in which 50% or more of the voting power of the Company is transferred to a bonafide third party.

t) �Employee� means any person, including an Officer or Director, who is in the employ of the Company orany Related Entity, subject to the control and direction of the Company or any Related Entity as to both the work to beperformed and the manner and method of performance. The payment of a director�s fee by the Company or a Related Entityshall not be sufficient to constitute �employment� by the Company.

u) �Exchange Act� means the Securities Exchange Act of 1934, as amended.

v) �Exercise Price� means the amount for which one Share may be purchased upon exercise of an Option, asspecified by the Administrator in the applicable Option Agreement.

w) �Fair Market Value� means, as of any date, the value of the Shares determined as follows:

(i) If the Shares are traded on a securities exchange, the value shall be deemed to be the average ofthe security�s closing prices on such exchange over the thirty (30) day period ending one (1) day prior tothe distribution, as reported in The Wall Street Journal or such other source as the Administrator deemsreliable;

(ii) If the Shares are traded over-the-counter, the value shall be deemed to be the average of theclosing bid prices over the thirty (30) day period ending three (3) days prior to the distribution as reported inThe Wall Street Journal or such other source as the Administrator deems reliable; and

(iii) In the absence of an established market for the Shares of the type described in (i) and (ii), above,the Fair Market Value thereof shall be no more than 60% of the then effective applicable valuation of theCompany in the nearest round of financing, which shall be determined by the Administrator in good faith. Ifthe valuation of the Company then effective is significantly higher or lower than the calculation formulaprovided in the previous sentence, then the Administrator shall have the right to determine the Fair MarketValue for the Shares. Notwithstanding any provisions in this Plan to the contrary, the Fair Market Valuedetermined by the Administrator shall be final and binding.

4



The method of valuation of securities subject to investment letter or other restrictions on freemarketability shall be adjusted to make an appropriate discount from the market value determined as abovein sub-clauses (i), (ii) or (iii) to reflect the fair market value thereof as determined in good faith by theAdministrator, or by a liquidator if one is appointed.

x) �Grantee� means an Employee, Director or Consultant who receives an Option under this Plan.

y) �Hong Kong� means the Hong Kong Special Administrative Region of the People�s Republic of China.

z) �Investor Directors� means collectively, Joy Director, CMC Director, Kaiwu Director, Tiger Director andAntfin Director );

aa) �IPO� means the initial public offering of the Company or an entity organized for the purposes of effectingan initial public offering of the Company.

bb) �Joy Director� means the director appointed by Joy Capital (i.e., Joy Capital I, L.P. and/or its affiliatedentities) to serve on the Board of Directors of the Company.

cc) �Kaiwu Director� means the director appointed by KIT Cube Limited and/or its affiliated entities to serveon the Board of Directors of the Company;

dd) �Officer� means a person who is an officer of the Company or a Related Entity within the meaning ofSection 16 of the Exchange Act and the rules and regulations promulgated thereunder.

ee) �Option� means an option to purchase Shares pursuant to an Option Agreement granted under this Plan.

ff) �Option Agreement� means the written agreement evidencing the grant of an Option executed by theCompany and the Grantee, including any amendments thereto.

gg) �Ordinary Share� means an ordinary share of par value US$0.00002 each, of the Company having the rightsand restrictions set out in the Articles.

hh) �Parent� means a �parent corporation�, whether now or hereafter existing, as defined in Section 424(e) ofthe Code.

ii) �Plan� means this Amended and Restated 2017 Stock Incentive Plan, as amended form time to time.

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jj) �PRC� means the People�s Republic of China.

kk) �Related Entity� means any Parent or Subsidiary of the Company and any business, corporation,partnership, limited liability company or other entity in which the Company or a Parent or a Subsidiary of the Company holdsa substantial ownership interest, directly or indirectly.

ll) �Replaced� means that pursuant to a Corporate Transaction an Option is replaced with a comparable shareor stock award or a cash incentive program of the Company, the successor entity (if applicable) or Parent of either of themwhich preserves the compensation element of such Option existing at the time of the Corporate Transaction and provides forsubsequent payout in accordance with the same (or a more favorable) vesting schedule applicable to such Option. Thedetermination of an Option comparability shall be made by the Administrator and its determination shall be final, binding andconclusive.

mm) �SAFE� means the PRC State Administration of Foreign Exchange and its local branches.

nn) �Securities Act� means the U.S. Securities Act of 1933, as amended, and the rules and regulationspromulgated thereunder.

oo) �Share� means an Ordinary Share of the Company.

pp) �Shareholders Agreement� has the meaning ascribed to it in Section 9(c) hereof.

qq) �Spin-off Transaction� means a distribution by the Company to its shareholders of all or any portion of thesecurities of any Subsidiary of the Company.

rr) �Subsidiary� means a �subsidiary corporation�, whether now or hereafter existing, as defined inSection 424(f) of the Code.

ss) �Tiger Director� means the director appointed by Internet Fund IV Pte. Ltd. and/or its affiliated entities toserve on the Board of Directors of the Company

3. Shares Subject to this Plan.

a) Basic Limitation. Subject to the provisions of Section 10 below, the maximum aggregate number of Shareswhich may be issued pursuant to Options shall not exceed 274,226,921 Shares (proportionally adjusted to reflect anyshare dividends, splits, combination, reclassification or similar transactions). The number of Shares that are subject to theOptions outstanding under this Plan at any time shall not exceed the aggregate number of the Shares that then remainavailable for issuance under this Plan. The Company, during the term of this Plan, shall at all times reserve and keepavailable sufficient Shares to satisfy the requirements of outstanding Options granted under this Plan.

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b) Additional Shares. The Shares that actually have been issued under this Plan pursuant to the Options, whichare forfeited, canceled or expire, shall be returned to this Plan and shall become available for future issuance under thisPlan. If Options are cancelled, forfeited, terminated or repurchased by the Company, such Options shall become availablefor future grant under this Plan. To the extent not prohibited by Section 422(b)(1) of the Code (and the correspondingregulations thereunder), the listing requirements of any established stock exchange or national market system on whichthe Shares are traded and Applicable Laws, any Shares covered by the Options which are surrendered (i) in payment ofthe Options exercise or purchase price or (ii) in satisfaction of tax withholding obligations incident to the exercise of theOptions shall be deemed not to have been issued for purposes of determining the maximum number of Shares which maybe issued pursuant to all Options under this Plan, unless otherwise determined by the Administrator.

4. Administration of this Plan.

a) Plan Administrator. This Plan shall be administered by the Board.

b) Powers of the Administrator. Subject to Applicable Laws, the Articles and the provisions of this Plan(including any other powers given to the Administrator hereunder), and except as otherwise provided by the Board, theAdministrator shall have the authority, in its discretion:

(i) to select the Grantees to whom the Options may be granted from time to time hereunder;

(ii) to determine the number of Shares or the amount of other consideration to be covered by eachgrant of the Options hereunder;

(iii) to determine the Fair Market Value of the Shares;

(iv) to approve form(s) of agreement for use under this Plan;

(v) to determine the terms and conditions of any Option granted hereunder, including but not limitedto, the Exercise Price, the time or times when Options may be exercised (which may be based onperformance criteria), the time or times when repurchase or redemption rights shall lapse, any vestingacceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Options orthe Shares relating thereto, based in each case on such factors as the Administrator, in its sole discretion,shall determine;

(vi) to implement a program where outstanding Options are surrendered or cancelled in exchange forawards of the same type or different type which may have lower Exercise Price and different terms or cashbased in each case on terms and conditions determined by the Administrator in its sole discretion;

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(vii) to approve earlier Exercise of Options granted under this Plan;

(viii) to prescribe, amend and rescind rules and regulations relating to this Plan;

(ix) to allow Grantee to satisfy withholding tax obligations by electing to have the Company withholdfrom the Shares to be issued under the Options such number of Shares having a Fair Market Value equal tothe minimum amount required to be withheld;

(x) to modify or amend each Option, including, without limitation, the discretionary authority toextend the post-termination exercisability of an Option longer than is otherwise provided for in an OptionAgreement or accelerate the vesting or exercisability of an Option;

(xi) to amend the terms of any outstanding Option granted under this Plan, provided that anyamendment that would adversely affect the Grantee�s rights under an outstanding Option shall not be madewithout the Grantee�s written consent;

(xii) to construe and interpret the terms of this Plan and the Options, including without limitation, anynotice of award or Option Agreement, granted pursuant to this Plan; and

(xiii) to take such other action, not inconsistent with the terms of this Plan, as the Administrator deemsappropriate.

c) Delegation of Authority to Officer. The Chief Executive Officer of the Company (the �CEO�) is herebyauthorized by the Board to exercise all the powers and rights of an Administrator listed under subsection 4(b) aboveother than items (vi) and (viii) in dealing with stock incentive matters under this Plan other than concerning himself orherself.

d) Effect of Administrator�s Decision. All determinations, interpretations and constructions made by theBoard in good faith will not be subject to review by any person and will be final, binding and conclusive on all persons.

e) Indemnification. In addition to such other rights of indemnification as they may have as members of theBoard or as the CEO to whom authority to act for the Board, the Administrator or the Company is delegated shall bedefended and indemnified by the Company to the extent permitted by law on an after-tax basis against all reasonableexpenses, including attorneys� fees, actually and necessarily incurred in connection with the defense of any claim,investigation, action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be aparty by reason of any action taken or failure to act under or in connection with this Plan, or any Option grantedhereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by theCompany) or paid by them in satisfaction of a judgment in any such claim, investigation, action, suit or proceeding,except in relation to matters as to which it shall be adjudged in such claim, investigation, action, suit or proceeding thatsuch person is liable for gross negligence, bad faith or intentional misconduct; provided, however, that within thirty (30)days after the institution of such claim, investigation, action, suit or proceeding, such person shall offer to the Company,in writing, the opportunity at the Company�s expense to defend the same.

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5. Eligibility. Options may be granted to Employees, Directors and Consultants. An Employee, Director or Consultantwho has been granted any Options may, if otherwise eligible, be granted additional Options. Unless approved by the CEO otherwise,an Employee who is to be granted any Option shall have been working for the Company or a Related Entity for at least six (6) monthsin a continuous manner.

6. Terms and Conditions of Options.

(a) Option Agreement. Each grant of an Option shall be designated in an Option Agreement between theGrantee and the Company. Each Option shall be subject to all applicable terms and conditions of this Plan and may be subjectto any other terms and conditions that are not inconsistent with this Plan and that the Administrator deems appropriate forinclusion in an Option Agreement. The provisions of the various Option Agreements entered into under this Plan need not tobe identical.

(b) Conditions of Options. Subject to the terms of this Plan, the Administrator shall determine the provisions,terms, and conditions of each Option including, but not limited to, the Option vesting schedule, repurchase provisions, rightsof first refusal, forfeiture provisions, form of payment (cash, Shares or other consideration) upon settlement of the Option,payment contingencies, service year with Company and satisfaction of any performance KPI. The performance KPI may beapplicable to the Company, Related Entities and/or any individual business units of the Company or any Related Entity.Partial achievement of the specified KPI may result in a payment or vesting corresponding to the degree of achievement asspecified in the Option Agreement.

(c) Acquisitions and Other Transactions. The Administrator may issue Options under this Plan in settlement,assumption or substitution for, outstanding awards or obligations to grant future awards in connection with the Company or aRelated Entity acquiring another entity, an interest in another entity or an additional interest in a Related Entity whether bymerger, share purchase, asset purchase or other form of transaction.

(d) Separate Programs. The Administrator may establish one or more separate programs under this Plan for thepurpose of issuing particular forms of awards to one or more classes of Grantees on such terms and conditions as determinedby the Administrator from time to time.

(e) Term of Option. The term of each Option shall be the term stated in the Option Agreement.

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(f) Transferability of Options. Subject to the Applicable Laws, Options shall be transferable (i) by will and bythe laws of descent and distribution and (ii) during the lifetime of the Grantee, to the extent and in the manner authorized bythe Administrator, on the condition that the successors permitted to be transferred Options from Grantee�s shall enter anagreement in written to comply with the terms and conditions set forth in this Plan and Option Agreement. Notwithstandingthe foregoing, the Grantee may designate one or more beneficiaries of the Grantee�s Option in the event of the Grantee�sdeath on a beneficiary designation form provided by the Administrator. Except for foresaid circumstances, Grantee shall notassign and transfer, mortgage, and dispose their Options in any ways.

(g) Time of Granting Options. The Date of Grant of an Option shall for all purposes be the date on which theOption Agreement is executed between the Company and the Grantee, or such other date as is determined by theAdministrator.

7. Option Exercise, Consideration and Withholding Taxes.

(a) Exercise Price. Each Option Agreement shall specify the Exercise Price. The Exercise Price of an Optionshall be determined by the Administrator in its sole discretion. The Exercise Price may be amended or adjusted in theabsolute discretion of the Administrator, the determination of which shall be final, binding and conclusive. For the avoidanceof doubt, to the extent not prohibited by Applicable Laws (including any applicable exchange rules), a downward adjustmentof the Exercise Price of the Options mentioned in the preceding sentence shall be effective without the approval of theCompany�s shareholders or the approval of the affected Grantees.

(b) Consideration. Subject to Applicable Laws, the consideration to be paid for the Shares to be issued uponexercise or purchase of the Options including the method of payment, the timing of payment, shall be determined by theAdministrator.

(c) Withholding Taxes. No Shares shall be delivered under this Plan to any Grantee or other person until suchGrantee or other person has made arrangements acceptable to the Administrator for the satisfaction of any income andemployment tax withholding obligations under any Applicable Laws. Upon exercise of an Option the Company shallwithhold or collect from Grantee an amount sufficient to satisfy such tax obligations by any of the following means or by acombination of such means: (i) causing the Grantee to tender a cash payment; (ii) withholding Shares from the Shares issuedor otherwise issuable to the Grantee in connection with the Option; provided, however, that no Shares are withheld with avalue exceeding the minimum amount of tax required to be withheld by law (or such lesser amount as may be necessary toavoid classification of the Option as a liability for financial accounting purposes); (ii) withholding cash from an Optionsettled in cash; (iv) withholding payment from any amounts otherwise payable to the Grantee; or (v) which may be set forthin the Option Agreement.

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8. Exercise of Options.

(a) Procedure for Exercise; Rights as a Shareholder.

(i) Subject to Applicable Laws, any Option granted hereunder shall be exercisable at such times andunder such conditions as determined by the Administrator under the terms of this Plan and specified in the OptionAgreement.

(ii) An Option shall be deemed to be exercised when written notice of such exercise has been given tothe Company in accordance with the terms of the Option by the person entitled to exercise the Option and fullpayment for the Shares with respect to which the Option is exercised.

(b) Vesting Schedule. Subject to the Grantee�s Continuous Service and other limitations set forth in this Planand the Option Agreement, the Options may vest in accordance with the following:

(i) Subject to Section 8(b)(ii), the Options shall vest in a four (4)-year period, of which the firsttwenty-five percent (25%) of the Options shall vest on the expiry date of a twelve (12)-month period following the



Date of Grant, and the remaining seventy-five percent (75%) Options shall vest in equal monthly installments overthe following three (3) years commencing from the vesting date of the first installment. If the Termination of aGrantee�s Continuous Services occurs during the vesting period, the Administrator may, in its sole discretion,determine whether a proportionate vesting may be permitted for this particular vesting period, depending upon thecircumstances of the termination and such determination may be stated in the Vesting Notice.

(ii) The vesting schedule is also subject to the performance KPI as established by the Administratorpursuant to this Plan. The Board of Directors may publish the performance KPI target for each fiscal year at thebeginning of the respective fiscal year and review the performance of respective Grantee (as applicable) at the yearend and the vesting shall be subject to the satisfaction of the performance KPI. The Administrator may, in its solediscretion, allow partial vesting of each installment of the Options subject to vesting in respect of the particularvesting period, if a Grantee has not fully achieved the performance KPI.

(c) Deprivation of Granted Options. Upon the occurrence of any of the events set forth below, the Companymay, in its sole discretion and by giving a notice to the Grantee, forfeit up to 80% of the unvested Options as of thedate of such notice:

(i) the Grantee is reassigned to a different position at the same level within the Company or anyRelated Entity with lesser responsibilities;

(ii) the Grantee is demoted to a lower level position within the Company or any Related Entity; or

(iii) the Grantee receives the lowest score or classification in his or her performance review based onthe performance review ranking system.

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(d) Exercise of Option Following Termination of Continuous Service.

(i) In the event of termination of a Grantee�s Continuous Service, any Option that is not vested on thedate of termination of such Grantee�s Continuous Service shall be immediately terminated, cancelled and forfeitedon such date, unless the Administrator determines otherwise.

(ii) If the termination of a Grantee�s Continuous Service is not for Cause (including by reasons of hisor her Disability, death, resignation or for any other reason).

(iii) subject to Section 8(e) hereof, all the vested Options that become exercisable shall be exercisedwithin ninety (90) days after the cessation of the Continuous Service and the Grantee shall remain bound by thisPlan and the agreement of such securities (including the Shareholders Agreement and the Option Agreement), andall of the vested but not exercised Options shall be immediately terminated, cancelled and forfeited on the ninety-first day after the cessation of the Continuous Service unless the Administrator determines otherwise; and (ii) theCompany may repurchase or redeem the Shares held by such Grantee at the per share price of the higher of (x) theFair Market Value or (y) the Exercise Price of such Option. All of the Company�s outstanding redemption rightsunder this section are assignable by the Company at any time and shall remain in full force and effect in the event ofa Change in Control.

(iv) If at any time the Grantee�s Continuous Service with the Company or its Related Entities isterminated for Cause, (i) any Option that is vested but not exercised on the date of termination of the Grantee�sContinuous Service shall be immediately terminated, canceled and forfeited on such date, unless the Administratordetermines otherwise; and (ii) the Company shall have the right (but not the obligation) to require the Grantee to sellor redeem portion or all of the Shares held by the Grantee at the per share price of the lower of (x) the Fair MarketValue or (y) the Exercise Price of such Option (any of the forgoing repurchase, sale or redemption transaction, an�Employee Redemption�). For the avoidance of doubt, if the Company does not elect to effect an EmployeeRedemption, the Grantee shall remain bound by this Plan and the agreement of such securities (including theShareholders Agreement and the Option Agreement). All of the Company�s outstanding repurchase rights under thissection are assignable by the Company at any time and shall remain in full force and effect in the event of a Changein Control.

(v) Notwithstanding any other provision of this Plan, no Option which has not vested at the time ofcessation of Continuous Service shall ever be or become exercisable. No provision of this Section 8 is intended to orshall permit the exercise of an Option to the extent such Option is not exercisable upon cessation of ContinuousService.

(vi) Restriction on Exercise. Unless otherwise approved by the Administrator, the Options may not beexercised before the consummation of an IPO or a Corporate Transaction of the Company, and in connection with anIPO of the Company, any sale or transfer of Shares by the Grantee shall be subject to a one-hundred eighty (180)-daylock-up period (as provided in the Option Agreement) and the Company shall retain the right of first refusal withrespect to any sale or transfer of Shares by the Grantee.

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9. Conditions Upon Issuance of Shares.

(a) Shares shall not be issued pursuant to the exercise of the Options unless the exercise of such Options and theissuance and delivery of such Shares pursuant thereto shall comply with all Applicable Laws, and shall be further subject tothe approval of counsel for the Company with respect to such compliance. The grant of the Option, the Grantee�s ability toexercise the Option and sale of the Shares shall all be contingent upon the Company, a Related Entity or the Granteeobtaining approval from or filing with the competent SAFE authority for the related foreign exchange transaction. Theproceeds from the sale of the Shares may have to be repatriated into the PRC.

(b) As a condition to the exercise of an Option, the Company may require the person exercising such Option torepresent and warrant at the time of any such exercise that the Shares are being purchased only for investment and withoutany present intention to sell or distribute such Shares, and that the exercise of the Option by, and the delivery of Shares to theGrantee complies with all Applicable Laws, including the laws and regulations administered by SAFE.

(c) As a condition to the exercise of an Option, the Grantee shall grant a power of attorney to the then currentCEO of the Company to exercise the voting rights with respect to the Shares and the Company may require the personexercising such Option to acknowledge and agree to be bound by the provisions of the Shareholders Agreement entered intoby and among the Company and the shareholders of the Company from time to time (the �Shareholders Agreement�).

(d) As a condition to the exercise of an Option, the Administrator may require the Grantee to appoint andentrust a person or entity as designated by the Administrator to hold the Shares issuable to the Grantee upon exercise of theOption in trust for the Grantee. The Company shall bear all the costs in relation to such entrustment holding.

10. Adjustments Upon Changes in Capitalization. Subject to any required action by the shareholders of the Company, thenumber of Shares covered by each outstanding Option, and the number of Shares which have been authorized for issuance under thisPlan but as to which no Options have yet been granted or which have been returned to this Plan, the exercise or purchase price of eachsuch outstanding Option, the maximum number of Shares with respect to which Options may be granted to any Grantee in any fiscalyear of the Company, as well as any other terms that the Administrator determines require adjustment shall be proportionately adjustedfor (i) any increase or decrease in the number of issued Shares resulting from a share split, reverse share split, share dividend,combination or reclassification of the Shares, or similar transaction affecting the Shares, (ii) any other increase or decrease in thenumber of issued Shares effected without receipt of consideration by the Company, or (iii) as the Administrator may determine in itsdiscretion, any other transaction with respect to Shares including a corporate merger, consolidation, acquisition of property or equity,separation (including a spin-off or other distribution of shares or property), reorganization, liquidation (whether partial or complete) orany similar transaction; provided, however that conversion of any convertible securities of the Company shall not be deemed to havebeen �effected without receipt of consideration.� Such adjustment shall be made by the Administrator and its determination shall befinal, binding and conclusive. Except as the Administrator determines, no issuance by the Company of shares of any class, or securitiesconvertible into shares of any class, shall affect, and no adjustment by reason hereof shall be made with respect to, the number or priceof Shares subject to Options. In the event of a Spin-off Transaction, the Administrator may in its discretion make such adjustments andtake such other action as it deems appropriate with respect to outstanding Options under this Plan, including but not limited to:(i) adjustments to the number and kind of Shares, the exercise or purchase price per Share and the vesting periods of outstandingOptions, (ii) prohibit the exercise of Options during certain periods of time prior to the consummation of the Spin-off Transaction, or(iii) the substitution, exchange or grant of Options to purchase securities of the Subsidiary; provided that the Administrator shall not beobligated to make any such adjustments or take any such action hereunder.

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11. Corporate Transactions and Changes in Control.

(a) Termination of Option to the Extent Not Assumed in Corporate Transaction. Effective upon theconsummation of a Corporate Transaction, all outstanding Options under this Plan shall terminate. However, all such Optionsshall not terminate to the extent they are Assumed in connection with the Corporate Transaction as so determined by theBoard.

(b) Acceleration of Option Upon Corporate Transaction or Change in Control.

(i) Corporate Transaction. Except as provided otherwise in an individual Option Agreement, in theevent of a Corporate Transaction, for the Options that are neither Assumed nor Replaced, the Administrator shalldetermine whether such Options shall automatically become fully vested and exercisable and be released from anyrepurchase or forfeiture rights (other than repurchase rights exercisable at Fair Market Value) for all of the Shares atthe time represented by such Options, immediately prior to the specified effective date of such CorporateTransaction, provided that the Grantee�s Continuous Service has not terminated prior to such date. The Options thatare not Assumed shall terminate under subsection (a) of this Section 11 to the extent not exercised prior to theconsummation of such Corporate Transaction.

(ii) Change in Control. Except as provided otherwise in an individual Option Agreement, in the eventof a Change in Control (other than a Change in Control which also is a Corporate Transaction), the Administratorshall determine whether provision will be made in connection with the Change in Control for an appropriateassumption of the Option theretofore granted under this Plan (which assumption may be effected by means of apayment to each Grantee (by the Company or any other person or entity involved in the Change in Control), inexchange for the cancellation of the Options held by such Grantee, of the difference between the then Fair MarketValue of the aggregate number of shares then subject to such Options and the aggregate Exercise Price that wouldhave to be paid to acquire such shares) or for substitution of appropriate new options covering stock of a successorcorporation to the Company or stock of an affiliate of such successor corporation. If the Administrator determinesthat such an assumption or substitution will be made, the Administrator shall further determine whether each Optionwhich is at the time outstanding under this Plan shall automatically become fully vested and exercisable and bereleased from any repurchase or forfeiture rights (other than repurchase rights exercisable at Fair Market Value),immediately prior to the specified effective date of such Change in Control, for all of the Shares at the timerepresented by such Option, provided that the Grantee�s Continuous Service has not terminated prior to such date.

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12. Plan Term; Early Termination or Suspension of this Plan.

(a) Plan Term. This Plan shall become effective upon its adoption by the Board. The Board may at any timeamend, suspend or terminate this Plan. Unless terminated sooner by the Board, this Plan will automatically terminate on theday that is the tenth (10th) anniversary of its effective date. No Options may be granted under this Plan when this Plan issuspended or terminated.

(b) No Impairment of Rights. No suspension or termination of this Plan (including termination of this Planunder Section 12(a), above) shall adversely affect any rights under Options already granted to a Grantee.

13. Reservation of Shares.

(a) The Company, during the term of this Plan, will at all times reserve and keep available such number ofShares as shall be sufficient to satisfy the requirements of this Plan.

(b) The inability of the Company to obtain authority from any regulatory body having jurisdiction, whichauthority is deemed by the Company�s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shallrelieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authorityshall not have been obtained.

14. Drag-Along Events. The Option Agreement shall include a provision whereby in the event of a Drag-Along Event,the Grantees who hold any Shares upon exercise of the Options shall sell, transfer, convey or assign all of their Shares pursuant to, andso as to give effect to, the Drag-Along Event, and each of such Grantees shall grant to the then current CEO of the Company, a powerof attorney to transfer his/her Shares and to do and carry out all other acts and to sign all other documents that are necessary oradvisable to complete the Drag-Along Event.

15. IPO. The Option Agreement shall include a provision whereby in the case of an IPO, the Grantees shall enter into anyagreements with any underwriter, coordinator, bankers or sponsor elected by the Company for the purpose of the IPO, and each of suchGrantees shall grant to the then current CEO or other authorized officer of the Company a power of attorney to enter into anyagreements with any underwriter, coordinator, bankers or sponsor elected by the Company and to do and carry out all the acts and tosign all the documents that are necessary or advisable to complete the IPO.

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16. Miscellaneous.

(a) Use of Proceeds from Sales of Share. Proceeds from the sale of Shares pursuant to the exercise of theOptions will constitute general funds of the Company.

(b) Shareholder Rights. No Grantee will be deemed to be the holder of, or to have any of the rights of a holderwith respect to, any Share subject to an Option unless and until

(c) (i) such Grantee has satisfied all requirements for exercise of, or the issuance of the Share under, the Optionpursuant to its terms, and (ii) the issuance of the Shares subject to the Option has been entered into the books and records ofthe Company and the register of members of the Company has been accordingly updated.

(d) Employment Conditions. In accepting the Option, the Grantee acknowledges that:

(e) Any notice period mandated under the Applicable Laws shall not be treated as Continuous Service for thepurpose of determining the vesting of the Option; and the Grantee�s right to exercise the Option after termination ofContinuous Service, if any, will be measured by the date of termination of the Grantee�s active Continuous Service and willnot be extended by any notice period mandated under the Applicable Laws. Subject to the foregoing and the provisions ofthis Plan, the Company, in its sole discretion, shall determine whether the Grantee�s Continuous Service has terminated andthe effective date of such termination.

(f) The vesting of the Options shall cease upon the Grantee�s termination of Continuous Service for any reasonexcept as may be explicitly provided by this Plan or the Option Agreement.

(g) This Plan is established voluntarily by the Company. It is discretionary in nature and it may be modified,amended, suspended or terminated by the Company at any time.

(h) The grant of the Options is voluntary and occasional and does not create any contractual or other right toreceive future grants of any Options, or benefits in lieu of the Options, even if the Options have been granted repeatedly inthe past.

(i) All decisions with respect to future Option grants, if any, will be at the sole discretion of the Company.

(j) The Grantee�s participation in this Plan shall not create a right to further service with the Company or anyRelated Entity and shall not interfere with the ability of the Company or any Related Entity to terminate the Grantee�sContinuous Service at any time, with or without cause.

(k) The Grantee is voluntarily participating in this Plan.

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(l) The Option is not part of normal or expected compensation or salary for any purpose, including, but notlimited to, calculating any severance, resignation, termination, redundancy, end-of-service payments, bonuses, long-serviceawards, pension or retirement benefits or similar payments.

(m) If the Grantee is not an employee of the Company, the Option grant will not be interpreted to form anemployment contract or relationship with the Company; and furthermore the Option grant will not be interpreted to form anemployment contract with any Related Entity at any time, with or without Cause, and with or without notice. The ability ofthe Company or any Related Entity to terminate the employment of a Grantee who is employed at will is in no way affectedby its determination that the Grantee�s Continuous Service has been terminated for Cause for the purposes of this Plan.

(n) The future value of the underlying shares is unknown and cannot be predicted with certainty. If theunderlying shares do not increase in value, the Option will have no value. If the Grantee exercises the Option and obtains anyShares, the value of those Shares acquired upon exercise may increase or decrease in value, even below the Exercise Price.

(o) No claim or entitlement to compensation or damages arises from termination of the Option or diminution invalue of the Option or shares purchased through exercise of the Option resulting from termination of the Grantee�sContinuous Service (for any reason whether or not in breach of the Applicable Laws) and the Grantee irrevocably releases theCompany and each Related Entity from any such claim that may arise.

(p) Neither the Company nor any Related Entity is providing any tax, legal or financial advice to the Grantee inconnection with the Option, nor is the Company or any Related Entity making any recommendation regarding the Grantee�sparticipation in this Plan or the Grantee�s acquisition or sale of the underlying Shares of the Options.

(q) Except as specifically provided in a retirement or other benefit plan of the Company or a Related Entity, theOptions shall not be deemed compensation for purposes of computing benefits or contributions under any retirement plan ofthe Company or a Related Entity, and shall not affect any benefits under any other benefit plan of any kind or any benefit plansubsequently instituted under which the availability or amount of benefits is related to level of compensation.

(r) Unfunded Obligation. Any amounts payable to Grantees pursuant to this Plan shall be unfunded andunsecured obligations for all purposes. Neither the Company nor any Related Entity shall be required to segregate any moniesfrom its general funds, or to create any trusts, or establish any special accounts with respect to such obligations. TheCompany shall retain at all times beneficial ownership of any investments, including trust investments, which the Companymay make to fulfill its payment obligations hereunder. Any investments or the creation or maintenance of any trust or anyGrantee account shall not create or constitute a trust or fiduciary relationship between the Administrator, the Company or anyRelated Entity and a Grantee, or otherwise create any vested or beneficial interest in any Grantee or the Grantee�s creditors inany assets of the Company or a Related Entity. The Grantees shall have no claim against the Company or any Related Entityfor any changes in the value of any assets that may be invested or reinvested by the Company with respect to this Plan.

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(s) Construction. Captions and titles contained herein are for convenience only and shall not affect the meaningor interpretation of any provision of this Plan. Except when otherwise indicated by the context, the singular shall include theplural and the plural shall include the singular. Use of the term �or� is not intended to be exclusive, unless the context clearlyrequires otherwise.

(t) Electronic Delivery. Any reference herein to a �written� agreement or document will include any agreementor document delivered electronically or posted on the Company�s intranet (or other shared electronic medium controlled bythe Company to which the Grantee has access).

17. Governing Law; Arbitration.

(a) Governing Law. The laws of Hong Kong will govern all questions concerning the construction, validity andinterpretation of this Plan, without regard to any conflict of laws rules.

(b) Dispute Resolution. All and any of the disputes arising from and in connection with this Agreement shall bereferred to Hong Kong International Arbitration Center (�HKIAC�) for binding arbitration in Hong Kong by a sole arbitratorin accordance with the rules then in effect of the HKIAC. The parties shall jointly select the sole arbitrator. If the parties failto reach an agreement on the arbitrator, such an arbitrator shall be appointed by the Secretary-General of HKIAC. Thedecision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered onthe arbitrator�s decision in any competent court having jurisdiction. The parties to the arbitration shall each pay an equalshare of the costs and expenses of such arbitration, and each party shall separately pay for its respective counsel fees andexpenses, provided, however, that the prevailing party in any such arbitration shall be entitled to recover from the non-prevailing party its reasonable costs and attorney fees.

[Remainder of Page Intentionally Left Blank]

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Exhibit 10.2


FORM OF INDEMNIFICATION AGREEMENT

This Indemnification Agreement (the �Agreement�) is entered into as of by and between Phoenix Tree HoldingsLimited, a Cayman Islands company (the �Company�) and the undersigned, a [director/officer] of the Company (�Indemnitee�).

RECITALS

1. The Company recognizes that highly competent persons are becoming more reluctant to serve corporations asdirectors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification againstrisks of claims and actions against them arising out of their services to the corporation.

2. The Board of Directors of the Company (the �Board�) has determined that the inability to attract and retain highlycompetent persons to serve the Company would be detrimental to the best interests of the Company and its shareholders and that it isreasonable and necessary for the Company to provide adequate protection to such persons against risks of claims and actions againstthem arising out of their services to the Company.

3. The Company and Indemnitee do not regard the indemnities available under the Company�s memorandum andarticles of association, as now or hereinafter in effect (the �Articles of Association�) as adequate to protect Indemnitee against the risksassociated with his service to the Company.

4. The Company is willing to indemnify Indemnitee to the fullest extent permitted by applicable law, and Indemnitee iswilling to serve and continue to serve the Company on the condition that he be so indemnified.

AGREEMENT

In consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant andagree as follows:



I. Definitions

The following terms shall have the meanings defined below:

Change in Control shall be deemed to have occurred if, on or after the date of this Agreement, (i) any �person� (as such term isused in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the �Exchange Act�)), other than (a) a trustee orother fiduciary holding securities under an employee benefit plan of the Company acting in such capacity; (b) a corporation owneddirectly or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of ordinary shares ofthe Company; or (c) any current beneficial shareholder or group, as defined by Rule 13d-5 of the Exchange Act, including the heirs,assigns and successors thereof, of beneficial ownership, within the meaning of Rule 13d-3 of the Exchange Act, of securities possessingmore than 50% of the total combined voting power of the Company�s outstanding securities; hereafter becomes the �beneficial owner�(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 20% ofthe total combined voting power represented by the Company�s then outstanding ordinary shares, (ii) during any period of two(2) consecutive years, individuals who at the beginning of such period constitute the Board and any new director whose election by theBoard or nomination for election by the Company�s shareholders was approved by a vote of at least two thirds (2/3) of the directorsthen still in office who either were directors at the beginning of the period or whose election or nomination for election was previouslyso approved, cease for any reason to constitute a majority thereof, or (iii) the shareholders of the Company approve a merger orconsolidation of the Company with any other corporation other than a merger or consolidation which would result in the ordinary sharesof the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being convertedinto ordinary shares of the surviving entity) at least 80% of the total voting power represented by the ordinary shares of the Company orsuch surviving entity outstanding immediately after such merger or consolidation, or the shareholders of the Company approve a plan ofcomplete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series ofrelated transactions) all or substantially all of the Company�s assets.

Disinterested Director means a director of the Company who is not and was not a party to the Proceeding in respect of whichindemnification is sought by Indemnitee.

Expenses shall include damages, judgments, fines, penalties, settlements and costs, attorneys� fees and disbursements and costsof attachment or similar bond, investigations, liabilities, losses, taxes, any expenses paid or incurred in connection with investigating,defending, being a witness in, participating in (including on appeal), or preparing for any of the foregoing in, any Proceeding, and anytaxes, interests, assessments or other charges imposed as a result of the actual or deemed receipt of any payments under this Agreement;provided that if the Indemnitee provides his or her primary professional services based on an hourly fee rate (the �Hourly Rate�), theExpenses shall also include the product of the amount of time he or she shall spend for any Proceeding and the effective Hourly Rate.

Indemnifiable Event means any event or occurrence that takes place either before or after the execution of this Agreement,related to the fact that Indemnitee is or was a director or an officer of the Company, or any subsidiary or consolidated variable interestentity of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of anothercorporation, partnership, limited liability company, joint venture, trust or other entity, including services with respect to employeebenefit plans, or was a director or officer of an entity that was a predecessor of the Company or another entity at the request of suchpredecessor entity, or related to anything done or not done by Indemnitee in any such capacity.

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Independent Counsel means a law firm, or a member of a law firm, that is experienced in matters of corporation law andneither presently is, nor in the past five (5) years has been, retained to represent (i) the Company or Indemnitee in any matter material toeither such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees undersimilar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder.Notwithstanding the foregoing, the term �Independent Counsel� shall not include any person who, under the applicable standards ofprofessional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action todetermine Indemnitee�s rights under this Agreement.

Participant means a person who is a party to, or witness or participant (including on appeal) in, a Proceeding.

Proceeding means any threatened, pending, or completed action, suit or proceeding, or any inquiry, hearing or investigation,whether civil, criminal, administrative, investigative or other, including any appeal thereof, in which Indemnitee may be or may havebeen involved as a party or otherwise by reason of an Indemnifiable Event, including, without limitation, any threatened, pending, orcompleted action, suit or proceeding by or in the right of the Company.

Reviewing Party means (i) the Board by a majority vote of a quorum consisting of Disinterested Directors, or (ii) if a quorumof the Board consisting of Disinterested Directors is not obtainable or, even if obtainable, said Disinterested Directors sodirect, Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee.

II. Agreement To Indemnify

1. General Agreement. In the event Indemnitee was, is, or becomes a Participant in, or is threatened to be made aParticipant in, a Proceeding, the Company shall indemnify the Indemnitee from and against any and all Expenses which Indemniteeincurs or becomes obligated to incur in connection with such Proceeding, to the fullest extent permitted by applicable law, even if suchindemnification is not specifically authorized by the other provisions of this Agreement or any other agreement, the Articles ofAssociation, or by statute. In the event of any change after the date of this Agreement in any applicable law, statute or rule whichexpands the right of a Cayman Islands company to indemnify a member of its Board of Directors or an officer, it is the intent of theparties hereto that Indemnitee shall enjoy by this Agreement the greater benefits afforded by such change. In the event of any change inany applicable law, statute or rule which narrows the right of a Cayman Islands company to indemnify a member of its Board ofDirectors or an officer, such change, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement,shall have no effect on this Agreement or the parties� rights and obligations hereunder except as set forth in Section 3 hereof.

2. Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by theCompany for a portion of Expenses, but not for the total amount of Expenses, the Company shall indemnify the Indemnitee for theportion of such Expenses to which Indemnitee is entitled.

3. Exclusions. Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled toindemnification under this Agreement:

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(a) to the extent that payment is actually made to Indemnitee under a valid, enforceable and collectibleinsurance policy, except in respect of any excess beyond the amount of payment under such insurance policy;

(b) to the extent that Indemnitee is fully indemnified and actually paid other than pursuant to this Agreement;

(c) in connection with any Proceeding initiated by Indemnitee against the Company, any director or officer ofthe Company or any other party, and not by way of defense, unless (i) the Company has joined in or the Reviewing Party (as definedherein) has consented to the initiation of such Proceeding; or (ii) the Proceeding is one to enforce indemnification rights under thisAgreement or any applicable law;

(d) to the extent the Proceeding is brought about by the conduct of the Indemnitee that is finally adjudicated to(i) have been knowingly fraudulent or deliberately dishonest or to have constituted willful misconduct, and (ii) be material to the causeof action so adjudicated;

(e) for any judgment, fine or penalty which the Company is prohibited by applicable law from paying asindemnity;

(f) arising out of Indemnitee�s personal tax matter; or

(g) arising out of Indemnitee�s breach of an employment agreement with the Company (if any) or any otheragreement with the Company or any of its subsidiaries.

4. No Employment Rights. Nothing in this Agreement is intended to create in Indemnitee any right to continuedemployment with the Company.

5. Contribution. If the indemnification provided in this Agreement is unavailable and may not be paid to theIndemnitee for any reason other than those set forth in Section II. 3, then the Company shall contribute to the amount of Expenses paidin settlement actually and reasonably incurred and paid or payable by the Indemnitee in such proportion as is appropriate to reflect(i) the relative benefits received by the Company on the one hand and by the Indemnitee on the other hand from the transaction fromwhich such Proceeding arose, and (ii) the relative fault of the Company on the one hand and of the Indemnitee on the other hand inconnection with the events which resulted in such Expenses, as well as any other relevant equitable considerations. The relative fault ofthe Company on the one hand and of the Indemnitee on the other hand shall be determined by reference to, among other things, theparties� relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in suchExpenses, judgments, fines or settlement amounts. The Company agrees that it would not be just and equitable if contribution pursuantto this Section II. 5 were determined by pro rata allocation or by any other method of allocation which does not take account of theforegoing equitable considerations.

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III. Indemnification Process

1. Notice and Cooperation By Indemnitee. Indemnitee shall give the Company notice in writing as soon as practicableof any claim made against Indemnitee for which indemnification will or could be sought under this Agreement. Notice to the Companyshall be given in accordance with Section VI.7 below. In addition, Indemnitee shall give the Company such information and cooperationas the Company may reasonably request.

2. Indemnification Payment.

(a) Advancement of Expenses. Indemnitee may submit a written request with reasonable particulars to theCompany requesting that the Company advance to Indemnitee all Expenses that may be reasonably incurred in advance by Indemniteein connection with a Proceeding. The Company shall, within ten (10) business days of receiving such a written request by Indemnitee,advance all requested Expenses to Indemnitee. Any excess of the advanced Expenses over the actual Expenses will be repaid to theCompany.

(b) Reimbursement of Expenses. To the extent Indemnitee has not requested any advanced payment ofExpenses from the Company, Indemnitee shall be entitled to receive reimbursement for the Expenses incurred in connection with aProceeding from the Company as soon as practicable after Indemnitee makes a written request to the Company for reimbursement.

(c) Determination by the Reviewing Party. Notwithstanding the foregoing, (i) the obligations of the Companyunder Section II.1 shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any casein which the Independent Counsel referred to in Section III.2(e) hereof is involved) that the Indemnitee would not be permitted to beindemnified under applicable law or the Company�s Articles of Association, and (ii) the obligation of the Company to make an advancepayment of Expenses to the Indemnitee pursuant to Section III. 2(a) shall be subject to the condition that, if, when and to the extent thatthe Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law or the Company�sArticles of Association, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company)for all such amounts theretofore paid; provided, however, that if Indemnitee has commenced or thereafter commences legal proceedingsin a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, anydetermination made by the Reviewing Party that the Indemnitee would not be permitted to be indemnified under applicable law shallnot be binding and Indemnitee shall not be required to reimburse the Company for any advanced Expenses until a final judicialdetermination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). The Indemnitee�sobligation to reimburse the Company for any advanced Expenses shall be unsecured and no interest shall be charged thereon. If therehas not been a Change in Control, the Reviewing Party shall be selected by the Board, and if there has been such a Change in Control(other than a Change in Control which has been approved by a majority of the Company�s Board who were directors immediately priorto such Change in Control), the Reviewing Party shall be the Independent Counsel referred to in Section III.2(e) hereof.

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(d) Enforcement of Indemnification Rights. If there has been no determination by the Reviewing Party or if theReviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part underapplicable law, or if Indemnitee has not otherwise been paid in full within 30 days after a written demand has been received by theCompany, Indemnitee shall have the right to commence litigation in any court having subject matter jurisdiction thereof and in whichvenue is proper to recover the unpaid amount of the demand (an �Enforcement Proceeding�) and, if successful in whole or inpart, Indemnitee shall be entitled to be paid any and all Expenses in connection with such Enforcement Proceeding. The Companyhereby consents to service of process and to appear in any such proceeding.

(e) Change in Control. The Company agrees that if there is a Change in Control of the Company (other than aChange in Control which has been approved by a majority of the Company�s Board who were directors immediately prior to suchChange in Control) then, with respect to all matters thereafter arising concerning the rights of Indemnitees to payments of Expensesunder this Agreement or any other agreement or under the Company�s Articles of Association, Independent Counsel shall be selectedby the Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among otherthings, shall render its written opinion to the Company and Indemnitee as to whether and to what extent Indemnitee would be permittedto be indemnified under applicable law, and the Company agrees to abide by such opinion. The Company agrees to pay the reasonablefees of the Independent Counsel referred to above and to fully indemnify such counsel against any and all expenses (includingattorneys� fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

3. Assumption of Defense. In the event the Company is obligated under this Agreement to advance or bear anyExpenses for any Proceeding against Indemnitee, the Company shall be entitled to assume the defense of such Proceeding, with counselapproved by Indemnitee, upon delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approvalof such counsel by Indemnitee in writing and the retention of such counsel by the Company, the Company will not be liable toIndemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding,unless (i) the employment of counsel by Indemnitee has been previously authorized by the Company, (ii) Indemnitee shall havereasonably concluded that, based on written advice of counsel, there may be a conflict of interest of such counsel retained by theCompany between the Company and Indemnitee in the conduct of any such defense, or that counsel selected by the Company may notbe adequately representing Indemnitee, or (iii) the Company ceases or terminates the employment of such counsel with respect to thedefense of such Proceeding, in any of which events the fees and expenses of Indemnitee�s counsel shall be at the expense of theCompany. At all times, Indemnitee shall have the right to employ counsel in any Proceeding at Indemnitee�s expense.

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4. Defense to Indemnification, Burden of Proof and Presumptions. It shall be a defense to any action brought byIndemnitee against the Company to enforce this Agreement that it is not permissible under this Agreement or applicable law for theCompany to indemnify the Indemnitee for the amount claimed. In connection with any such action or any determination by theReviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified under this Agreement, the burden of proving such adefense or determination shall be on the Company. Neither the failure of the Reviewing Party or the Company to have made adetermination prior to the commencement of such action by Indemnitee that indemnification is proper under the circumstances becauseIndemnitee has met the standard of conduct set forth in applicable law, nor an actual determination by the Reviewing Party or theCompany that Indemnitee had not met such applicable standard of conduct shall be a defense to the action or create a presumption thatIndemnitee has not met the applicable standard of conduct.

5. No Settlement Without Consent. Neither party to this Agreement shall settle any Proceeding in any manner thatwould impose any damage, loss, penalty or limitation on Indemnitee without the other party�s written consent. Neither the Companynor Indemnitee shall unreasonably withhold its consent to any proposed settlement.

6. Company Participation. Subject to Section II.5, the Company shall not be liable to indemnify the Indemnitee underthis Agreement with regard to any judicial action if the Company was not given a reasonable and timely opportunity, at its expense, toparticipate in the defense, conduct and/or settlement of such action.

IV. Director and Officer Liability Insurance

1. Liability Insurance. The Company shall obtain and maintain a policy or policies of insurance with reputableinsurance companies providing the officers and directors of the Company with coverage for losses incurred in connection with theirservices to the Company or to ensure the Company�s performance of its indemnification obligations under this Agreement. To theextent the Company determines that it is no longer practicable for the Company to maintain such insurances, it shall notify promptly itsdirectors and officers before it terminates such insurances and such termination must be approved by the majority of the Company�sdirectors.

2. Coverage of Indemnitee. To the extent the Company maintains an insurance policy or policies providing directors�and officers� liability insurance, Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to themaximum extent of the coverage available for any of the Company�s directors or officers.

3. No Obligation. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain anydirector and officer insurance policy if a majority of the Company�s directors determines in good faith that such insurance is notreasonably available in the case that (i) premium costs for such insurance are disproportionate to the amount of coverage provided,(ii) the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or (iii) Indemnitee iscovered by similar insurance maintained by a parent or subsidiary of the Company.

V. Non-Exclusivity; Federal Preemption; Term

1. Non-Exclusivity. The indemnification provided by this Agreement shall not be deemed exclusive of any rights towhich Indemnitee may be entitled under the Articles of Association, any vote of shareholders or directors, applicable law or any writtenagreement between Indemnitee and the Company (including its subsidiaries and affiliates). The indemnification provided under thisAgreement shall continue to be available to Indemnitee for any action taken or not taken while serving in an indemnified capacity eventhough he may have ceased to serve in any such capacity at the time of any Proceeding.

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2. Federal Preemption. Notwithstanding the foregoing, both the Company and Indemnitee acknowledge that in certaininstances, U.S. federal law or public policy may override applicable law and prohibit the Company from indemnifying its directors andofficers under this Agreement or otherwise. Such instances include, but are not limited to, the U.S. Securities and ExchangeCommission�s prohibition on indemnification for liabilities arising under certain U.S. federal securities laws. Indemnitee understandsand acknowledges that the Company has undertaken or may be required in the future to undertake with the U.S. Securities andExchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of theCompany�s right under public policy to indemnify Indemnitee.

3. Duration of Agreement. All agreements and obligations of the Company contained herein shall continue during theperiod Indemnitee is an officer and/or a director of the Company (or is or was serving at the request of the Company as a director,officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue thereafter solong as Indemnitee shall be subject to any Proceeding by reason of his former or current capacity at the Company or any other enterprise(including service with respect to employee benefit plans) at the Company�s request, whether or not he is acting or serving in any suchcapacity at the time any Expense is incurred for which indemnification can be provided under this Agreement. This Agreement shallcontinue in effect regardless of whether Indemnitee continues to serve as an officer and/or a director of the Company or any otherenterprise at the Company�s request.

VI. Miscellaneous

1. Amendment of this Agreement. No supplement, modification, or amendment of this Agreement shall be bindingunless executed in writing by the parties hereto. No waiver of any of the provisions of this Agreement shall operate as a waiver of anyother provisions (whether or not similar), nor shall such waiver constitute a continuing waiver. Except as specifically provided in thisAgreement, no failure to exercise or any delay in exercising any right or remedy shall constitute a waiver.

2. Subrogation. In the event of payment to Indemnitee by the Company under this Agreement, the Company shall besubrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and shalldo everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Companyto bring suit to enforce such rights.

3. Assignment; Binding Effect. Neither this Agreement nor any of the rights or obligations hereunder may be assignedby either party hereto without the prior written consent of the other party; except that the Company may, without such consent, assign allsuch rights and obligations to a successor in interest to the Company which assumes all obligations of the Company under thisAgreement in a written agreement in form and substance satisfactory to Indemnitee. Notwithstanding the foregoing, this Agreementshall be binding upon and inure to the benefit of and be enforceable by and against the parties hereto and the Company�s successors(including any direct or indirect successor by purchase, merger, consolidation, or otherwise to all or substantially all of the business and/or assets of the Company) and assigns, as well as Indemnitee�s spouses, heirs, and personal and legal representatives.

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4. Severability and Construction. Nothing in this Agreement is intended to require or shall be construed as requiringthe Company to do or fail to do any act in violation of applicable law. The Company�s inability, pursuant to a court order, to perform itsobligations under this Agreement shall not constitute a breach of this Agreement. In addition, if any portion of this Agreement shall beheld by a court of competent jurisdiction to be invalid, void, or otherwise unenforceable, the remaining provisions shall remainenforceable to the fullest extent permitted by applicable law. The parties hereto acknowledge that they each have opportunities to havetheir respective counsels review this Agreement. Accordingly, this Agreement shall be deemed to be the product of both of the partieshereto, and no ambiguity shall be construed in favor of or against either of the parties hereto.

5. Counterparts. This Agreement may be executed in two (2) counterparts, both of which taken together shall constituteone instrument.

6. Governing Law. This agreement and all acts and transactions pursuant hereto and the rights and obligations of theparties hereto shall be governed, construed and interpreted in accordance with the laws of the State of New York, U.S.A., without givingeffect to conflicts of law provisions thereof.

7. Notices. All notices, demands, and other communications required or permitted under this Agreement shall be madein writing and shall be deemed to have been duly given if delivered by hand, against receipt, on the date of delivery, or mailed, on thethird business day after mailing, postage prepaid, certified or registered mail, return receipt requested, and addressed to the Company at:

Phoenix Tree Holdings LimitedRoom 212, Chao Yang Shou Fu8 Chao Yang Men Nei StreetDongcheng District, Beijing 100010People�s Republic of ChinaAttention: Mr. Jason Zheng Zhang

and to Indemnitee at:

[Name][Address][Address][Address]

Notice of change of address shall be effective only when done in accordance with this Section.

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8. Certain Relationships. The obligations and rights created under this Agreement shall not be affected by anyamendment to the Company�s Articles of Association or any other agreement or instrument to which Indemnitee is not a party, and shallnot diminish any other rights which Indemnitee now or in the future has against the Company or any other person or entity.

9. Acknowledgment. The Company expressly acknowledges that it has entered into this Agreement and assumed theobligations imposed on the Company under this Agreement in order to induce Indemnitee to serve or to continue to serve as a directoror officer and acknowledges that Indemnitee is relying on this Agreement in serving or continuing to serve in such capacity. TheCompany further agrees to stipulate in any court proceeding that the Company is bound by all of the provisions of this Agreement.

10. Period of Limitations. No legal action shall be brought and no cause of action shall be asserted by or in the right ofthe Company against Indemnitee, or Indemnitee�s estate, heirs, executors, administrators or personal or legal representatives after theexpiration of two years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall beextinguished and deemed released unless asserted by the timely filing of a legal action within such two-year period; provided, however,that if any shorter period of limitations is otherwise applicable to any such cause of action, such shorter period shall govern.

11. Entire Agreement. This Agreement constitutes the entire agreement and supersedes all prior agreements andunderstandings, both written and oral, between the parties with respect to the subject matter hereof.

[Signature page follows]

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IN WITNESS WHEREOF, the parties hereto execute this Agreement as of the date first written above.


Name:Title:

INDEMNITEE

Name:



Exhibit 10.3


FORM OF EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement, dated as of , 20 (this �Agreement�), is executed by andbetween Phoenix Tree Holdings Limited, an exempted company with limited liability incorporated and existing under the laws of theCayman Islands (the �Company�) and (holding passport of with passport number of /PRCIdentification Card No. ) (the �Executive�).

RECITALS

The Company desires to employ the Executive, and the Executive agrees to be employed by the Company, and act asof the Company, all pursuant to the terms and conditions of this Agreement;

NOW, THEREFORE, the parties hereto agree as follows:

1. TERM OF EMPLOYMENT

1.1 The Company shall employ the Executive to take the position as set forth in Article 2 hereof, perform the duties andresponsibilities as set forth in Article 2 hereof, and render services to the Company during a term of five (5) yearscommencing on , 20 and ending on , 20 (the �Term�) . The Term may be earlyterminated pursuant to the provisions of Articles 4 and 5 hereof.

2. POSITION, DUTIES AND RESPONSIBILITIES

2.1 Position. The Executive shall be employed and act as the of the Company with all responsibilitiesthat are customary for such officer, as well as other responsibilities reasonably assigned to the Executive by theCompany. The Executive may take position in any Affiliate (as defined in Article 2.2 hereof) of the Company and ishereby appointed as of , an Affiliate of the Company, subject to the approval of suchappointment by the board of directors of such Affiliate, and shall initially work in Shanghai, China. The entity inwhich the Executive takes position and the location where the Executive works may be appropriately adjustedaccording to the operative demands of the Company in the future. The Executive shall use his/her best efforts toperform his/her duties and shall comply with all applicable laws, regulations and rules as well as the memorandumand articles of association and corporate and business policies and procedures of the Company. The Executive shalladhere to good business ethics and practices and shall not take advantage of his/her position for personal gains.

2.2 For the purpose of this Agreement, �Affiliate� means any entity directly or indirectly controlled by the Company. Forthe purpose of this Article, �Control� means the direct or indirect possession of the power to direct or cause to directthe management and policies of such entity, whether through ownership of voting securities, by contract or otherwise,including, without limitation, (a) the direct or indirect ownership of 50% or more of the outstanding stocks or otherequity interests issued by such entity, (b) direct or indirect ownership of the 50% or more voting power of such entity,or (c) the power to appoint, directly or indirectly, a majority of the members of the board of directors or other similardecision-making organization of such entity.



2.3 Voting Restriction. If the Executive is elected as a director of the Company, the Executive shall refrain from voting, inhis/her capacity of a director of the Company, on matters in relation to his/her employment or termination of his/heremployment at meetings of the board of directors of the Company.

2.4 Other Activities. Except with the prior written approval of the Company, the Executive shall not render commercial orprofessional services of any nature to any person or organization, whether or not for compensation; and the Executivewill not directly or indirectly engage, participate, invest, finance or otherwise assist in any business activity that ispotentially competitive in any manner with the business of the Company or any Affiliate or any business activity thatmay cause the Executive to be in conflict of interest with the Company or any Affiliate, whether or not for profit.

3. COMPENSATION AND BENEFITS

As full consideration for the services to be provided by the Executive under this Agreement and as full compensation for theobligations and restrictions to be imposed on the Executive by this Agreement, the Company shall or have its Affiliate in whichthe Executive holds a position, as the case may be, pay the Executive, and the Executive agrees to accept, the base salary,bonus, share option and other incentive programs, and other benefits as set forth in this Article 3.

3.1 Base salary. The Company shall pay base salaries to the Executive in the amount and by the means as set forth inPart I of Exhibit A hereof.

3.2 Bonus. The Executive may be entitled to the performance-based bonus as set forth in Part II of Exhibit A hereof.

3.3 Share Options and Other Incentive Programs. The Executive shall be eligible to participate in any share option orother incentive program available to officers or employees of the Company as determined by the Company.

3.4 Benefits. The Executive will be eligible to receive any benefit as the Company or the Affiliate with which theExecutive works generally provides to its other employees of comparable position in accordance with the benefitplans established and amended from time to time at its sole discretion by the Company or such Affiliate, includingwithout limitation, various mandatory health care, insurance and pension plans required in the jurisdiction where theCompany or such Affiliate is located. The annual paid leave of the Executive shall be [twenty (20)] working days.

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4. TERMINATION BY THE COMPANY.

4.1 Termination for Cause. For purposes of this Agreement, unless otherwise provided under applicable laws, �Cause�will exist at any time after the occurrence of one or more of the following events: (a) the Executive commits willfulmisconduct or gross negligence in performance of his duties hereunder (�Malfeasance�) and fails to correct suchMalfeasance within a reasonable period specified by the Company after the Company has sent the Executive a writtennotice demanding correction within such a period; (b) the Executive has committed Malfeasance and has causedserious losses and damages to the Company; (c) the Executive seriously violates the internal rules of the Company andfails to correct such violation within a reasonable period specified by the Company after the Company has sent theExecutive a written notice demanding correction within such a period; (d) the Executive has seriously violated theinternal rules of and has caused serious losses and damages to the Company; (e) the Executive is convicted by a courtof competent jurisdiction or has pleaded guilty of theft, fraud or other criminal offense; or (f) the Executive seriouslybreaches his/her duty of loyalty to the Company or an Affiliate under the laws of the Cayman Islands, the PRC orother relevant jurisdictions. The Company may terminate the employment of the Executive for Cause at any timewithout prior written notice. Upon termination, the Company shall pay all compensation of the Executive accrued upto the date of termination pursuant to Article 3 hereof and severance payments as expressly required by applicablelaw; provided, however, that the Company may deduct and withhold any amount it is entitled to as damages underapplicable laws. Thereafter, all obligations of the Company under this Agreement shall terminate.

4.2 Termination without Cause. The Company may terminate the Executive�s employment by a three-month prior writtennotice. Upon termination, the Company shall pay all compensation of the Executive accrued up to the date oftermination pursuant to Article 3 hereof; provided, however, that the Company may deduct and withhold any amountit is entitled to as damages under applicable laws. Thereafter, all obligations of the Company under this Agreementshall terminate.

4.3 Termination By Reason of Death. The employment of the Executive by the Company shall be automatically ceasedupon the death of the Executive. In the event that employment of the Executive by the Company terminates as a resultof the Executive�s death, the Executive�s estate or heirs will receive all unpaid compensation accrued as of the date ofthe termination of the employment as provided in Article 3 hereof; provided that, the Company may deduct andwithhold any amount it is entitled to as damages under applicable laws. Thereafter, all obligations of the Companyunder this Agreement shall terminate. Nothing contained herein shall prevent the estate or heirs of the Executive frombeing entitled to any interest or other applicable benefits under any life insurance programs (if any). If the death of theExecutive occurs during the performance of his/her duties for the Company, the Company shall pay to the appropriatebeneficiaries a special compensation at an amount to be determined by the Company which shall not exceed theannual base salary of the Executive as set forth in Article 3.1 hereof.

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4.4 Termination By Reason of Disability. In the event that the Executive is entitled to long-term disability benefits of theCompany, or in the event that, in the judgment of the Company, the Executive is not able to perform his/her duties for90 consecutive days or 120 days or longer in a 12-month period due to his/her physical or psychological problems, theCompany may terminate the Executive�s employment, provided that such termination is permitted by the law. Upontermination, the Company shall pay all compensation of the Executive accrued up to the date of termination pursuantto Article 3 hereof; provided, however, that the Company may deduct and withhold any amount it is entitled to asdamages under applicable laws. Thereafter, all obligations of the Company under this Agreement shall terminate. Theprovisions of this Article 4.3 shall not affect the Executive�s rights under any disability program that he/sheparticipates (if any).

5. TERMINATION BY THE EXECUTIVE

5.1 The Executive may voluntarily terminate his/her employment with the Company with or without cause by a three-month prior written notice. During such three-month notice period, the Executive shall continue to perform diligentlyhis/her duties and responsibilities under this Agreement. The Company shall have the discretion to terminate itsemployment with the Executive prior to the last day of such three-month period; provided that the Company shallhave paid the Executive all of his/her compensation accrued through the last day of such three-month period pursuantto Article 3 hereof; provided further that the Company may deduct and withhold any amount it is entitled to asdamages under applicable laws. Thereafter, the Company�s obligations hereunder shall terminate. In such case, theCompany shall not be responsible for paying any severance pay or other benefits to the Executive.

6. RESPONSIBILITIES UPON TERMINATION

6.1 Return of Documents. The Executive agrees to promptly return to the Company all documents and materials in anyform received by the Executive by virtue of his/her employment with the Company upon or prior to the termination ofhis/her employment with the Company, including, without limitation, all originals and copies of any ProprietaryInformation as defined in Article 8 hereof as well as any part thereof, together with all equipment and other tangibleor intangible assets of the Company. The Executive agrees not to retain any document or material that contains suchProprietary Information or any copy thereof.

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6.2 Survival. The Executive further agrees that (a) all representations, warranties and obligations under Articles 6, 7, 8, 9,11 and 14 hereof shall survive the termination or expiration of the Term; (b) all representations, warranties andobligations under Articles 6, 7, 8, 9, 11 and 14 hereof shall also survive the termination of this Agreement; and(c) after termination or expiration of the Term, the Executive shall use his/her best efforts to cooperate with theCompany in connection with such surviving obligations, including, without limitation to, completion of outstandingwork on behalf of the Company, transfer of his/her assignments to designated employees of the Company, and defenseof the Company against claims raised by any third party in connection with any action or negligence of the Executiveduring his employment with the Company.

7. RESTRICTED ACTIVITIES

7.1 No-use of Proprietary Information. The Executive acknowledges that to conduct any activity restricted in thisArticle will certainly involve the use or disclosure of Proprietary Information as defined in Article 8 hereof andconsequently result in a breach of such Article, and it will be difficult to directly demonstrate a breach of Article 8hereof. Therefore, in order to prevent the Executive from using or disclosing the Proprietary Information as defined inArticle 8 and as a condition to employing the Executive, the Executive agrees that during his/her employment with theCompany and for a period of one year after the termination or expiration of the employment, the Executive shall not,directly or indirectly:

(a) refer or attempt to refer to any third party any business in which the Company or its Affiliates currentlyengage or will likely engage or participate, including, without limitation, solicitation or provision of anybusiness or services that are essentially similar to the business of the Company or its Affiliates on behalf ofany individual, company or other entity who was then an existing or prospective customer, supplier or partnerof the Company or its Affiliates.

(b) seek to solicit the services of any employees who is employed by the Company or its Affiliates on or afterthe date of the Executive�s termination, or in the year preceding such termination, without the prior writtenconsent of the Company.

7.2 Non-Competition

(a) During the Restrictive Period set forth in Article 7.2(b) hereof, the Executive shall not, directly or indirectly,engage in any manner in any business that may compete with the business of the Company anywhere in theworld, and without the prior written consent of the Company, the Executive shall not, directly or indirectly,anywhere in the world, own an interest in, manage, operate, join, control, lend money or render financial orother assistance to or participate in or be connected with, as an officer, employee, partner, stockholder,principal, licensor, consultant or otherwise, any person that competes with the Company. During theRestrictive Period, the Executive shall not approach financial institutions, dealers or other persons or entitiesintroduced to the Executive in his or her capacity as a representative of the Company for the purpose ofdoing business with such persons or entities that will harm the Company�s business relationships with thesepersons or entities.

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(b) In this Article 7.2, �Restricted Period� shall mean the Term of this Agreement and one (1) year after theexpiration or early termination thereof.

(c) In the event that the Executive is in breach of the provisions of Article 7.2(a) hereof, the Restricted Periodshall be extended by the length of the period of such breach.

(d) The Executive acknowledges that the compensation to be paid by the Company shall have contained any andall economic consideration for each and all obligations of the Executive under this Article 7.2.

7.3 Enforceability. Each covenant contained in this Article 7 constitutes an independent covenant, and if any covenant inunenforceable, other covenants shall continue to be valid and binding. In the event the term of any restriction or theterritorial restriction contained in this Article 7 is finally determined by a competent court to have exceeded themaximum extent deemed reasonable and enforceable by such court, then this Agreement shall be amended as such toadopt the longest term or largest territory deemed by such court to be enforceable.

7.4 Independent Covenant. All covenants contained in this Article 7 shall be interpreted as a separate agreementindependent of other provisions of this Agreement. Any lawsuit or claim brought by the Executive against theCompany (whether by virtue of this Agreement or any other agreement) shall not constitute a defense against theenforcement of this Article 7 by the Company.

8. PROPRIETARY INFORMATION

8.1 The Executive agrees that during his/her employment with the Company and within two (2) years after termination ofhis/her employment with the Company, he/she will keep in strict confidence all Proprietary Information and, withoutthe prior written consent of the Company, will not use or disclose to any individual, entity or company the ProprietaryInformation other than the use or disclosure for the purposes of performing his/her duties and responsibilities and infavor of the Company or pursuant to applicable law to the extent necessary. �Proprietary Information� shall mean anyproprietary, confidential or secret information disclosed to the Executive in connection with the Company, thebusiness of the Company, or subsidiaries, Affiliates, customers or business partners of the Company or their respectivebusinesses, or any third party to which the Company has confidentiality obligation (the �Related Party�) or itsbusiness. Such Proprietary Information shall include, without limitation, trade secrets, manuals, hardware, customers�personal information, terms of business agreements and contracts, research materials, business strategies, personnelinformation, market information, technical materials, forecasts, promotion, financial and other business information ofthe Company or the Related Parties, no matter such information is directly or indirectly disclosed to the Executive inwriting, orally, in the form of image or object or otherwise. The Executive understands that the ProprietaryInformation does not include any of the foregoing that has become known to the public other than as a result ofdisclosure by the Executive in breach hereof.

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9. INTELLECTUAL PROPERTY

9.1 Inventions Retained and Licensed. Exhibit B of this Agreement sets forth all inventions which were made by theExecutive prior to his/her employment with the Company (collectively, the �Prior Inventions�), including allprocesses, inventions, technology, original works of authorship, developments, improvements, formulas, patents,discoveries, copyrights and trade secrets. Such Prior Inventions, which belong to the Executive and are related to theCompany�s proposed business, products or research and development, are not assigned to the Company hereunder. Incase that there is no Prior Invention listed in Exhibit B hereof, the Executive hereby confirms that no Prior Inventionexist. If in the course of his/her employment with the Company, the Executive incorporates into a Company product,process, machine or other project a Prior Invention owned by the Executive or in which the Executive has an interest,the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide licenseto make, have made, modify, use, sell and engage in other actions with respect to such Prior Invention as part of or inconnection with such product, process or machine.

9.2 Assignment of Inventions. The Executive agrees that he/she will promptly make full written disclosure to theCompany in confidence, will hold in trust for the sole right and benefit of the Company, and hereby assign to theCompany, or its designee, without further compensation, all his/her right, title, and interest in and to any and allinventions, designs, original works of authorship, developments, concepts, improvements or trade secrets, whether ornot patentable or registrable under copyright or similar laws, which the Executive may solely or jointly conceive ordevelop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of timethe Executive is in the employment of the Company and within twelve (12) months after the termination or expirationof the employment (collectively referred to as �Inventions�), except as provided in Article 9.3 below. The Executivefurther agrees to use best efforts to assist the Company in obtaining and enforcing patents, copyrights and other legalrights for these Inventions. The Executive further agrees that all patentable and copyrightable works which are madeby the Executive (solely or jointly with others) within the scope of and during the period of his/her employment withthe Company, are �works made for hire� and the Executive hereby assigns all proprietary rights, including patent andcopyright, in these works to the Company without further compensation.

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9.3 Unrelated Inventions. Inventions as referenced to in Article 9.2 hereof does not include inventions which theExecutive can demonstrate to be developed entirely on his/her own time without using the Company�s equipment,supplies, facilities or trade secret information (the �Unrelated Inventions�), unless those inventions that are either(i) related at the time of conception or reduction to practice of the invention to the Company�s business, or actual ordemonstrably anticipated research or development of the Company, or (ii) result from any work performed byExecutive for the Company. The Executive agrees to disclose promptly to the Company all such Unrelated Inventionsand to provide the Company or its assignee first rights of refusal to license such disclosed Unrelated Inventions withinthree months after his/her disclosure of such Unrelated Inventions based on commercially negotiated terms.

9.4 Maintenance of Records. The Executive agrees to keep and maintain adequate and current written records of allInventions made by the Executive (solely or jointly with others) during the term of his/her employment with theCompany. The records will be in the form of notes, sketches, drawings, and any other format that may be specified bythe Company. The records will be available to and remain the sole property of the Company at all times.

9.5 Patent and Copyright Registrations.

(a) The Executive agrees to assist the Company, or its designee, upon the instruction of the Company, in everyproper way to secure the Company�s rights in the Inventions and any copyrights, patents or other intellectualproperty rights relating thereto in any and all countries, including the disclosure to the Company of allpertinent information and data with respect thereto, the execution of all applications, specifications, oaths,assignments and all other instruments which the Company shall deem necessary in order to apply for andobtain such rights and in order to assign and convey to the Company, its successors, assigns, and nomineesthe sole and exclusive rights, title and interest in and to such Inventions, and any copyrights, patents or otherintellectual property rights relating thereto.

(b) The Executive further agrees that his/her obligation to execute or cause to be executed any such instrumentor papers shall continue after the termination of this Agreement. If the Company is unable because of theExecutive�s mental or physical incapacity or for any other reason to secure his/her signature to apply for orto pursue any application for any domestic or foreign patents or copyright registrations covering Inventionsassigned to the Company as above, then the Executive hereby irrevocably designates and appoints theCompany and its duly authorized officers and agents as his/her agent and attorney in fact, to act for and inhis/her behalf and stead to execute and file any such applications and to do all other lawfully permitted actsto further the prosecution and issuance of letters patent or copyright registrations thereon with the same legalforce and effect as if executed by the Executive.

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10. INFORMATION OF PREVIOUS EMPLOYER

10.1 The Executive agrees that during his/her employment with the Company he/she will not inappropriately use ordisclose any proprietary information or trade secrets owned by any previous employer of the Executive or any otherindividual or entity obtained prior to his/her employment with the Company, nor will he/she bring to the Companyany such non-public document or proprietary information.

11. INFORMATION OF THIRD PARTIES

11.1 The Executive hereby acknowledges that the Company has received and may continue to receive from third partiesconfidential or proprietary information. The Executive agrees to keep in strict confidence all of such confidential orproprietary information in his/her possession and to refrain from using or disclosing to any individual, entity orcompany such confidential or proprietary information, except that such use or disclosure is in compliance with theagreement between the Company and such third party and is necessary for the performance of relevant work on behalfof the Company.

12. NO-CONFLICT

12.1 The Executive represents and warrants that the execution by the Executive of this Agreement, the employment withthe Company, and the performance by the Executive of his/her duties and responsibilities pursuant to this Agreementwill not breach any of his/her legal or contractual obligation to any prior employer of the Executive or any otherparties, including, without limitation, any obligation in respect of proprietary or confidential information orintellectual property rights of such party.

13. FOREIGN CORRUPTION ACT

13.1 The Executive agrees to diligently adhere to the Foreign Corrupt Practices Act attached as Exhibit E hereof.

13.2 The Executive agrees and promises not to provide or offer any remuneration, gift, service or article of value to anygovernment officials (including working stuff or employees of any government or administrative agencies, politicalparties or candidates) of any country for any reason. The Executive further agrees and promises that the Executivewill not accept any remuneration in the form of cash or other tangible objects from any person in performing his/herduties under this Agreement other than the compensation specified in Article 3 of this Agreement. The Executivepromises that all conducts of the Executive under this Agreement shall be in compliance with all relevant laws,regulations and administrative rules of the People�s Republic of China at all times.

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14. MISCELLANEOUS

14.1 Continuing Obligation. If the Executive is employed by any existing or future Affiliate of the Company at any time, orprovides services to such Affiliate, or otherwise retained by such Affiliate, then the obligations under this Agreementshall continue to apply. Any reference to the Company shall include such Affiliate. In the event that this Agreementexpires or terminates for any reason, the Executive shall immediately resign from any position at such Affiliate of theCompany, unless otherwise required by the Company.

14.2 Notice to Employer. The Executive hereby authorizes the Company to notify the relevant provisions of thisAgreement and the Executive�s obligations under this Agreement to the actual or future employer of the Executive(including the Affiliate with which the Executive will work).

14.3 Right to Name and Image. The Executive hereby authorizes the Company to use, or authorize any other person to use,once or from time to time during his/her employment with the Company, the names, photos, images (includingcartoons), voices and resume of the Executive as well as photocopies and duplicates thereof in any media now knownor developed in the future (including but not limited to movies, videos, digital or any other electronic media) forpurposes as may be deemed appropriate by the Company.

14.4 Legal Fees. In any dispute arise from or in connection with this Agreement, the winning party shall be entitled to bereimbursed for reasonable legal fees.

14.5 Amendments, Extension and Waiver. This Agreement may not be amended, revised, extended or terminated unless bya written instrument executed by the Executive or a duly authorized representative of the Company (excluding theExecutive). Any failure or delay to assert any right, remedy or power shall not be construed as a waiver of such right,remedy or power. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, anyrights or remedies otherwise available.

14.6 Transfer; Successors and Assigns. The Executive agrees that he/she will not transfer, sell, assign or otherwise disposeof (whether voluntarily, involuntarily or by operation of law) any rights or interests under this Agreement, and therights of the Executive shall not be subject to any security interest or creditors� claims. Any such transfer, assign orother disposal shall be invalid. Nothing contained in this Agreement shall prevent the Company from merging into orwith any other company or selling all or substantially all of the assets of the Company, or transfer this Agreement orany obligation under this Agreement. In the event of any change in the ownership interest or the control of theCompany, the provisions of this Agreement shall continue to apply and shall be binding upon any successors.Notwithstanding and subject to the foregoing, this Agreement shall be valid and binding upon, and inure to the benefitof, the successor, representative, heirs and permitted assigns of each party, and shall not vest in any other individual orentity any interest.

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14.7 Notice. All notices or other communications under this Agreement shall be made in writing and delivered to thefollowing addresses or any other addresses designated by each party in writing from time to time:

To the Company:

Address: 10A, Building 3, Youyou Century Plaza428 South Yanggao RoadPudong New Area, Shanghai 200127People�s Republic of ChinaAttention: Mr. Yongyi Zhang

To the Executive:

Address:Fax:Attention of:

Any notice shall be deemed to have been delivered:

(a) If by hand or courier, on the date of actual delivery;

(b) If by prepaid and registered mail, on the fourth business days after the date of dispatch; or

(c) If by fax, on the date on which the fax is transmitted (as evidenced by the confirmatory report with faxnumber, pages transmitted and date of transmission).

14.8 Severability; Enforceability. If all or any portion of any provision of this Agreement as applied to any person, to anyplace or to any circumstance shall be ruled by an arbitration commission or a court of competent jurisdiction to beinvalid, illegal or incapable of being enforced, the same shall in no way affect (to the maximum extent permissible byLaw) that provision or the remaining portions of that provision as applied to any parties, places or circumstances orany other provisions of this Agreement or the validity or enforceability of this Agreement as a whole.

14.9 Governing Law. This Agreement shall be governed and construed in accordance with the laws of the People�sRepublic of China.

14.10 Language. This Agreement is written and executed in English.

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14.11 Originals. This Agreement is executed by the parties in two originals. Each of the parties will hold one original, andthe two originals shall be equally valid.

The Executive acknowledges that (a) he/she has consulted or has the opportunity to consult with independent counselof his choice regarding this Agreement, and the Company has suggested that he/she do so and (b) he/she has read and understands thisAgreement, fully understands its legal effect, and has entered into this Agreement voluntarily in his/her own judgment. The Executivehereby agrees that the obligations under Articles 7, 8 and 9 hereof and the definition of the Proprietary Information contained in thoseprovisions shall also apply to the Proprietary Information relating to any work performed for the Company prior to the execution of thisAgreement.

[Signatures Page to Follow]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first written above.


By:Name:Title:

EXECUTIVE

By:Name:



EXHIBIT A

Compensation

Part I. Base Salary

Part II. Bonus

EXHIBIT B

Prior Inventions



Exhibit 10.4

Equity Interest Pledge Agreement

This Equity Interest Pledge Agreement (this �Agreement�) has been executed by and among the following Parties on February 12,2018:

Party A: Xiaofangjian (Shanghai) Internet Information Technology Co., Ltd.(�Pledgee�)

Party B: Jing Gao, ID number: [REDACTED];Yan Cui, ID number: [REDACTED].

(�Pledgor�)

Party C: Zi Wutong (Beijing) Asset Management Co., Ltd.

In this Agreement, each of Pledgee, Pledgor and Party C shall be referred to as a �Party� respectively, and they shall be collectivelyreferred to as the �Parties�.

Whereas,

1. As of the date of this Agreement, Pledgor collectively holds 100 % of the equity interest in Party C. Party C is a limited liabilitycompany registered at Dongcheng Branch of Beijing Administration for Industry and Commerce. The business scope is Assetmanagement; Housing rental management; Engaging in real estate brokerage business; Hotel management; Investment consulting;Renting office housing; Design, Production, Agent, Publishing advertisements; Organizing cultural and art exchange activities(excluding performances); Technology promotion, Technology development, Technology transfer, Technology consulting;Economic and Trade consulting; Market investigation; Conference services; Exhibition and display; Computer animation design;Sales of needles and textiles, hardware and telecommunications, clothing, shoes and hats, sports goods, stationery, householdappliances, daily necessities, furniture (not engaged in physical shop operation); Professional contracting; Property management.(1) No fund shall be raised in a public way without the approval of the relevant departments; 2) No trading activities of securitiesproducts and financial derivatives shall be conducted publicly; 3) No loans shall be granted; 4) No guarantees shall be provided toenterprises other than the invested enterprises; 5) No promises shall be made to investors that the principal of the investment shallnot be lost or that the minimum income shall be promised.� Enterprises independently choose and operate projects according tolaw; projects subject to approval according to law shall be carried out according to approved contents after approval by relevantdepartments; and they shall not engage in business activities of projects prohibited or restricted by the city�s industrial policy.);

2. Pledgee is a wholly foreign owned enterprise registered in Shanghai, China. Pledgee and Party C have executed an ExclusiveBusiness Cooperation Agreement on November 24, 2015 (�Exclusive Business Cooperation Agreement�); Pledgor, Pledgee andParty C have executed an Exclusive Call Option Agreement on February 12, 2018(�Exclusive Call Option Agreement�); Pledgeeand Party C have executed a Power of Attorney Agreement with Jing Gao and Yan Cui respectively on February 12, 2018(�Powerof Attorney Agreement�).

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3. To ensure that Pledgee and Party C perform Contractual Obligations, Pledgor hereby pledges all of the equity interest he holds inParty C as security for Contractual Obligations.

Now therefore, the Parties have reached the following agreement:

1. Definitions

Unless otherwise provided herein, the terms below shall have the following meanings:

1.1 �Pledge� shall refer to the security interests granted by Pledgor to Pledgee pursuant to Article 2 of this Agreement,i.e., the right of Pledgee to be compensated on a preferential basis with the conversion, auction or sales price of theEquity Interest.

1.2 �Equity Interest� shall refer to 100% of the equity interest lawfully now held and hereafter acquired by Pledgor inParty C, namely 57% of the equity interests in Party C held by Jing Gao and 43% of the equity interest in Party C heldby Yan Cui.

1.3 �Term of Pledge� shall refer to the term set forth in Section 3 of this Agreement.

1.4 �Event of Default� shall refer to any of the circumstances set forth in Article 7 of this Agreement.

1.5 �Notice of Default� shall refer to the notice issued by Pledgee in accordance with this Agreement declaring an Eventof Default.

1.6 �PRC Laws� shall refer to then effective law, administrative regulations, administrative rules, local regulations,administrative rules, judicial interpretation and other binding normative documents.

1.7 �Transaction Documents� shall refer to this Agreement, Exclusive Business Cooperation Agreement, Exclusive CallOption Agreement and Power of Attorney Agreement.

1.8 �Contractual Obligations� shall refer to all obligations of Pledgor and Party C under the Transaction Documents.

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2. The Pledge

2.1 As collateral security for the prompt and complete performance when due of any or all obligations under theTransaction Documents by Pledgee and Party C, including without limitation the consulting and services fees payableto the Pledgee under the Exclusive Business Cooperation Agreement, Pledgor hereby pledges to Pledgee 100% equityinterest of Party C owned by the Pledgor as security for the Secured Obligations. �Secured Obligations� means alldirect, indirect and derivative loss and loss of predicable interests arising from any Event of Default by Pledgor and/orParty C. The supportive materials for the amount of such loss includes but not limited to Pledgor�s reasonablebusiness plan and profit forecast, fees payable under the Exclusive Business Cooperation Agreement and all expensesand fees caused by Pledgee for forcing Pledgor and/or Party C to perform the Contractual Obligations.

2.2 Only upon the prior written consent by Pledgee, Pledgor may increase the registered capital of Party C. The increasedEquity Interests of Party C held by Pledgor due to increase of registered capital shall also be subject to thisAgreement. All the Parties shall use their best effort to modify and execute relevant documents and complete equitypledge registration procedure.

3. Term of Pledge

3.1 The Pledge shall become effective as of the date when the pledge of the Equity Interest is registered with the localadministration of industry and commerce (the �Registration Authority�). The Parties further agree that within thirty(30) days as of the Registration Authority officially commences the acceptance of equity pledge application, Pledgorand Party C shall complete the pledge registration procedure, obtain the pledge registration notice and completely andaccurately register the Pledge of Equity Interest on the Pledge Registration Book of the Registration Authority.

3.2 The Term of the Pledge shall end when the last obligation secured by the Pledge is paid or fully fulfilled.

4. Custody of Records for Equity Interest

4.1 During the Term of Pledge set forth in this Agreement, Pledgor shall deliver to Pledgee�s custody the capitalcontribution certificate for the Equity Interest and the shareholders� register containing the Pledge within three daysfrom the date the Pledge is registered. Pledgee shall have custody of such items during the entire Term of Pledge setforth in this Agreement.

4.2 Pledgee shall have the right to collect dividends generated by the Equity Interest during the Term of Pledge.

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5. Representations and Warranties of Pledgor

5.1 Pledgor is the sole legal and beneficial owner of the Equity Interest. There are no controversies over the ownership ofthe Equity Interest. Pledgor has the right to dispose all and any part of the Equity Interest.

5.2 Except for the Pledge under this Agreement and the option rights under the Exclusive Call Option Agreement, Pledgorhas not placed any security interest or other encumbrance on the Equity Interest.

5.3 The Equity Interest is good for transfer and pledging according to applicable laws and Pledgor has full power andright to pledge the Equity Interest to Pledgee in accordance with this Agreement.

5.4 Upon due execution of Pledgor, this Agreement constitute legal, effective and binding obligation on Pledgor.

5.5 The Pledgor�s execution of this Agreement and exercise of its rights under this Agreement will not breach any laws,regulations, and agreements or contracts to which the Pledgor is a party, any judgment of a court, any arbitrationaward or any decision of an administrative authority.

5.6 Pledgor hereby warrants to the Pledgee that, at any time and under any circumstances prior to complete fulfillment ofthe obligations under this Agreement or the Secured Obligations being fully repaid, the aforementionedrepresentations and warranties are true and accurate and will be fully complied with.

6. Covenants and Further Agreements of Pledgor

6.1 Pledgor hereby covenants to the Pledgee, that during the term of this Agreement, Pledgor shall:

6.1.1 not transfer all or any part of the Equity Interest, place or permit the existence of any security interest or otherencumbrance that may affect the Pledgee�s rights and interests in the Equity Interest, without the priorwritten consent of Pledgee, except for the performance of the Exclusive Call Option Agreement executed byPledgor, Pledgee and Party C on February 12, 2018;

6.1.2 promptly notify Pledgee of any event or notice received by Pledgor that may have an impact on Pledgee�srights to the Equity Interest or any portion thereof, as well as any event or notice received by Pledgor thatmay have an impact on any guarantees and other obligations of Pledgor arising out of this Agreement.

6.2 Pledgor agrees that the rights acquired by Pledgee in accordance with this Agreement with respect to the Pledge shallnot be interrupted or harmed by Pledgor or any heirs or representatives of Pledgor or any other persons through anylegal proceedings.

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6.3 Pledgor hereby undertakes to comply with and perform all guarantees, promises, agreements, representations andconditions under this Agreement. In the event of failure or partial performance of its guarantees, promises,agreements, representations and conditions, Pledgor shall indemnify Pledgee for all losses resulting therefrom.

7. Event of Default

7.1 The following circumstances shall be deemed Event of Default:

7.1.1 Party C fails to pay in full any of the consulting and service fees payable under the Exclusive BusinessCooperation Agreement, or fail to repay its loan or breaches any other obligations of Party C thereunder;

7.1.2 Any representation or warranty by Pledgor in Article 5 of this Agreement contains materialmisrepresentations or errors, and/or Pledgor violates any of the warranties in Article 5 of this Agreement;

7.1.3 Pledgor and Party C fail to complete the registration of the Pledge with Registration Authority in accordancewith Article 3 of this Agreement;

7.1.4 Pledgor breach covenants and further agreement under Article 6 of this Agreement;

7.1.5 Pledgor and Party C breach any provisions of this Agreement;

7.1.6 Any of Pledgor�s own loans, guarantees, indemnifications, promises or other debt liabilities to any thirdparty or parties (1) become subject to a demand of early repayment or performance due to default on the partof Pledgor; or (2) become due but are not capable of being repaid or performed in a timely manner;

7.1.7 Any approval, license, permit or authorization of government agencies that makes this Agreementenforceable, legal and effective is withdrawn, terminated, invalidated or substantively changed;

7.1.8 The promulgation of applicable laws renders this Agreement illegal or renders it impossible for Pledgor tocontinue to perform its obligations under this Agreement;

7.1.9 Adverse changes in properties owned by Pledgor, which lead Pledgee to believe that that Pledgor�s ability toperform its obligations under this Agreement has been affected;

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7.1.10 The successor or custodian of Party C is capable of only partially performing or refuses to perform thepayment obligations under the Transaction Documents; and

7.1.11 Any other circumstances occur where Pledgee is or may become unable to exercise its right with respect tothe Pledge.

7.2 Upon notice or discovery of the occurrence of any circumstances or event that may lead to the aforementionedcircumstances described in Section 7.1, Pledgor shall immediately notify Pledgee in writing accordingly.

7.3 Unless an Event of Default set forth in this Section 7.1 has been successfully resolved to Pledgee�s satisfaction,Pledgee may issue a Notice of Default to Pledgor in writing upon the occurrence of the Event of Default or at any timethereafter and demand that Pledgor immediately pays all outstanding payments due under the Exclusive BusinessCooperation Agreement, and/or repays loans and all other payments due to Pledgee, and/or disposes of the Pledge inaccordance with the provisions of Article 8 of this Agreement.

8. Exercise of Pledge

8.1 Without the Pledgee�s written consent, Pledgor shall not assign the Pledge or the Equity Interest in Party C.

8.2 Pledgee may issue a Notice of Default to Pledgor when exercising the Pledge.

8.3 Subject to the provisions of Section 7.3, Pledgee may exercise the right to enforce the Pledge concurrently with theissuance of the Notice of Default in accordance with Section 8.2 or at any time after the issuance of the Notice ofDefault.

8.4 Pledgee is entitled to receive in priority compensation from the transfer, auction or sale of all or part of the EquityInterests pledged under this Agreement in accordance with legal procedures until all Secured Obligations is fully paid.

8.5 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessaryassistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

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9. Assignment

9.1 Without Pledgee�s prior written consent, Pledgor shall not have the right to assign or delegate its rights andobligations under this Agreement.

9.2 This Agreement shall be binding on Pledgor and its successors and permitted assigns, and shall be valid with respectto Pledgee and each of its successors and assigns.

9.3 At any time, Pledgee may assign any and all of its rights and obligations under the Transaction Agreements to itsdesignee(s) (natural/legal persons), in which case the assigns shall have the rights and obligations of Pledgee underthis Agreement, as if it were the original party to this Agreement. When the Pledgee assigns the rights and obligationsunder the Transaction Agreements, upon Pledgee�s request, Pledgor shall execute relevant agreements or otherdocuments relating to such assignment.

9.4 In the event of a change in Pledgee due to an assignment, Pledgor shall, at the request of Pledgee, execute a newpledge agreement with the new pledgee on the same terms and conditions as this Agreement.

9.5 Pledgor shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed bythe Parties hereto or any of them, perform the obligations hereunder and thereunder, and refrain from any action/omission that may affect the effectiveness and enforceability thereof. Any remaining rights of Pledgor with respect tothe Equity Interest pledged hereunder shall not be exercised by Pledgor except in accordance with the writteninstructions of Pledgee.

10. Termination

Upon the full performance of Contractual Obligations or the full payment of the Secured Obligations, this Agreement shall beterminated, and Pledgee shall then cancel or terminate this Agreement as soon as reasonably practicable.

11. Handling Fees and Other Expenses

All fees and out of pocket expenses relating to this Agreement, including but not limited to legal costs, costs of production,stamp tax and any other taxes and fees, shall be borne by Party C. If applicable laws requires that Pledgee should bear somerelated taxes and fees, Pledgor shall cause Party C to fully repay Pledgee the paid taxes and fees.

12. Confidentiality

The Parties acknowledge that any oral or written information exchanged among them with respect to this Agreement isconfidential information. Each Party shall maintain the confidentiality of all such information, and without obtaining thewritten consent of other Parties, it shall not disclose any relevant information to any third parties, except in the followingcircumstances: (a) such information is or will be in the public domain (provided that this is not the result of a public disclosureby the receiving party); (b) information disclosed as required by applicable laws or rules or regulations of any stock exchange;or (c) information required to be disclosed by any Party to its legal counsel or financial advisor regarding the transactioncontemplated hereunder, and such legal counsel or financial advisor are also bound by confidentiality duties similar to theduties in this section. Disclosure of any confidential information by the staff members or agency hired by any Party shall bedeemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of thisAgreement. This section shall survive the termination of this Agreement for any reason.

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13. Governing Law and Resolution of Disputes

13.1 The execution, effectiveness, construction, performance, and the resolution of disputes hereunder shall be governed bythe laws of China.

13.2 In the event of any dispute with respect to the construction and performance of the provisions of this Agreement, theParties shall negotiate in good faith to resolve the dispute. In the event the Parties fail to reach an agreement on theresolution of such a dispute within 30 days after any Party�s request for resolution of the dispute through negotiations,any Party may submit the relevant dispute to China International Economic and Trade Arbitration Commission(CIETAC) for arbitration, in accordance with its then effective arbitration rules. The arbitration shall be conducted inBeijing, and the language used during arbitration shall be Chinese. The arbitration ruling shall be final and binding onall Parties.

13.3 Upon the occurrence of any disputes arising from the construction and performance of this Agreement or during thepending arbitration of any dispute, except for the matters under dispute, the Parties to this Agreement shall continue toexercise their respective rights under this Agreement and perform their respective obligations under this Agreement.

14. Notices

14.1 All notices and other communications required or permitted to be given pursuant to this Agreement shall be deliveredpersonally or sent by registered mail, postage prepaid, by a commercial courier service or by facsimile transmission tothe address of such party. A confirmation copy of each notice shall also be sent by email. The dates on which noticesshall be deemed to have been effectively given shall be determined as follows:

8

14.1.1 Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemedeffectively given on the date of delivery or refusal at the address specified for notices.

14.1.2 Notices given by facsimile transmission shall be deemed effectively given on the date of successfultransmission (as evidenced by an automatically generated confirmation of transmission).

14.2 Any Party may at any time change its address for notices by a notice delivered to the other Parties in accordance withthe terms hereof.

15. Severability

In the event that one or several of the provisions of this Agreement are found to be invalid, illegal or unenforceable in anyaspect in accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of thisAgreement shall not be affected or compromised in any respect. The Parties shall strive in good faith to replace such invalid,illegal or unenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law and theintentions of the Parties, and the economic effect of such effective provisions shall be as close as possible to the economiceffect of those invalid, illegal or unenforceable provisions.

16. Attachments; Entire Agreement

The attachments set forth herein shall be an integral part of this Agreement. Except for written amendment, supplement orchange after the execution of this Agreement, this Agreement shall constitute the full and entire understanding and agreementamong the Parties with regard to the subjects hereof, and supersedes all other agreements between or among any of the Partieswith respect to the subject matter hereof.

17. Effectiveness



17.1 This Agreement shall become effective upon the executing of the Parties. Any amendments, changes and supplementsto this Agreement shall be in writing and shall become effective after the affixation of the signatures or seals of theParties.

17.2 This Agreement is written in Chinese in four (4) copies. Each copy of this Agreement shall have equal validity.

[The space below is intentionally left blank.]

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[Signature Pages to Equity Interest Pledge Agreement]

Party A: Xiaofangjian (Shanghai) Internet Information Technology Co., Ltd.

By: /s/ Jing GaoName: Jing GaoTitle: Legal Representative




Party B:

Jing Gao

By: /s/ Jing Gao




Party B:

Yan Cui

By: /s/ Yan Cui



Exhibit 10.5

Equity Interst Pledge Agreement

This Equity Interest Pledge Agreement (this �Agreement�) has been executed by and among the following Parties on February 12,2018:

Party A: Xiaofangjian (Shanghai) Internet Information Technology Co., Ltd.(�Pledgee�)


(�Pledgor�)

Party C: Yishui (Shanghai) Information Technology Co., Ltd.

In this Agreement, each of Pledgee, Pledgor and Party C shall be referred to as a �Party� respectively, and they shall be collectivelyreferred to as the �Parties�.

Whereas,

1. As of the date of this Agreement, Pledgor collectively holds 100 % of the equity interest in Party C. Party C is a limited liabilitycompany registered at Dongcheng Branch of Beijing Administration for Industry and Commerce. The business scope is Assetmanagement; Housing rental management; Engaging in real estate brokerage business; Hotel management; Investment consulting;Renting office housing; Design, Production, Agent, Publishing advertisements; Organizing cultural and art exchange activities(excluding performances); Technology promotion, Technology development, Technology transfer, Technology consulting;Economic and Trade consulting; Market investigation; Conference services; Exhibition and display; Computer animation design;Sales of needles and textiles, hardware and telecommunications, clothing, shoes and hats, sports goods, stationery, householdappliances, daily necessities, furniture (not engaged in physical shop operation); Professional contracting; Property management.(1) No fund shall be raised in a public way without the approval of the relevant departments; 2) No trading activities of securitiesproducts and financial derivatives shall be conducted publicly; 3) No loans shall be granted; 4) No guarantees shall be provided toenterprises other than the invested enterprises; 5) No promises shall be made to investors that the principal of the investment shallnot be lost or that the minimum income shall be promised.� Enterprises independently choose and operate projects according tolaw; projects subject to approval according to law shall be carried out according to approved contents after approval by relevantdepartments; and they shall not engage in business activities of projects prohibited or restricted by the city�s industrial policy. );

2. Pledgee is a wholly foreign owned enterprise registered in Shanghai, China. Pledgee and Party C have executed an ExclusiveBusiness Cooperation Agreement on December 30, 2016(�Exclusive Business Cooperation Agreement�); Pledgor, Pledgee andParty C have executed an Exclusive Call Option Agreement on February 12, 2018(�Exclusive Call Option Agreement�); Pledgeeand Party C have executed a Power of Attorney Agreement with Jing Gao and Yan Cui respectively on February 12, 2018(�Powerof Attorney Agreement�).

SHARE PLEDGE AGREEMENT

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3. To ensure that Pledgee and Party C perform Contractual Obligations, Pledgor hereby pledges all of the equity interest he holds inParty C as security for Contractual Obligations.


1. Definitions

Unless otherwise provided herein, the terms below shall have the following meanings:

1.1 �Pledge� shall refer to the security interests granted by Pledgor to Pledgee pursuant to Article 2 of this Agreement,i.e., the right of Pledgee to be compensated on a preferential basis with the conversion, auction or sales price of theEquity Interest.

1.2 �Equity Interest� shall refer to 100% of the equity interest lawfully now held and hereafter acquired by Pledgor inParty C, namely 67% of the equity interests in Party C held by Jing Gao and 33% of the equity interest in Party C heldby Yan Cui.

1.3 �Term of Pledge� shall refer to the term set forth in Section 3 of this Agreement.

1.4 �Event of Default� shall refer to any of the circumstances set forth in Article 7 of this Agreement.

1.5 �Notice of Default� shall refer to the notice issued by Pledgee in accordance with this Agreement declaring an Eventof Default.

1.6 �PRC Laws� shall refer to then effective law, administrative regulations, administrative rules, local regulations,administrative rules, judicial interpretation and other binding normative documents.

1.7 �Transaction Documents� shall refer to this Agreement, Exclusive Business Cooperation Agreement, Exclusive CallOption Agreement and Power of Attorney Agreement.

1.8 �Contractual Obligations� shall refer to all obligations of Pledgor and Party C under the Transaction Documents.

2. The Pledge

2.1 As collateral security for the prompt and complete performance when due of any or all obligations under theTransaction Documents by Pledgee and Party C, including without limitation the consulting and services fees payableto the Pledgee under the Exclusive Business Cooperation Agreement, Pledgor hereby pledges to Pledgee 100% equityinterest of Party C owned by the Pledgor as security for the Secured Obligations. �Secured Obligations� means alldirect, indirect and derivative loss and loss of predicable interests arising from any Event of Default by Pledgor and/orParty C. The supportive materials for the amount of such loss includes but not limited to Pledgor�s reasonablebusiness plan and profit forecast, fees payable under the Exclusive Business Cooperation Agreement and all expensesand fees caused by Pledgee for forcing Pledgor and/or Party C to perform the Contractual Obligations.

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2.2 Only upon the prior written consent by Pledgee, Pledgor may increase the registered capital of Party C. The increasedEquity Interests of Party C held by Pledgor due to increase of registered capital shall also be subject to thisAgreement. All the Parties shall use their best effort to modify and execute relevant documents and complete equitypledge registration procedure.

3. Term of Pledge

3.1 The Pledge shall become effective as of the date when the pledge of the Equity Interest is registered with the localadministration of industry and commerce (the �Registration Authority�). The Parties further agree that within thirty(30) days as of the Registration Authority officially commences the acceptance of equity pledge application, Pledgorand Party C shall complete the pledge registration procedure, obtain the pledge registration notice and completely andaccurately register the Pledge of Equity Interest on the Pledge Registration Book of the Registration Authority.

3.2 The Term of the Pledge shall end when the last obligation secured by the Pledge is paid or fully fulfilled.

4. Custody of Records for Equity Interest

4.1 During the Term of Pledge set forth in this Agreement, Pledgor shall deliver to Pledgee�s custody the capitalcontribution certificate for the Equity Interest and the shareholders� register containing the Pledge within three daysfrom the date the Pledge is registered. Pledgee shall have custody of such items during the entire Term of Pledge setforth in this Agreement.

4.2 Pledgee shall have the right to collect dividends generated by the Equity Interest during the Term of Pledge.

5. Representations and Warranties of Pledgor

5.1 Pledgor is the sole legal and beneficial owner of the Equity Interest. There are no controversies over the ownership ofthe Equity Interest. Pledgor has the right to dispose all and any part of the Equity Interest.

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5.2 Except for the Pledge under this Agreement and the option rights under the Exclusive Call Option Agreement, Pledgorhas not placed any security interest or other encumbrance on the Equity Interest.

5.3 The Equity Interest is good for transfer and pledging according to applicable laws and Pledgor has full power andright to pledge the Equity Interest to Pledgee in accordance with this Agreement.

5.4 Upon due execution of Pledgor, this Agreement constitute legal, effective and binding obligation on Pledgor.

5.5 The Pledgor�s execution of this Agreement and exercise of its rights under this Agreement will not breach any laws,regulations, and agreements or contracts to which the Pledgor is a party, any judgment of a court, any arbitrationaward or any decision of an administrative authority.

5.6 Pledgor hereby warrants to the Pledgee that, at any time and under any circumstances prior to complete fulfillment ofthe obligations under this Agreement or the Secured Obligations being fully repaid, the aforementionedrepresentations and warranties are true and accurate and will be fully complied with.

6. Covenants and Further Agreements of Pledgor

6.1 Pledgor hereby covenants to the Pledgee, that during the term of this Agreement, Pledgor shall:

6.1.1 not transfer all or any part of the Equity Interest, place or permit the existence of any security interest or otherencumbrance that may affect the Pledgee�s rights and interests in the Equity Interest, without the priorwritten consent of Pledgee, except for the performance of the Exclusive Call Option Agreement executed byPledgor, Pledgee and Party C on February 12, 2018;

6.1.2 promptly notify Pledgee of any event or notice received by Pledgor that may have an impact on Pledgee�srights to the Equity Interest or any portion thereof, as well as any event or notice received by Pledgor thatmay have an impact on any guarantees and other obligations of Pledgor arising out of this Agreement.

6.2 Pledgor agrees that the rights acquired by Pledgee in accordance with this Agreement with respect to the Pledge shallnot be interrupted or harmed by Pledgor or any heirs or representatives of Pledgor or any other persons through anylegal proceedings.

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6.3 Pledgor hereby undertakes to comply with and perform all guarantees, promises, agreements, representations andconditions under this Agreement. In the event of failure or partial performance of its guarantees, promises,agreements, representations and conditions, Pledgor shall indemnify Pledgee for all losses resulting therefrom.

7. Event of Default

7.1 The following circumstances shall be deemed Event of Default:

7.1.1 Party C fails to pay in full any of the consulting and service fees payable under the Exclusive BusinessCooperation Agreement, or fail to repay its loan or breaches any other obligations of Party C thereunder;

7.1.2 Any representation or warranty by Pledgor in Article 5 of this Agreement contains materialmisrepresentations or errors, and/or Pledgor violates any of the warranties in Article 5 of this Agreement;

7.1.3 Pledgor and Party C fail to complete the registration of the Pledge with Registration Authority in accordancewith Article 3 of this Agreement;

7.1.4 Pledgor breach covenants and further agreement under Article 6 of this Agreement;

7.1.5 Pledgor and Party C breach any provisions of this Agreement;

7.1.6 Any of Pledgor�s own loans, guarantees, indemnifications, promises or other debt liabilities to any thirdparty or parties (1) become subject to a demand of early repayment or performance due to default on the partof Pledgor; or (2) become due but are not capable of being repaid or performed in a timely manner;

7.1.7 Any approval, license, permit or authorization of government agencies that makes this Agreementenforceable, legal and effective is withdrawn, terminated, invalidated or substantively changed;

7.1.8 The promulgation of applicable laws renders this Agreement illegal or renders it impossible for Pledgor tocontinue to perform its obligations under this Agreement;

7.1.9 Adverse changes in properties owned by Pledgor, which lead Pledgee to believe that that Pledgor�s ability toperform its obligations under this Agreement has been affected;

7.1.10 The successor or custodian of Party C is capable of only partially performing or refuses to perform thepayment obligations under the Transaction Documents; and

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7.1.11 Any other circumstances occur where Pledgee is or may become unable to exercise its right with respect tothe Pledge.

7.2 Upon notice or discovery of the occurrence of any circumstances or event that may lead to the aforementionedcircumstances described in Section 7.1, Pledgor shall immediately notify Pledgee in writing accordingly.

7.3 Unless an Event of Default set forth in this Section 7.1 has been successfully resolved to Pledgee�s satisfaction,Pledgee may issue a Notice of Default to Pledgor in writing upon the occurrence of the Event of Default or at any timethereafter and demand that Pledgor immediately pays all outstanding payments due under the Exclusive BusinessCooperation Agreement, and/or repays loans and all other payments due to Pledgee, and/or disposes of the Pledge inaccordance with the provisions of Article 8 of this Agreement.

8. Exercise of Pledge

8.1 Without the Pledgee�s written consent, Pledgor shall not assign the Pledge or the Equity Interest in Party C.

8.2 Pledgee may issue a Notice of Default to Pledgor when exercising the Pledge.

8.3 Subject to the provisions of Section 7.3, Pledgee may exercise the right to enforce the Pledge concurrently with theissuance of the Notice of Default in accordance with Section 8.2 or at any time after the issuance of the Notice ofDefault.

8.4 Pledgee is entitled to receive in priority compensation from the transfer, auction or sale of all or part of the EquityInterests pledged under this Agreement in accordance with legal procedures until all Secured Obligations is fully paid.

8.5 When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessaryassistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

9. Assignment

9.1 Without Pledgee�s prior written consent, Pledgor shall not have the right to assign or delegate its rights andobligations under this Agreement.

9.2 This Agreement shall be binding on Pledgor and its successors and permitted assigns, and shall be valid with respectto Pledgee and each of its successors and assigns.

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9.3 At any time, Pledgee may assign any and all of its rights and obligations under the Transaction Agreements to itsdesignee(s) (natural/legal persons), in which case the assigns shall have the rights and obligations of Pledgee underthis Agreement, as if it were the original party to this Agreement. When the Pledgee assigns the rights and obligationsunder the Transaction Agreements, upon Pledgee�s request, Pledgor shall execute relevant agreements or otherdocuments relating to such assignment.

9.4 In the event of a change in Pledgee due to an assignment, Pledgor shall, at the request of Pledgee, execute a newpledge agreement with the new pledgee on the same terms and conditions as this Agreement.

9.5 Pledgor shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed bythe Parties hereto or any of them, perform the obligations hereunder and thereunder, and refrain from any action/omission that may affect the effectiveness and enforceability thereof. Any remaining rights of Pledgor with respect tothe Equity Interest pledged hereunder shall not be exercised by Pledgor except in accordance with the writteninstructions of Pledgee.

10. Termination

Upon the full performance of Contractual Obligations or the full payment of the Secured Obligations, this Agreement shall beterminated, and Pledgee shall then cancel or terminate this Agreement as soon as reasonably practicable.

11. Handling Fees and Other Expenses

All fees and out of pocket expenses relating to this Agreement, including but not limited to legal costs, costs of production,stamp tax and any other taxes and fees, shall be borne by Party C. If applicable laws requires that Pledgee should bear somerelated taxes and fees, Pledgor shall cause Party C to fully repay Pledgee the paid taxes and fees.

12. Confidentiality

The Parties acknowledge that any oral or written information exchanged among them with respect to this Agreement isconfidential information. Each Party shall maintain the confidentiality of all such information, and without obtaining thewritten consent of other Parties, it shall not disclose any relevant information to any third parties, except in the followingcircumstances: (a) such information is or will be in the public domain (provided that this is not the result of a public disclosureby the receiving party); (b) information disclosed as required by applicable laws or rules or regulations of any stock exchange;or (c) information required to be disclosed by any Party to its legal counsel or financial advisor regarding the transactioncontemplated hereunder, and such legal counsel or financial advisor are also bound by confidentiality duties similar to theduties in this section. Disclosure of any confidential information by the staff members or agency hired by any Party shall bedeemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of thisAgreement. This section shall survive the termination of this Agreement for any reason.

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13.1 The execution, effectiveness, construction, performance, and the resolution of disputes hereunder shall be governed bythe laws of China.

13.2 In the event of any dispute with respect to the construction and performance of the provisions of this Agreement, theParties shall negotiate in good faith to resolve the dispute. In the event the Parties fail to reach an agreement on theresolution of such a dispute within 30 days after any Party�s request for resolution of the dispute through negotiations,any Party may submit the relevant dispute to China International Economic and Trade Arbitration Commission(CIETAC) for arbitration, in accordance with its then effective arbitration rules. The arbitration shall be conducted inBeijing, and the language used during arbitration shall be Chinese. The arbitration ruling shall be final and binding onall Parties.


14. Notices

14.1 All notices and other communications required or permitted to be given pursuant to this Agreement shall be deliveredpersonally or sent by registered mail, postage prepaid, by a commercial courier service or by facsimile transmission tothe address of such party. A confirmation copy of each notice shall also be sent by email. The dates on which noticesshall be deemed to have been effectively given shall be determined as follows:



8


15. Severability

In the event that one or several of the provisions of this Agreement are found to be invalid, illegal or unenforceable in anyaspect in accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of thisAgreement shall not be affected or compromised in any respect. The Parties shall strive in good faith to replace such invalid,illegal or unenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law and theintentions of the Parties, and the economic effect of such effective provisions shall be as close as possible to the economiceffect of those invalid, illegal or unenforceable provisions.

16. Attachments; Entire Agreement

The attachments set forth herein shall be an integral part of this Agreement. Except for written amendment, supplement orchange after the execution of this Agreement, this Agreement shall constitute the full and entire understanding and agreementamong the Parties with regard to the subjects hereof, and supersedes all other agreements between or among any of the Partieswith respect to the subject matter hereof.

17. Effectiveness



17.1 This Agreement shall become effective upon the executing of the Parties. Any amendments, changes and supplementsto this Agreement shall be in writing and shall become effective after the affixation of the signatures or seals of theParties.

17.2 This Agreement is written in Chinese in four (4) copies. Each copy of this Agreement shall have equal validity.


9




Party B:

Jing Gao

By: /s/ Jing Gao




Party B:

Yan Cui

By: /s/ Yan Cui



Exhibit 10.6

Power of Attorney Agreement

This Power of Attorney Agreement (this �POA�) has been executed by and among the following Parties on February 12, 2018:

Party A: Xiaofangjian (Shanghai) Internet Information Technology Co., Ltd. (�WFOE�), a wholly foreign owned enterpriseestablished and existing under the laws of the People�s Republic of China (�China�);

Party B: Gao Jing, a Chinese individual whose ID number is [REDACTED];

Party C: Zi Wutong (Beijing) Asset Management Co., Ltd. (�Beijing Zi Wutong�), a limited liability company established andexisting under the laws of China.

In this Agreement, each of Party A, Party B and Party C shall be referred to as a �Party� respectively, and they shall be collectivelyreferred to as the �Parties�.

Whereas:

1. As of the execution date of this POA, Party B holds 57% of the equity interests in Beijing Zi Wutong (�Party B EquityInterests�).


Party B hereby irrevocably authorizes the WFOE to exercise the following rights relating to Party B Equity Interests during the term ofthis POA:

1. Party A is hereby authorized to act on behalf of Party B as Party B�s exclusive agent and attorney with respect to all mattersconcerning Party B Equity Interests, including without limitation to: 1) attend shareholders� meetings of Beijing Zi Wutong; 2)exercise all the shareholder�s rights and shareholder�s voting rights Party B is entitled to under the laws of China and BeijingZi Wutong�s articles of association, including but not limited to the sale or transfer or pledge or disposition of Party B EquityInterests in part or in whole; and 3) designate and appoint on behalf of Party B the legal representative (chairperson), thedirector, supervisor, the chief executive officer and other senior management members of Beijing Zi Wutong.

2. Party A or its designated persons (the �Attorney�), shall perform the obligations to the extent authorized by this POA. All theactions associated with Party B Equity Interests conducted by Party A shall be deemed as Party B�s own actions, and all thedocuments related to Party B Equity Interests executed by Party A shall be deemed to be executed by Party B. Party B herebyratifies and approves those actions and/or documents by Party A. Party B shall recognize and undertake the responsibilities forany legal consequences arising from the exercise of the aforementioned entrustment rights by the Attorney.

1



3. For the purpose of exercising the entrustment rights under this POA, the Attorney has the right to be informed of the operation,business, customers, finance, employees and other relevant information of Beijing Zi Wutong and to review relevant materialsof Beijing Zi Wutong. Beijing Zi Wutong shall fully cooperate with the Attorney.

4. At any time during the term of this POA, in the event that the grant or exercise of the rights under this POA is unable to beachieved for any reason (except for default by Party B or Beijing Zi Wutong), the Parties shall immediately seek alternativesolutions which shall be the most similar ones to the provisions thereunder, and execute a supplementary agreement ifnecessary to modify or amend the terms of this POA to ensure the purpose of this POA will be achieved.

Subject to the general principle that the rights authorized by this POA shall not be limited, Party A shall be entitled and authorized toenter into the transfer agreement as required by the Exclusive Option Agreement on behalf of Party B (Party B being one party of theagreement as required) and perform the terms of Share Pledge Agreement and the Exclusive Option Agreement to which Party B is aparty.

Party A is entitled to re-authorize or assign its rights related to the aforesaid matters to any other person or entity at its own discretionand without giving prior notice to Party B or obtaining consent from Party B.

So long as Party B is a shareholder of Beijing Zi Wutong, this POA and authorization under this POA shall be irrevocably andcontinuously valid and effective from the date of its execution.

During the term of this POA, Party B hereby disclaims all the rights associated with Party B Equity Interests, which have beenauthorized to Party A through this POA, and shall not exercise such rights by Party A itself.

Party A herby represents and warrants that prior consent by Party A�s executive director or board of directors shall be obtained before itexercises the foregoing rights related to Party B Equity Interests. Without such consent or ratification by Party A�s executive director orboard of directors, the exercise of the right by Party A shall be invalid from the beginning. And Party A shall indemnify Party B for allthe losses incurred from such exercise.

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In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the disputethrough friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party�srequest to the other Parties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to ChinaInternational Economic and Trade Arbitration Commission (CIETAC) for arbitration, in accordance with its then effective arbitrationrules. The arbitration shall be conducted in Beijing, and the language used in arbitration shall be Chinese. The arbitration award shall befinal and binding on all Parties.

This POA is written in Chinese in three copies with equal legal validity.


3



[Signature Pages to Power of Attorney Agreement]

Party A:

Xiaofangjian (Shanghai) Internet Information Technology Co., Ltd





Party B:

By: /s/ Jing GaoName: Jing Gao




Party C:

Zi Wutong (Beijing) Asset Management Co., Ltd




Exhibit 10.7




Party B: Yan Cui, a Chinese individual whose ID number is [REDACTED];

Party C: Zi Wutong (Beijing) Asset Management Co., Ltd. (�Beijing Zi Wutong�), a limited liability company established andexisting under the laws of China.


Whereas:

1. As of the execution date of this POA, Party B holds 43% of the equity interests in Beijing Zi Wutong (�Party B EquityInterests�).



1. Party A is hereby authorized to act on behalf of Party B as Party B�s exclusive agent and attorney with respect to all mattersconcerning Party B Equity Interests, including without limitation to: 1) attend shareholders� meetings of Beijing Zi Wutong; 2)exercise all the shareholder�s rights and shareholder�s voting rights Party B is entitled to under the laws of China and BeijingZi Wutong�s articles of association, including but not limited to the sale or transfer or pledge or disposition of Party B EquityInterests in part or in whole; and 3) designate and appoint on behalf of Party B the legal representative (chairperson), thedirector, supervisor, the chief executive officer and other senior management members of Beijing Zi Wutong.


1



3. For the purpose of exercising the entrustment rights under this POA, the Attorney has the right to be informed operation,business, customers, finance, employees and other relevant information of Beijing Zi Wutong and to review relevant materialsof Beijing Zi Wutong. Beijing Zi Wutong shall fully cooperate with the Attorney.

4. At any time during the term of this POA, in the event that the grant or exercise of the rights under this POA is unable to beachieved for any reason (except for default by Party B or Beijing Zi Wutong), the Parties shall immediately seek alternativesolutions which shall be the most similar ones to the provisions thereunder, and execute a supplementary agreement ifnecessary to modify or amend the terms of this POA to ensure the purpose of this POA will be achieved.



So long as Party B is a shareholder of Beijing Zi Wutong, this POA and authorization under this POA shall be irrevocably andcontinuously valid and effective from the date of its execution.



2






3




Party A:






Party B:

By: /s/ Yan CuiName: Yan Cui




Party C:

Zi Wutong (Beijing) Asset Management Co., Ltd




Exhibit 10.8




Party B: Gao Jing, a Chinese individual whose ID number is [REDACTED];

Party C: Yishui (Shanghai) Information Technology Co., Ltd. (�Shanghai Yishui�), a limited liability company established andexisting under the laws of China.


Whereas:

1. As of the execution date of this POA, Party B holds 67% of the equity interests in Shanghai Yishui (�Party B Equity Interests�).



1. Party A is hereby authorized to act on behalf of Party B as Party B�s exclusive agent and attorney with respect to all mattersconcerning Party B Equity Interests, including without limitation to: 1) attend shareholders� meetings of Shanghai Yishui; 2)exercise all the shareholder�s rights and shareholder�s voting rights Party B is entitled to under the laws of China and ShanghaiYishui�s articles of association, including but not limited to the sale or transfer or pledge or disposition of Party B EquityInterests in part or in whole; and 3) designate and appoint on behalf of Party B the legal representative (chairperson), thedirector, supervisor, the chief executive officer and other senior management members of Shanghai Yishui.

2. Party A or its designated persons (the�Attorney�), shall perform the obligations to the extent authorized by this POA. All theactions associated with Party B Equity Interests conducted by Party A shall be deemed as Party B�s own actions, and all thedocuments related to Party B Equity Interests executed by Party A shall be deemed to be executed by Party B. Party B herebyratifies and approves those actions and/or documents by Party A. Party B shall recognize and undertake the responsibilities forany legal consequences arising from the exercise of the aforementioned entrustment rights by the Attorney.

1



3. For the purpose of exercising the entrustment rights under this POA, the Attorney has the right to be informed of the operation,business, customers, finance, employees and other relevant information of Shanghai Yishui and to review relevant materials ofShanghai Yishui. Shanghai Yishui shall fully cooperate with the Attorney.

4. At any time during the term of this POA, in the event that the grant or exercise of the rights under this POA is unable to beachieved for any reason (except for default by Party B or Shanghai Yishui), the Parties shall immediately seek alternativesolutions which shall be the most similar ones to the provisions thereunder, and execute a supplementary agreement ifnecessary to modify or amend the terms of this POA to ensure the purpose of this POA will be achieved.



So long as Party B is a shareholder of Shanghai Yishui, this POA and authorization under this POA shall be irrevocably andcontinuously valid and effective from the date of its execution.



2






3




Party A:






Party B:

By: /s/ Jing GaoName: Jing Gao




Party C:

Yishui (Shanghai) Information Technology Co., Ltd




Exhibit 10.9Power of Attorney Agreement



Party B: Yan Cui, a Chinese individual whose ID number is [REDACTED];

Party C: Yishui (Shanghai) Information Technology Co., Ltd. (�Shanghai Yishui�), a limited liability company established andexisting under the laws of China.


Whereas:

1. As of the execution date of this POA, Party B holds 33% of the equity interests in Shanghai Yishui (�Party B Equity Interests�).



1. Party A is hereby authorized to act on behalf of Party B as Party B�s exclusive agent and attorney with respect to all mattersconcerning Party B Equity Interests, including without limitation to: 1) attend shareholders� meetings of Shanghai Yishui; 2)exercise all the shareholder�s rights and shareholder�s voting rights Party B is entitled to under the laws of China and ShanghaiYishui�s articles of association, including but not limited to the sale or transfer or pledge or disposition of Party B EquityInterests in part or in whole; and 3) designate and appoint on behalf of Party B the legal representative (chairperson), thedirector, supervisor, the chief executive officer and other senior management members of Shanghai Yishui.


1



3. For the purpose of exercising the entrustment rights under this POA, the Attorney has the right to be informed of the operation,business, customers, finance, employees and other relevant information of Shanghai Yishui and to review relevant materials ofShanghai Yishui. Shanghai Yishui shall fully cooperate with the Attorney.

4. At any time during the term of this POA, in the event that the grant or exercise of the rights under this POA is unable to beachieved for any reason (except for default by Party B or Shanghai Yishui), the Parties shall immediately seek alternativesolutions which shall be the most similar ones to the provisions thereunder, and execute a supplementary agreement ifnecessary to modify or amend the terms of this POA to ensure the purpose of this POA will be achieved.

Subject to the general principle that the rights authorized by this POA shall not be limited, Party A shall be entitled and authorized toenter into the transfer agreement as required by the Exclusive Option Agreement on behalf of Party B ( Party B being one party of theagreement as required) and perform the terms of Share Pledge Agreement and the Exclusive Option Agreement to which Party B is aparty.


So long as Party B is a shareholder of Shanghai Yishui, this POA and authorization under this POA shall be irrevocably andcontinuously valid and effective from the date of its execution.



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3




Party A:






Party B:

By: /s/ Yan CuiName: Yan Cui




Party C:

Yishui (Shanghai) Information Technology Co., Ltd




Exhibit 10.10

Exclusive Business Cooperation Agreement

This Exclusive Business Cooperation Agreement (this �Agreement�) is made and entered into by and between the following Parties onNovember 24, 2015.


Party B: Zi Wutong (Beijing) Asset Management Co., Ltd.

Each of Party A and Party B shall be hereinafter referred to as a �Party� respectively, and as the �Parties� collectively.

Whereas,

1. Party A is a wholly foreign owned enterprise established in the People�s Republic of China (�China�), and has the necessaryresources to provide technical services;

2. Party B is a company with exclusively domestic capital registered in China with relevant governmental approvals to operatebusiness including property management, asset management; investment consulting, leasing business offices, design, manufacture,agency and release of advertisements, organizing cultural and artistic communicational activities (excluding performances);technical technology promotion, technology development, technology transfer and technology consultation; economic and tradeconsultation; market research; conference services; undertaking exhibition activities; computer animation design; sales of needletextiles, hardware and appliances, clothing, shoes, hats, building materials, sports supplies and cultural supplies;

3. Party A is willing to provide Party B, on an exclusive basis, with technology promotion, technology development, technologyconsultation, technology services and other services during the term of this Agreement, utilizing its own advantages in humanresources, technology and information, and Party B is willing to accept such exclusive services provided by Party A or Party A�sdesignee(s), each on the terms set forth herein.

Now, therefore, through mutual discussion, Party A and Party B have reached the following agreements:

1. Services Provided by Party A

1.1 Party B hereby appoints Party A as Party B�s exclusive services provider to provide Party B with complete businesssupport and technical and consulting services during the term of this Agreement, in accordance with the terms andconditions of this Agreement, which may include all or part of the services within the business scope of Party B as maybe determined from time to time by Party A, including, but not limited to, technical services, network support, businessconsulting, intellectual property licensing, marketing consulting, system integration, product development and systemmaintenance.

1



1.2 Party B agrees to accept all the consultations and services provided by Party A. Party B further agrees that unless withParty A�s prior written consent, during the term of this Agreement, Party B shall not accept any consultations and/orservices provided by any third party and shall not cooperate with any third party regarding the matters contemplated bythis Agreement. Party A may appoint other parties, who may enter into certain agreements described in Section 1.3 withParty B, to provide Party B with the consultations and/or services under this Agreement.

1.3 Service Providing Methodology

1.3.1 Party A and Party B agree that during the term of this Agreement, both Parties, directly or through theirrespective affiliates, may enter into further technical service agreements or consulting service agreements,which shall provide the specific contents, manner, personnel, and fees for the specific technical services andconsulting services.

1.3.2 To fulfill this Agreement, Party A and Party B agree that during the term of this Agreement, both Parties,directly or through their respective affiliates, may enter into intellectual property (including, but not limited to,software, trademark, patent and know-how) license agreements, which shall allow Party B to use from time totime Party A�s relevant intellectual property as its business requires.

2. Calculation and Payment of the Service Fees

Both Parties agree that, Party A shall issue a bill quarterly to Party B according to the workload and business value of thetechnology services provided by Party A and the price agreed by both Parties; Party B shall pay Party A service fees according tothe date and payment amount on the bill. Party A shall have the right to adjust the standard of service fees at its sole discretionbased on the amount and content of consulting services provided to Party A.

Within fifteen (15) days after the end of each fiscal year, Party B shall deliver to Party A the financial statement of Party B forsuch fiscal year and all operation records, business contracts and financial materials required for issuing such financial statement.If Party A questions the financial statement provided by Party B, a reputable independent accountant could be appointed to auditthe relevant materials. Party B shall cooperate for it.

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3. Intellectual Property Rights and Confidentiality Clauses

3.1 Party A shall have exclusive and proprietary rights and interests in all rights, ownership, interests and intellectualproperties arising out of or created during the performance of this Agreement, including, but not limited to, copyrights,patents, patent applications, trademarks, software, technical secrets, trade secrets and others, regardless of whether theyhave been developed by Party A or Party B.

3.2 The Parties acknowledge that any oral or written information exchanged among them with respect to this Agreement isconfidential information. Each Party shall maintain the confidentiality of all such information, and without obtainingthe written consent of the other Party, it shall not disclose any relevant information to any third parties, except in thefollowing circumstances: (a) such information is or will be in the public domain (provided that this is not the result of apublic disclosure by the receiving Party); (b) information disclosed as required by applicable laws or rules orregulations of any stock exchange; or (c) information required to be disclosed by any Party to its legal counsel orfinancial advisor regarding the transaction contemplated hereunder, and such legal counsel or financial advisor is alsobound by confidentiality duties similar to the duties in this Section. Disclosure of any confidential information by thestaff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party,which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of thisAgreement for any reason.

3.3 The Parties agree that this Section shall survive changes to, and rescission or termination of, this Agreement.

4. Representations and Warranties

4.1 Party A hereby represents and warrants as follows:

4.1.1 Party A is a company legally registered and validly existing in accordance with the laws of China.

4.1.2 Party A�s execution and performance of this Agreement is within its corporate capacity and the scope of itsbusiness operations; Party A has taken necessary corporate actions and been given appropriate authorizationand has obtained the consent and approval from third parties and government agencies, and will not violateany restrictions in law or otherwise binding or having an impact on Party A.

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4.1.3 This Agreement constitutes Party A�s legal, valid and binding obligations, enforceable in accordance with itsterms.

4.2 Party B hereby represents and warrants as follows:

4.2.1 Party B is a company legally registered and validly existing in accordance with the laws of China with relevantgovernmental approval to operate business including property management, asset management; investmentconsulting, leasing business offices, design, manufacture, agency and release of advertisements, organizingcultural and artistic communicational activities (excluding performances); technical technology promotion,technology development, technology transfer and technology consultation; economic and trade consultation;market research; conference services; undertaking exhibition activities; computer animation design; sales ofneedle textiles, hardware and appliances, clothing, shoes, hats, building materials, sports supplies and culturalsupplies;

4.2.2 Party B�s execution and performance of this Agreement is within its corporate capacity and the scope of itsbusiness operations; Party B has taken necessary corporate actions and given appropriate authorization and hasobtained the consent and approval from third parties and government agencies, and will not violate anyrestrictions in law or otherwise binding or having an impact on Party B.

4.2.3 This Agreement constitutes Party B�s legal, valid and binding obligations, and shall be enforceable against it.

5. Effectiveness and Term

This Agreement is executed on the date first above written and shall take effect as of such date. Unless earlier terminated inaccordance with the provisions of this Agreement or relevant agreements separately executed between the Parties, the term ofthis Agreement shall continue in force.

6. Termination

6.1 Unless renewed in accordance with the relevant terms of this Agreement, this Agreement shall be terminated upon thedate of expiration hereof.

6.2 The rights and obligations of the Parties under Articles 3, 7 and 8 shall survive the termination of this Agreement.

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7.1 The execution, effectiveness, construction, performance, amendment and termination of this Agreement and theresolution of disputes hereunder shall be governed by the laws of China.

7.2 In the event of any dispute with respect to the construction and performance of the provisions of this Agreement, theParties shall negotiate in good faith to resolve the dispute. In the event the Parties fail to reach an agreement on theresolution of such a dispute within 30 days after any Party�s request for resolution of the dispute through negotiations,any Party may submit the relevant dispute to China International Economic and Trade Arbitration Commission(CIETAC) for arbitration, in accordance with its then-effective arbitration rules. The arbitration shall be conducted inBeijing, and the language used during arbitration shall be Chinese. The arbitration ruling shall be final and binding onboth Parties.


8. Indemnification

Party B shall indemnify and hold harmless Party A from any losses, injuries, obligations or expenses caused by any lawsuit,claims or other demands against Party A arising from or caused by the consultations and services provided by Party A at therequest of Party B, except where such losses, injuries, obligations or expenses arise from the gross negligence or willfulmisconduct of Party A.

9. Notices

9.1 All notices and other communications required or permitted to be given pursuant to this Agreement shall be deliveredpersonally or sent by registered mail, postage prepaid, by a commercial courier service or by facsimile transmission tothe address of such Party. A confirmation copy of each notice shall also be sent by email. The dates on which noticesshall be deemed to have been effectively given shall be determined as follows:


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9.2 Any Party may at any time change its address for notices by a notice delivered to the other Party in accordance with theterms hereof.

10. Assignment

10.1 Without Party A�s prior written consent, Party B shall not assign its rights and obligations under this Agreement to anythird party.

10.2 Party B agrees that Party A may assign its obligations and rights under this Agreement to any third party upon a priorwritten notice to Party B but without the consent of Party B.

11. Severability

In the event that one or several of the provisions of this Agreement are found to be invalid, illegal or unenforceable in any aspectin accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Agreementshall not be affected or compromised in any aspect. The Parties shall strive in good faith to replace such invalid, illegal orunenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law and the intentions ofthe Parties, and the economic effect of such effective provisions shall be as close as possible to the economic effect of thoseinvalid, illegal or unenforceable provisions.

12. Amendment and Supplement

Any amendments and supplements to this Agreement shall be in writing. The amendment agreements and supplementaryagreements that have been signed by the Parties and that relate to this Agreement shall be an integral part of this Agreement andshall have the same legal validity as this Agreement.

13. Language and Counterparts

This Agreement is written in Chinese with three copies, each of which has equal legal validity.


6



[Signature Pages to Exclusive Business Cooperation Agreement]



Party B: Zi Wutong (Beijing) Asset Management Co., Ltd.




Exhibit 10.11

Exclusive Business Cooperation Agreement

This Exclusive Business Cooperation Agreement (this �Agreement�) is made and entered into by and between the following Parties onDecember 30, 2016.


Party B: Yishui (Shanghai) Information Technology Co., Ltd.

Each of Party A and Party B shall be hereinafter referred to as a �Party� respectively, and as the �Parties� collectively.

Whereas,

1. Party A is a wholly foreign owned enterprise established in the People�s Republic of China (�China�), and has the necessaryresources to provide technical services;

2. Party B is a company with exclusively domestic capital registered in China with relevant governmental approvals to operatebusiness including technology development, technology transfer, technology consultation, technology service in the field ofinformation technology and software science and technology, hotel management, photography service, cultural and artisticexchange and planning, corporate image planning, marketing planning, business management consulting, business consulting,market information consulting and investigation (it shall not conduct society research, public opinion survey, public opinion poll),sales of electronic products, computer software, hardware and auxiliary equipment, and engage in import and export business ofgoods and technology. [Projects subject to approval in accordance with laws may not be carried out until getting approved byrelevant departments];

3. Party A is willing to provide Party B, on an exclusive basis, with technology promotion, technology development, technologyconsultation, technology services and other services during the term of this Agreement, utilizing its own advantages in humanresources, technology and information, and Party B is willing to accept such exclusive services provided by Party A or Party A�sdesignee(s), each on the terms set forth herein.

Now, therefore, through mutual discussion, Party A and Party B have reached the following agreements:

1. Services Provided by Party A

1.1 Party B hereby appoints Party A as Party B�s exclusive services provider to provide Party B with complete businesssupport and technical and consulting services during the term of this Agreement, in accordance with the terms andconditions of this Agreement, which may include all or part of the services within the business scope of Party B as maybe determined from time to time by Party A, including, but not limited to, technical services, network support, businessconsulting, intellectual property licensing, marketing consulting, system integration, product development and systemmaintenance.

1



1.2 Party B agrees to accept all the consultations and services provided by Party A. Party B further agrees that unless withParty A�s prior written consent, during the term of this Agreement, Party B shall not accept any consultations and/orservices provided by any third party and shall not cooperate with any third party regarding the matters contemplated bythis Agreement. Party A may appoint other parties, who may enter into certain agreements described in Section 1.3 withParty B, to provide Party B with the consultations and/or services under this Agreement.

1.3 Service Providing Methodology

1.3.1 Party A and Party B agree that during the term of this Agreement, both Parties, directly or through theirrespective affiliates, may enter into further technical service agreements or consulting service agreements,which shall provide the specific contents, manner, personnel, and fees for the specific technical services andconsulting services.

1.3.2 To fulfill this Agreement, Party A and Party B agree that during the term of this Agreement, both Parties,directly or through their respective affiliates, may enter into intellectual property (including, but not limited to,software, trademark, patent and know-how) license agreements, which shall allow Party B to use from time totime Party A�s relevant intellectual property as its business requires.

2. Calculation and Payment of the Service Fees

Both Parties agree that, Party A shall issue a bill quarterly to Party B according to the workload and business value of thetechnology services provided by Party A and the price agreed by both Parties; Party B shall pay Party A service fees according tothe date and payment amount on the bill. Party A shall have the right to adjust the standard of service fees at its sole discretionbased on the amount and content of consulting services provided to Party A.

Within fifteen (15) days after the end of each fiscal year, Party B shall deliver to Party A the financial statement of Party B forsuch fiscal year and all operation records, business contracts and financial materials required for issuing such financial statement.If Party A questions the financial statement provided by Party B, a reputable independent accountant could be appointed to auditthe relevant materials. Party B shall cooperate for it.

2



3. Intellectual Property Rights and Confidentiality Clauses

3.1 Party A shall have exclusive and proprietary rights and interests in all rights, ownership, interests and intellectualproperties arising out of or created during the performance of this Agreement, including, but not limited to, copyrights,patents, patent applications, trademarks, software, technical secrets, trade secrets and others, regardless of whether theyhave been developed by Party A or Party B.

3.2 The Parties acknowledge that any oral or written information exchanged among them with respect to this Agreement isconfidential information. Each Party shall maintain the confidentiality of all such information, and without obtainingthe written consent of the other Party, it shall not disclose any relevant information to any third parties, except in thefollowing circumstances: (a) such information is or will be in the public domain (provided that this is not the result of apublic disclosure by the receiving Party); (b) information disclosed as required by applicable laws or rules orregulations of any stock exchange; or (c) information required to be disclosed by any Party to its legal counsel orfinancial advisor regarding the transaction contemplated hereunder, and such legal counsel or financial advisor is alsobound by confidentiality duties similar to the duties in this Section. Disclosure of any confidential information by thestaff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party,which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of thisAgreement for any reason.

3.3 The Parties agree that this Section shall survive changes to, and rescission or termination of, this Agreement.


4.1 Party A hereby represents and warrants as follows:

4.1.1 Party A is a company legally registered and validly existing in accordance with the laws of China.

4.1.2 Party A�s execution and performance of this Agreement is within its corporate capacity and the scope of itsbusiness operations; Party A has taken necessary corporate actions and been given appropriate authorizationand has obtained the consent and approval from third parties and government agencies, and will not violateany restrictions in law or otherwise binding or having an impact on Party A.

3



4.1.3 This Agreement constitutes Party A�s legal, valid and binding obligations, enforceable in accordance with itsterms.

4.2 Party B hereby represents and warrants as follows:

4.2.1 Party B is a company legally registered and validly existing in accordance with the laws of China with relevantgovernmental approval to operate business including technology development, technology transfer, technologyconsultation, technology service in the field of information technology and software science and technology,hotel management, photography service, cultural and artistic exchange and planning, corporate imageplanning, marketing planning, business management consulting, business consulting, market informationconsulting and investigation (it shall not conduct society research, public opinion survey, public opinion poll),sales of electronic products, computer software, hardware and auxiliary equipment, and engage in import andexport business of goods and technology. [Projects subject to approval in accordance with laws may not becarried out until getting approved by relevant departments];

4.2.2 Party B�s execution and performance of this Agreement is within its corporate capacity and the scope of itsbusiness operations; Party B has taken necessary corporate actions and given appropriate authorization and hasobtained the consent and approval from third parties and government agencies, and will not violate anyrestrictions in law or otherwise binding or having an impact on Party B.

4.2.3 This Agreement constitutes Party B�s legal, valid and binding obligations, and shall be enforceable against it.

5. Effectiveness and Term

This Agreement is executed on the date first above written and shall take effect as of such date. Unless earlier terminated inaccordance with the provisions of this Agreement or relevant agreements separately executed between the Parties, the term ofthis Agreement shall continue in force.

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6. Termination

6.1 Unless renewed in accordance with the relevant terms of this Agreement, this Agreement shall be terminated upon thedate of expiration hereof.

6.2 The rights and obligations of the Parties under Articles 3, 7 and 8 shall survive the termination of this Agreement.


7.1 The execution, effectiveness, construction, performance, amendment and termination of this Agreement and theresolution of disputes hereunder shall be governed by the laws of China.

7.2 In the event of any dispute with respect to the construction and performance of the provisions of this Agreement, theParties shall negotiate in good faith to resolve the dispute. In the event the Parties fail to reach an agreement on theresolution of such a dispute within 30 days after any Party�s request for resolution of the dispute through negotiations,any Party may submit the relevant dispute to China International Economic and Trade Arbitration Commission(CIETAC) for arbitration, in accordance with its then-effective arbitration rules. The arbitration shall be conducted inBeijing, and the language used during arbitration shall be Chinese. The arbitration ruling shall be final and binding onboth Parties.


8. Indemnification

Party B shall indemnify and hold harmless Party A from any losses, injuries, obligations or expenses caused by any lawsuit,claims or other demands against Party A arising from or caused by the consultations and services provided by Party A at therequest of Party B, except where such losses, injuries, obligations or expenses arise from the gross negligence or willfulmisconduct of Party A.

9. Notices


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9.2 Any Party may at any time change its address for notices by a notice delivered to the other Party in accordance with theterms hereof.

10. Assignment

10.1 Without Party A�s prior written consent, Party B shall not assign its rights and obligations under this Agreement to anythird party.

10.2 Party B agrees that Party A may assign its obligations and rights under this Agreement to any third party upon a priorwritten notice to Party B but without the consent of Party B.

11. Severability

In the event that one or several of the provisions of this Agreement are found to be invalid, illegal or unenforceable in any aspectin accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Agreementshall not be affected or compromised in any aspect. The Parties shall strive in good faith to replace such invalid, illegal orunenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law and the intentions ofthe Parties, and the economic effect of such effective provisions shall be as close as possible to the economic effect of thoseinvalid, illegal or unenforceable provisions.

12. Amendment and Supplement

Any amendments and supplements to this Agreement shall be in writing. The amendment agreements and supplementaryagreements that have been signed by the Parties and that relate to this Agreement shall be an integral part of this Agreement andshall have the same legal validity as this Agreement.

6



13. Language and Counterparts

This Agreement is written in Chinese with three copies, each of which has equal legal validity.


7



[Signature Pages to Exclusive Business Cooperation Agreement]



Party B: Yishui (Shanghai) Information Technology Co., Ltd.




Exhibit 10.12

Exclusive Call Option Agreement

This Exclusive Call Option Agreement (this �Agreement�) is executed by and among the following Parties as of February 12, 2018:





Whereas:

As of the date of this Agreement, the registered capital of Party C is RMB10,000,000; Party B is all the shareholders of Party C andcollectively holds 100% of the equity interests in Party C;

Now therefore, upon mutual discussion and negotiation, the Parties have reached the following agreement:

1. Sale and Purchase of Equity Interest

1.1 Option Granted

Party B hereby irrevocably grants Party A an irrevocable and exclusive right to purchase, or designate one or morepersons (each, a �Designee�) to purchase the equity interests in Party C then held by Party B once or at multiple timesat any time in part or in whole at Party A�s sole and absolute discretion to the extent permitted by the laws of thePeople�s Republic of China (�China�) and at the price described in Section 1.3 herein (such right being the �EquityInterest Purchase Option�). Except for Party A and the Designee(s), no other person shall be entitled to the EquityInterest Purchase Option or other rights with respect to the equity interests of Party B. Party C hereby agrees to thegrant by Party B of the Equity Interest Purchase Option to Party A. The term �person� as used herein shall refer toindividuals, corporations, partnerships, partners, enterprises, trusts or non-corporate organizations.

1.2 Steps for Exercise of Equity Interest Purchase Option

Subject to the provisions of the laws and regulations of China, Party A may exercise the Equity Interest PurchaseOption by issuing a written notice to Party B (the �Equity Interest Purchase Option Notice�), specifying: (a) PartyA�s decision to exercise the Equity Interest Purchase Option; (b) the portion of equity interests to be purchased fromParty B (the �Optioned Interests�); and (c) the date for purchasing the Optioned Interests and/or the date for transferof the Optioned Interests.

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1.3 Equity Interest Purchase Price

The purchase price of the Optioned Interests (the �Equity Interest Purchase Price�) shall be RMB 1.00 when theEquity Interest Purchase Option is exercised by Party. In the event that there is any mandatory requirement by thelaws of China applicable to the Equity Interest Purchase Option, the Equity Interest Purchase Price shall be the lowestprice as permitted by the applicable laws of China at the time of the transfer of the Optioned Interests. Party Bundertakes and agrees that it has been indemnified appropriately by Party A and its affiliated companies, therefore,within ten (10) days after the receipt of the Equity Interest Purchase Price, the portion of the total Equity InterestPurchase Price received by Party B in excess of RMB 1 shall be returned to Party A and/or its Designee. After Party Aand/or its Designee obtain all approvals, registrations or filings relating to the Optioned Interests and all ownershipdocuments relating to the Optioned Interests to the satisfaction of Party A and/or its Designee, Party A and/or itsDesignee shall pay the Equity Interest Purchase Price in cash to Party B who transfers the Optioned Interest.

1.4 Transfer of Optioned Interests

For each exercise of the Equity Interest Purchase Option:

1.4.1 Party B shall cause Party C to promptly convene a shareholders� meeting, at which a resolution shall beadopted approving Party B�s transfer of the Optioned Interests to Party A and/or the Designee(s);

1.4.2 Party B shall execute a share transfer contract (each, a �Transfer Contract�) with respect to each transferwith Party A and/or each Designee (whichever is applicable), in accordance with the provisions of thisAgreement and the Equity Interest Purchase Option Notice regarding the Optioned Interests;

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1.4.3 The relevant Parties shall execute all other necessary contracts, agreements or documents (including withoutlimitation the Articles of Association of the company), obtain all necessary government licenses and permits(including without limitation the Business License of the company) and take all necessary actions to transfervalid ownership of the Optioned Interests to Party A and/or the Designee(s), unencumbered by any securityinterests, and cause Party A and/or the Designee(s) to become the registered owner(s) of the OptionedInterests. For the purpose of this Section and this Agreement, �security interests� shall include securities,mortgages, third party�s rights or interests, any stock options, acquisition right, right of first refusal, right tooffset, ownership retention or other security arrangements, but shall be deemed to exclude any securityinterest created by this Agreement and Party B�s Equity Interest Pledge Agreement. �Party B��s EquityInterest Pledge Agreement� as used in this Section and this Agreement shall refer to the Equity InterestAgreement (�Equity Interest Pledge Agreement�) executed by and among Party B, Party C and Party A asof the date hereof, whereby Party B pledges all of its equity interests in Party C to Party A, in order toguarantee Party C�s performance of its obligations under the exclusive business corporation agreementexecuted by and between Party C and Party A as of the date hereof.

2. Covenants

2.1 Covenants regarding Party C

Party B (as the shareholders of Party C) and Party C hereby covenants as follows:

2.1.1 Without the prior written consent of Party A, they shall not in any manner supplement, change or amend thearticles of association and bylaws of Party C, increase or decrease its registered capital, or change its structureof registered capital in other manners;

2.1.2 They shall maintain Party C�s corporate existence in accordance with good financial and business standardsand practices by prudently and effectively operating its business and handling its affairs;

2.1.3 Without the prior written consent of Party A, they shall not at any time following the date hereof, sell,transfer, mortgage or dispose of in any manner any assets of Party C or legal or beneficial interest in thebusiness or revenues of Party C, or allow the encumbrance thereon of any security interest, except in ordinarycourse of business;

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2.1.4 Without the prior written consent of Party A, they shall not incur, inherit, guarantee or suffer the existence ofany debt, except for (i) debts incurred in the ordinary course of business other than through loans; and(ii) debts disclosed to Party A for which Party A�s written consent has been obtained;

2.1.5 They shall always operate all of Party C�s businesses during the ordinary course of business to maintain theasset value of Party C and refrain from any action/omission that may affect Party C�s operating status andasset value;

2.1.6 Without the prior written consent of Party A, they shall not cause Party C to execute any major contract,except the contracts in the ordinary course of business (for purpose of this subsection, a contract with a valueexceeding RMB500,000 shall be deemed a major contract);

2.1.7 Without the prior written consent of Party A, they shall not cause Party C to provide any person with any loanor credit;

2.1.8 They shall provide Party A with information on Party C�s business operations and financial condition atParty A�s request;

2.1.9 If requested by Party A, they shall procure and maintain insurance in respect of Party C�s assets and businessfrom an insurance carrier acceptable to Party A, at an amount and type of coverage typical for companies thatoperate similar businesses;

2.1.10 Without the prior written consent of Party A, they shall not cause or permit Party C to merge, consolidatewith, acquire or invest in any person,;

2.1.11 Without the prior written consent of Party A, they shall not liquidate, dissolve or deregister Party C.

2.1.12 They shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitrationor administrative proceedings relating to Party C�s assets, business or revenue;

2.1.13 To maintain the ownership by Party C of all of its assets, they shall execute all necessary or appropriatedocuments, take all necessary or appropriate actions and file all necessary or appropriate complaints or raisenecessary and appropriate defenses against all claims;

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2.1.14 Without the prior written consent of Party A, they shall ensure that Party C shall not in any manner distributedividends to its shareholders, however, upon Party A�s written request, Party C shall immediately distributeall distributable profits to its shareholders; and

2.1.15 At the request of Party A, they shall appoint any persons designated by Party A as directors of Party C.

2.2 Covenants of Party B

Party B hereby covenants as follows:

2.2.1 Without the prior written consent of Party A, Party B shall not sell, transfer, mortgage or dispose of in anyother manner any legal or beneficial interest in the equity interests in Party C held by Party B, or allow theencumbrance thereon of any security interest, except for the pledge placed on these equity interests inaccordance with Party B�s Equity Interest Pledge Agreement;

2.2.2 Party B shall cause the shareholders� meeting and/or the board of directors of Party C not to approve the sale,transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the equity interestsin Party C held by Party B, or allow the encumbrance thereon of any security interest, without the priorwritten consent of Party A, except for the pledge placed on these equity interests in accordance with PartyB�s Equity Interest Pledge Agreement;

2.2.3 Party B shall cause the shareholders� meeting or the board of directors of Party C not to approve the mergeror consolidation with any person, or the acquisition of or investment in any person, without the prior writtenconsent of Party A;

2.2.4 Party B shall immediately notify Party A of the occurrence or possible occurrence of any litigation,arbitration or administrative proceedings relating to the equity interests in Party C held by Party B;

2.2.5 Party B shall cause the shareholders� meeting or the board of directors of Party C to vote their approval of thetransfer of the Optioned Interests as set forth in this Agreement and to take any and all other actions that maybe requested by Party A;

2.2.6 To the extent necessary to maintain Party B�s ownership in Party C, Party B shall execute all necessary orappropriate documents, take all necessary or appropriate actions and file all necessary or appropriatecomplaints or raise necessary and appropriate defenses against all claims;

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2.2.7 Party B shall appoint any Designee of Party A as director of Party C, at the request of Party A;

2.2.8 At the request of Party A at any time, Party B shall promptly and unconditionally transfer its equity interestsin Party C to Party A�s Designee(s) in accordance with the Equity Interest Purchase Option under thisAgreement; and

2.2.9 Party B shall strictly abide by the provisions of this Agreement and other contracts jointly or separatelyexecuted by and among Party B, Party C and Party A, perform the obligations hereunder and thereunder, andrefrain from any action/omission that may affect the effectiveness and enforceability thereof. To the extentthat Party B has any remaining rights with respect to the equity interests subject to this Agreement hereunderor under the Equity Interest Pledge Agreement among the same parties hereto or under the power of attorneyagreement granted in favor of Party A, Party B shall not exercise such rights except in accordance with thewritten instructions of Party A.


Party B and Party C hereby represent and warrant to Party A, jointly and severally, as of the date of this Agreement and eachdate of transfer of the Optioned Interests, that:

3.1. They have the authority to execute and deliver this Agreement and any share Transfer Contracts to which they are aparty concerning the Optioned Interests to be transferred thereunder, and to perform their obligations under thisAgreement and any Transfer Contracts. Party B and Party C agree to enter into Transfer Contracts consistent with theterms of this Agreement upon Party A�s exercise of the Equity Interest Purchase Option. This Agreement and theTransfer Contracts to which they are a party constitute or will constitute their legal, valid and binding obligations andshall be enforceable against them in accordance with the provisions thereof;

3.2. The execution and delivery of this Agreement or any Transfer Contracts and the obligations under this Agreement orany Transfer Contracts shall not: (i) cause any violation of any applicable laws of China; (ii) be inconsistent with thearticles of association, bylaws or other organizational documents of Party C; (iii) cause the violation of any contracts orinstruments to which they are a party or which are binding on them, or constitute any breach under any contracts orinstruments to which they are a party or which are binding on them; (iv) cause any violation of any condition for thegrant and/or continued effectiveness of any licenses or permits issued to either of them; or (v) cause the suspension orrevocation of or imposition of additional conditions to any licenses or permits issued to either of them;

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3.3. Party B has a good and merchantable title to the equity interests in Party C he holds. Except for Party B�s EquityInterest Pledge Agreement, Party B has not placed any security interest on such equity interests;

3.4. Party C has a good and merchantable title to all of its assets, and has not placed any security interest on theaforementioned assets;

3.5. Party C does not have any outstanding debts, except for (i) debt incurred in the ordinary course of business; and(ii) debts disclosed to Party A for which Party A�s written consent has been obtained;

3.6. There are no pending or threatened litigation, arbitration or administrative proceedings relating to the equity interests inParty C, assets of Party C or Party C.

4. Effective Date

This Agreement shall become effective upon the date hereof, and remain effective until all the equity interests held by Party Bhave been transferred to Party A and/or the Designee(s) through exercising Equity Interest Purchase Option.


5.1 Governing law

The execution, effectiveness, construction, performance, amendment and termination of this Agreement and theresolution of disputes hereunder shall be governed by the laws of China.

5.2 Disputes Resolution

In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall firstresolve the dispute through friendly negotiations. In the event the Parties fail to reach an agreement on the disputewithin 30 days after either Party�s request to the other Parties for resolution of the dispute through negotiations, eitherParty may submit the relevant dispute to China International Economic and Trade Arbitration Commission (CIETAC)for arbitration, in accordance with its then effective arbitration rules. The arbitration shall be conducted in Beijing, andthe language used in arbitration shall be Chinese. The arbitration award shall be final and binding on all Parties.

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6. Taxes and Fees

Party C shall pay any and all transfer and registration tax, expenses and fees incurred thereby or levied thereon in accordancewith the laws of China in connection with the preparation and execution of this Agreement and the Transfer Contracts, as wellas the consummation of the transactions contemplated under this Agreement and the Transfer Contracts.

7. Notices







8. Confidentiality

The Parties acknowledge that any oral or written information exchanged among them with respect to this Agreement isconfidential information. Each Party shall maintain the confidentiality of all such information, and without obtaining thewritten consent of other Parties, it shall not disclose any relevant information to any third parties, except in the followingcircumstances: (a) such information is or will be in the public domain (provided that this is not the result of a public disclosureby the receiving Party); (b) information disclosed as required by applicable laws or rules or regulations of any stock exchange;or (c) information required to be disclosed by any Party to its legal counsel or financial advisor regarding the transactioncontemplated hereunder, and such legal counsel or financial advisor are also bound by confidentiality duties similar to theduties in this Section. Disclosure of any confidential information by the staff members or agency hired by any Party shall bedeemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of thisAgreement. This Section shall survive the termination of this Agreement for any reason.

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9. Further Warranties

The Parties agree to promptly execute documents that are reasonably required for or are conducive to the implementation of theprovisions and purposes of this Agreement and take further actions that are reasonably required for or are conducive to theimplementation of the provisions and purposes of this Agreement.

10. Miscellaneous

10.1 Amendment, change and supplement

Any amendment, change and supplement to this Agreement shall require the execution of a written agreement by allof the Parties.

10.2 Entire agreement

Except for the amendments, supplements or changes in writing executed after the execution of this Agreement, thisAgreement shall constitute the entire agreement reached by and among the Parties hereto with respect to the subjectmatter hereof, and shall supersede all prior oral and written consultations, representations and contracts reached withrespect to the subject matter of this Agreement, including but not limited to the prior exclusive call option agreement.

10.3 Headings

The headings of this Agreement are for convenience only, and shall not be used to interpret, explain or otherwiseaffect the meanings of the provisions of this Agreement.

10.4 Language

This Agreement is written in Chinese in three (3) copies, each of which has equal legal validity.

10.5 Severability

In the event that one or several of the provisions of this Agreement are found to be invalid, illegal or unenforceable inany aspect in accordance with any laws or regulations, the validity, legality or enforceability of the remainingprovisions of this Agreement shall not be affected or compromised in any respect. The Parties shall strive in goodfaith to replace such invalid, illegal or unenforceable provisions with effective provisions that accomplish to thegreatest extent permitted by law and the intentions of the Parties, and the economic effect of such effective provisionsshall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions.

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10.6 Successors

This Agreement shall be binding on and shall inure to the interest of the respective successors of the Parties and thepermitted assigns of such Parties.

10.7 Survival

10.7.1 Any obligations that occur or that are due as a result of this Agreement upon the expiration or earlytermination of this Agreement shall survive the expiration or early termination thereof.

10.7.2 The provisions of Sections 5, 7, 8 and this Section 10.8 shall survive the termination of this Agreement.

10.8 Waivers

Any Party may waive the terms and conditions of this Agreement, provided that such a waiver must be provided inwriting and shall require the signatures of the Parties. No waiver by any Party in certain circumstances with respect toa breach by other Parties shall operate as a waiver by such a Party with respect to any similar breach in othercircumstances.

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[Signature Pages to Exclusive Call Option Agreement]






Party B:

Jing Gao

By: /s/ Jing Gao




Party B:

Yan Cui

By: /s/ Yan Cui



Exhibit 10.13

Exclusive Call Option Agreement

This Exclusive Call Option Agreement (this �Agreement�) is executed by and among the following Parties as of February 12, 2018:





Whereas:

As of the date of this Agreement, the registered capital of Party Cis RMB10,000,000; Party B is all the shareholders of Party C andcollectively holds 100% of the equity interests in Party C;

Now therefore, upon mutual discussion and negotiation, the Parties have reached the following agreement:

1. Sale and Purchase of Equity Interest

1.1 Option Granted

Party B hereby irrevocably grants Party A an irrevocable and exclusive right to purchase, or designate one or morepersons (each, a �Designee�) to purchase the equity interests in Party C then held by Party B once or at multiple timesat any time in part or in whole at Party A�s sole and absolute discretion to the extent permitted by the laws of thePeople�s Republic of China (�China�) and at the price described in Section 1.3 herein (such right being the �EquityInterest Purchase Option�). Except for Party A and the Designee(s), no other person shall be entitled to the EquityInterest Purchase Option or other rights with respect to the equity interests of Party B. Party C hereby agrees to thegrant by Party B of the Equity Interest Purchase Option to Party A. The term �person� as used herein shall refer toindividuals, corporations, partnerships, partners, enterprises, trusts or non-corporate organizations.

1.2 Steps for Exercise of Equity Interest Purchase Option

Subject to the provisions of the laws and regulations of China, Party A may exercise the Equity Interest PurchaseOption by issuing a written notice to Party B (the �Equity Interest Purchase Option Notice�), specifying: (a) PartyA�s decision to exercise the Equity Interest Purchase Option; (b) the portion of equity interests to be purchased fromParty B (the �Optioned Interests�); and (c) the date for purchasing the Optioned Interests and/or the date for transferof the Optioned Interests.

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1.3 Equity Interest Purchase Price

The purchase price of the Optioned Interests (the �Equity Interest Purchase Price�) shall be RMB 1.00 when theEquity Interest Purchase Option is exercised by Party. In the event that there is any mandatory requirement by thelaws of China applicable to the Equity Interest Purchase Option, the Equity Interest Purchase Price shall be the lowestprice as permitted by the applicable laws of China at the time of the transfer of the Optioned Interests. Party Bundertakes and agrees that it has been indemnified appropriately by Party A and its affiliated companies, therefore,within ten (10) days after the receipt of the Equity Interest Purchase Price, the portion of the total Equity InterestPurchase Price received by Party B in excess of RMB 1 shall be returned to Party A and/or its Designee. After Party Aand/or its Designee obtain all approvals, registrations or filings relating to the Optioned Interests and all ownershipdocuments relating to the Optioned Interests to the satisfaction of Party A and/or its Designee, Party A and/or itsDesignee shall pay the Equity Interest Purchase Price in cash to Party B who transfers the Optioned Interest.

1.4 Transfer of Optioned Interests

For each exercise of the Equity Interest Purchase Option:

1.4.1 Party B shall cause Party C to promptly convene a shareholders� meeting, at which a resolution shall beadopted approving Party B�s transfer of the Optioned Interests to Party A and/or the Designee(s);

1.4.2 Party B shall execute a share transfer contract (each, a �Transfer Contract�) with respect to each transferwith Party A and/or each Designee (whichever is applicable), in accordance with the provisions of thisAgreement and the Equity Interest Purchase Option Notice regarding the Optioned Interests;

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1.4.3 The relevant Parties shall execute all other necessary contracts, agreements or documents (including withoutlimitation the Articles of Association of the company), obtain all necessary government licenses and permits(including without limitation the Business License of the company) and take all necessary actions to transfervalid ownership of the Optioned Interests to Party A and/or the Designee(s), unencumbered by any securityinterests, and cause Party A and/or the Designee(s) to become the registered owner(s) of the OptionedInterests. For the purpose of this Section and this Agreement, �security interests� shall include securities,mortgages, third party�s rights or interests, any stock options, acquisition right, right of first refusal, right tooffset, ownership retention or other security arrangements, but shall be deemed to exclude any securityinterest created by this Agreement and Party B�s Equity Interest Pledge Agreement. �Party B��s EquityInterest Pledge Agreement� as used in this Section and this Agreement shall refer to the Equity InterestPledge Agreement (�Equity Interest Pledge Agreement�) executed by and among Party B, Party C andParty A as of the date hereof, whereby Party B pledges all of its equity interests in Party C to Party A, inorder to guarantee Party C�s performance of its obligations under the exclusive business corporationagreement executed by and between Party C and Party A as of the date hereof.

2. Covenants

2.1 Covenants regarding Party C

Party B (as the shareholders of Party C) and Party C hereby covenants as follows:

2.1.1 Without the prior written consent of Party A, they shall not in any manner supplement, change or amend thearticles of association and bylaws of Party C, increase or decrease its registered capital, or change its structureof registered capital in other manners;

2.1.2 They shall maintain Party C�s corporate existence in accordance with good financial and business standardsand practices by prudently and effectively operating its business and handling its affairs;

2.1.3 Without the prior written consent of Party A, they shall not at any time following the date hereof, sell, transfer,mortgage or dispose of in any manner any assets of Party C or legal or beneficial interest in the business orrevenues of Party C, or allow the encumbrance thereon of any security interest, except in ordinary course ofbusiness;

2.1.4 Without the prior written consent of Party A, they shall not incur, inherit, guarantee or suffer the existence ofany debt, except for (i) debts incurred in the ordinary course of business other than through loans; and(ii) debts disclosed to Party A for which Party A�s written consent has been obtained;

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2.1.5 They shall always operate all of Party C�s businesses during the ordinary course of business to maintain theasset value of Party C and refrain from any action/omission that may affect Party C�s operating status andasset value;

2.1.6 Without the prior written consent of Party A, they shall not cause Party C to execute any major contract,except the contracts in the ordinary course of business (for purpose of this subsection, a contract with a valueexceeding RMB 500,000 shall be deemed a major contract);

2.1.7 Without the prior written consent of Party A, they shall not cause Party C to provide any person with any loanor credit;

2.1.8 They shall provide Party A with information on Party C�s business operations and financial condition atParty A�s request;

2.1.9 If requested by Party A, they shall procure and maintain insurance in respect of Party C�s assets and businessfrom an insurance carrier acceptable to Party A, at an amount and type of coverage typical for companies thatoperate similar businesses;

2.1.10 Without the prior written consent of Party A, they shall not cause or permit Party C to merge, consolidatewith, acquire or invest in any person,;

2.1.11 Without the prior written consent of Party A, they shall not liquidate, dissolve or deregister Party C.

2.1.12 They shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitrationor administrative proceedings relating to Party C�s assets, business or revenue;

2.1.13 To maintain the ownership by Party C of all of its assets, they shall execute all necessary or appropriatedocuments, take all necessary or appropriate actions and file all necessary or appropriate complaints or raisenecessary and appropriate defenses against all claims;

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2.1.14 Without the prior written consent of Party A, they shall ensure that Party C shall not in any manner distributedividends to its shareholders, however, upon Party A�s written request, Party C shall immediately distributeall distributable profits to its shareholders; and

2.1.15 At the request of Party A, they shall appoint any persons designated by Party A as directors of Party C.

2.2 Covenants of Party B

Party B hereby covenants as follows:

2.2.1 Without the prior written consent of Party A, Party B shall not sell, transfer, mortgage or dispose of in anyother manner any legal or beneficial interest in the equity interests in Party C held by Party B, or allow theencumbrance thereon of any security interest, except for the pledge placed on these equity interests inaccordance with Party B�s Equity Interest Pledge Agreement;

2.2.2 Party B shall cause the shareholders� meeting and/or the board of directors of Party C not to approve the sale,transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the equity interestsin Party C held by Party B, or allow the encumbrance thereon of any security interest, without the priorwritten consent of Party A, except for the pledge placed on these equity interests in accordance with PartyB�s Equity Interest Pledge Agreement;

2.2.3 Party B shall cause the shareholders� meeting or the board of directors of Party C not to approve the mergeror consolidation with any person, or the acquisition of or investment in any person, without the prior writtenconsent of Party A;

2.2.4 Party B shall immediately notify Party A of the occurrence or possible occurrence of any litigation,arbitration or administrative proceedings relating to the equity interests in Party C held by Party B;

2.2.5 Party B shall cause the shareholders� meeting or the board of directors of Party C to vote their approval of thetransfer of the Optioned Interests as set forth in this Agreement and to take any and all other actions that maybe requested by Party A;

2.2.6 To the extent necessary to maintain Party B�s ownership in Party C, Party B shall execute all necessary orappropriate documents, take all necessary or appropriate actions and file all necessary or appropriatecomplaints or raise necessary and appropriate defenses against all claims;

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2.2.7 Party B shall appoint any Designee of Party A as director of Party C, at the request of Party A;

2.2.8 At the request of Party A at any time, Party B shall promptly and unconditionally transfer its equity interestsin Party C to Party A�s Designee(s) in accordance with the Equity Interest Purchase Option under thisAgreement; and

2.2.9 Party B shall strictly abide by the provisions of this Agreement and other contracts jointly or separatelyexecuted by and among Party B, Party C and Party A, perform the obligations hereunder and thereunder, andrefrain from any action/omission that may affect the effectiveness and enforceability thereof. To the extentthat Party B has any remaining rights with respect to the equity interests subject to this Agreement hereunderor under the Equity Interest Pledge Agreement among the same parties hereto or under the power of attorneyagreement granted in favor of Party A, Party B shall not exercise such rights except in accordance with thewritten instructions of Party A.


Party B and Party C hereby represent and warrant to Party A, jointly and severally, as of the date of this Agreement and eachdate of transfer of the Optioned Interests, that:

3.1. They have the authority to execute and deliver this Agreement and any share Transfer Contracts to which they are aparty concerning the Optioned Interests to be transferred thereunder, and to perform their obligations under thisAgreement and any Transfer Contracts. Party B and Party C agree to enter into Transfer Contracts consistent with theterms of this Agreement upon Party A�s exercise of the Equity Interest Purchase Option. This Agreement and theTransfer Contracts to which they are a party constitute or will constitute their legal, valid and binding obligations andshall be enforceable against them in accordance with the provisions thereof;

3.2. The execution and delivery of this Agreement or any Transfer Contracts and the obligations under this Agreement orany Transfer Contracts shall not: (i) cause any violation of any applicable laws of China; (ii) be inconsistent with thearticles of association, bylaws or other organizational documents of Party C; (iii) cause the violation of any contracts orinstruments to which they are a party or which are binding on them, or constitute any breach under any contracts orinstruments to which they are a party or which are binding on them; (iv) cause any violation of any condition for thegrant and/or continued effectiveness of any licenses or permits issued to either of them; or (v) cause the suspension orrevocation of or imposition of additional conditions to any licenses or permits issued to either of them;

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3.3. Party B has a good and merchantable title to the equity interests in Party C he holds. Except for Party B�s EquityInterest Pledge Agreement, Party B has not placed any security interest on such equity interests;

3.4. Party C has a good and merchantable title to all of its assets, and has not placed any security interest on theaforementioned assets;

3.5. Party C does not have any outstanding debts, except for (i) debt incurred in the ordinary course of business; and(ii) debts disclosed to Party A for which Party A�s written consent has been obtained;

3.6. There are no pending or threatened litigation, arbitration or administrative proceedings relating to the equity interests inParty C, assets of Party C or Party C.

4. Effective Date

This Agreement shall become effective upon the date hereof, and remain effective until all the equity interests held by Party Bhave been transferred to Party A and/or the Designee(s) through exercising Equity Interest Purchase Option.


5.1 Governing law

The execution, effectiveness, construction, performance, amendment and termination of this Agreement and theresolution of disputes hereunder shall be governed by the laws of China.

5.2 Disputes Resolution

In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall firstresolve the dispute through friendly negotiations. In the event the Parties fail to reach an agreement on the disputewithin 30 days after either Party�s request to the other Parties for resolution of the dispute through negotiations, eitherParty may submit the relevant dispute to China International Economic and Trade Arbitration Commission (CIETAC)for arbitration, in accordance with its then effective arbitration rules. The arbitration shall be conducted in Beijing, andthe language used in arbitration shall be Chinese. The arbitration award shall be final and binding on all Parties.

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6. Taxes and Fees

Party C shall pay any and all transfer and registration tax, expenses and fees incurred thereby or levied thereon in accordancewith the laws of China in connection with the preparation and execution of this Agreement and the Transfer Contracts, as wellas the consummation of the transactions contemplated under this Agreement and the Transfer Contracts.

7. Notices







8. Confidentiality

The Parties acknowledge that any oral or written information exchanged among them with respect to this Agreement isconfidential information. Each Party shall maintain the confidentiality of all such information, and without obtaining thewritten consent of other Parties, it shall not disclose any relevant information to any third parties, except in the followingcircumstances: (a) such information is or will be in the public domain (provided that this is not the result of a public disclosureby the receiving Party); (b) information disclosed as required by applicable laws or rules or regulations of any stock exchange;or (c) information required to be disclosed by any Party to its legal counsel or financial advisor regarding the transactioncontemplated hereunder, and such legal counsel or financial advisor are also bound by confidentiality duties similar to theduties in this Section. Disclosure of any confidential information by the staff members or agency hired by any Party shall bedeemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of thisAgreement. This Section shall survive the termination of this Agreement for any reason.

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9. Further Warranties

The Parties agree to promptly execute documents that are reasonably required for or are conducive to the implementation of theprovisions and purposes of this Agreement and take further actions that are reasonably required for or are conducive to theimplementation of the provisions and purposes of this Agreement.

10. Miscellaneous

10.1 Amendment, change and supplement

Any amendment, change and supplement to this Agreement shall require the execution of a written agreement by allof the Parties.

10.2 Entire agreement

Except for the amendments, supplements or changes in writing executed after the execution of this Agreement, thisAgreement shall constitute the entire agreement reached by and among the Parties hereto with respect to the subjectmatter hereof, and shall supersede all prior oral and written consultations, representations and contracts reached withrespect to the subject matter of this Agreement, including but not limited to the prior exclusive call option agreement.

10.3 Headings

The headings of this Agreement are for convenience only, and shall not be used to interpret, explain or otherwiseaffect the meanings of the provisions of this Agreement.

10.4 Language

This Agreement is written in Chinese in three (3) copies, each of which has equal legal validity.

10.5 Severability

In the event that one or several of the provisions of this Agreement are found to be invalid, illegal or unenforceable inany aspect in accordance with any laws or regulations, the validity, legality or enforceability of the remainingprovisions of this Agreement shall not be affected or compromised in any respect. The Parties shall strive in goodfaith to replace such invalid, illegal or unenforceable provisions with effective provisions that accomplish to thegreatest extent permitted by law and the intentions of the Parties, and the economic effect of such effective provisionsshall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions.

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10.6 Successors

This Agreement shall be binding on and shall inure to the interest of the respective successors of the Parties and thepermitted assigns of such Parties.

10.7 Survival

10.7.1 Any obligations that occur or that are due as a result of this Agreement upon the expiration or earlytermination of this Agreement shall survive the expiration or early termination thereof.

10.7.2 The provisions of Sections 5, 7, 8 and this Section 10.8 shall survive the termination of this Agreement.

10.8 Waivers

Any Party may waive the terms and conditions of this Agreement, provided that such a waiver must be provided inwriting and shall require the signatures of the Parties. No waiver by any Party in certain circumstances with respect toa breach by other Parties shall operate as a waiver by such a Party with respect to any similar breach in othercircumstances.

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Party B:

Jing Gao

By: /s/ Jing Gao




Party B:

Yan Cui

By: /s/ Yan Cui



Exhibit 10.15

PHOENIX TREE HOLDINGS LIMITED2019 EQUITY INCENTIVE PLAN

As adopted on October 28, 2019

1. Purposes of the Plan.

The purposes of this Phoenix Tree Holdings Limited 2019 Equity Incentive Plan (the �Plan�) is to enable PhoenixTree Holdings Limited, an exempted company incorporated in the Cayman Islands (the �Company�) to attract and retain the services ofemployees, directors and consultants considered essential to the success of the Company and the Group Members (as defined below)(collectively, the �Group�) by providing additional incentives to promote the success of the Group as a whole. Options, RestrictedShares, Restricted Share Units, Dividend Equivalents, Share Appreciation Rights and Share Payments (each as defined below) may begranted under the Plan. Options granted under the Plan will be Nonstatutory Stock Options (as defined below).

2. Definitions and Interpretation.

(a) Definitions. In this Plan, unless the context otherwise requires, the terms used below, when capitalized herein, shall havethe following meanings:

�Administrator� means the Committee or any member(s) of the Board or officer(s) of the Company whom theCommittee has delegated its authority to act as the Administrator as provided in Section 4(e).

�Applicable Law� means the legal requirements relating to the Plan and the Awards under applicable provisions of thecorporate, securities, tax and other laws, rules, regulations and government orders, and the rules of any applicable stock exchange orautomated quotation system, of any jurisdiction applicable to Awards granted to residents therein.

�Award� means an Option, Restricted Share, Restricted Share Unit, Dividend Equivalent, Share Appreciation Right orShare Payment award granted to a Participant pursuant to the Plan.

�Award Agreement� means any written agreement, contract, or other instrument or document evidencing an Award,including through electronic medium.

�Board� means the Board of Directors of the Company.

�Business� means any Person that carries on activities for profit, and shall be deemed to include any affiliate of suchPerson.

�Cause� means, with respect to a Participant, unless in the case of a particular Award, the particular Award Agreementstates otherwise, (a) the applicable Group Member having �cause,� �just cause� or term of similar meaning or import, to terminate aParticipant�s employment or service, as defined in any employment, consulting or services agreement between the Participant and suchGroup Member in effect at the time of such termination or (b) in the absence of any such employment, consulting or services agreement(or the absence of any definition of �cause,� �just cause� or term of similar meaning or import contained therein), the following eventsor conditions, as determined by the Administrator in its sole discretion:

(i) any commission of an act of theft, embezzlement, fraud, dishonesty, ethical breach or other similar acts, orcommission of a criminal offense;



(ii) any material breach of any agreement or understanding between the Participant and any Group Member,including any applicable intellectual property and/or invention assignment, employment, non-competition, confidentiality or othersimilar agreement or the Group Member�s code of conduct or other workplace rules;

(iii) any material misrepresentation or omission of any material fact in connection with the Participant�semployment with any Group Member or service as a Service Provider;

(iv) any material failure to perform the customary duties as an Employee, Consultant or Director, to obey thereasonable directions of a supervisor or to abide by the policies or codes of conduct of any Group Member that are applicable to suchParticipant or to satisfy the requirements or working standards of the applicable Group Member during any applicable probationaryemployment period; or

(v) any conduct that is materially adverse to the name, reputation or interests of a Group Member or the Groupas a whole.

�Change in Control� means any of the following transactions:

(i) an amalgamation, arrangement, merger, consolidation or scheme of arrangement in which the Company isnot the surviving entity, except for a transaction the principal purpose of which is to change the jurisdiction in which the Company isincorporated or following which the holders of the Company�s voting securities immediately prior to such transaction own more than50% of the voting securities of the surviving entity;

(ii) the sale, transfer or other disposition of all or substantially all of the assets of the Company (other than to aSubsidiary);

(iii) the completion of a voluntary or insolvent liquidation or dissolution of the Company;

(iv) any takeover, reverse takeover, scheme of arrangement, or series of related transactions culminating in areverse takeover or scheme of arrangement (including a tender offer followed by a takeover or reverse takeover) in which the Companysurvives but (A) the securities of the Company outstanding immediately prior to such transaction are converted or exchanged by virtueof the transaction into other property, whether in the form of securities, cash or otherwise, or (B) the securities possessing more than50% of the total combined voting power of the Company�s then issued and outstanding securities are transferred to a person or personsdifferent from those who held such securities immediately prior to such transaction culminating in such takeover, reverse takeover orscheme of arrangement, or (C) the Company issues new voting securities in connection with any such transaction, in each case, suchthat holders of the Company�s voting securities immediately prior to the transaction no longer hold more than 50% of the votingsecurities of the Company after the transaction; or

(v) the acquisition in a single or series of related transactions by any person or related group of persons (otherthan Employees of one or more Group Members or entities established for the benefit of the Employees of one or more GroupMembers) of (A) control of the Board or the ability to appoint a majority of the members of the Board, or (B) beneficial ownership(within the meaning of Rule 13d-3 under the U.S. Securities Exchange Act) of securities possessing more than fifty percent (50%) of thetotal combined voting power of the Company�s then issued and outstanding securities.

�Code� means the United States Internal Revenue Code of 1986, as amended.

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�Committee� means the Compensation Committee of the Board (or a subcommittee thereof), or such other committeeof the Board to which the Board has delegated power to act pursuant to the provisions of the Plan; provided, that in the absence of anysuch committee, the term �Committee� shall mean the Board.

�Company� has the meaning set forth in Section 1.

�Competitor� means any Business that is engaged in or is about to become engaged in any activity of any nature thatcompetes with a product, process, technique, procedure, device or service of any Group Member. The Administrator may determine inits sole discretion a list of Competitors applicable to the relevant provisions of the Award Agreements from time to time.

�Consultant� means any Person who is engaged by a Group Member to render consulting or advisory services to aGroup Member.

�Control� means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause thedirection of the management policies of a Person whether through the ownership of the voting securities of such Person or by contractor otherwise.

�Director� means a member of the board of directors or similar governing body of a Group Member.

�Disability� means, unless in the case of a particular Award, the particular Award Agreement states otherwise, as toany Participant, (a) �Disability,� as defined in any employment, consulting or services agreement between the Participant and theapplicable Group Member in effect at the time of such termination; or (b) in the absence of any such employment, consulting or servicesagreement (or in the absence of any definition of �Disability� contained therein), a disability, whether temporary or permanent, partialor total, as determined by the Administrator in its sole discretion.

�Dividend Equivalent� means a right to receive (in cash or other property or, subject to Section 14, a reduction inexercise price or base price of the relevant outstanding Award) dividends paid on Shares underlying an Award (or an amount equal tothe dividends that would have been paid on such Shares as if such Shares had been issued and outstanding during the relevant period) asprovided under Section 14.

�Employee� means any person who has an employment relationship with any Group Member. A Service Providershall not cease to be an Employee in the case of (i) any leave of absence approved by the relevant Group Member under ApplicableLaw, or (ii) subject to the last sentence of the definition of �Service Provider� below, transfers between locations of Group Members.

�Fair Market Value� means, as of any date, the fair market value of a Share determined as follows:

(i) If the Shares are listed on one or more established stock exchanges or traded on automated quotation system,the Fair Market Value shall be the closing sales price for a Share (or the closing bid, if no sales were reported) as quoted on the principalexchange or system on which the Shares are listed or traded on the date of determination, as reported in Bloomberg or such other sourceas the Administrator deems reliable unless otherwise prescribed by any Applicable Law, or, if the date of determination is not a TradingDate, the closing sales price as quoted on the principal exchange or system on which the Shares are listed or traded on the Trading Dateimmediately preceding the date of determination, as reported in Bloomberg or such other source as the Administrator deems reliableunless otherwise prescribed by any Applicable Law;

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(ii) If depositary receipts representing the Shares are listed on one or more established stock exchanges ortraded on an automated quotation system, the Fair Market Value shall be the closing sales price for such depositary receipts (or theclosing bid, if no sales were reported) as quoted on the principal exchange or system on the date of determination, as reported inBloomberg or such other source as the Administrator deems reliable, divided by the number of Shares that are represented by suchdepositary receipts, or, if the date of determination is not a Trading Date, the closing sales price for such depositary receipts as quotedon the principal exchange or system on which such depositary receipts are listed or traded on the Trading Date immediately precedingthe date of determination, as reported in Bloomberg or such other source as the Administrator deems reliable unless otherwiseprescribed by any Applicable Law, divided by the number of Shares that are represented by such depositary receipts; or

(iii) In the absence of an established market for the Shares, the Fair Market Value of a Share shall be determinedin good faith by the Board.

�Family Member� means, with respect to a Participant, (i) the Participant�s Immediate Family Member; (ii) a trustsolely for the benefit of the Participant and/or one or more of the Participant�s Immediate Family Members; or (iii) a partnership orlimited liability company whose only partners or shareholders are the Participant and/or one or more of the Participant�s ImmediateFamily Members.

�Group� has the meaning set forth in Section 1.

�Group Member� means the Company, any Subsidiary or any Related Entity.

�Immediate Family Member� means, with respect to any Participant, the Participant�s child, stepchild, parent,stepparent or spouse.

�Nonstatutory Stock Option� means an Option not intended to qualify as an �incentive stock option� underSection 422 of the Code.

�Option� means an option to purchase Shares granted pursuant to the Plan.

�Participant� means the holder of an outstanding Award granted under the Plan.

�Person� means any natural person, firm, company, corporation, body corporate, partnership, association,government, state or agency of a state, local, municipal or provincial authority or government body, joint venture, trust, individualproprietorship, business trust or other enterprise, entity or organization (whether or not having separate legal personality).

�Plan� has the meaning set forth in Section 1.

�Related Entity� means any Person in or of which the Company or a Subsidiary holds a substantial economic interest,or possesses the power to direct or cause the direction of the management policies, directly or indirectly, through the ownership ofvoting securities, by contract, or other arrangements as trustee, executor or otherwise, but which, for purposes of the Plan, is not aSubsidiary and which the Administrator designates as a Related Entity. For purposes of the Plan, any Person in or of which theCompany or a Subsidiary owns, directly or indirectly, securities or interests representing twenty percent (20%) or more of its totalcombined voting power of all classes of securities or interests shall be deemed a �Related Entity� unless the Administrator determinesotherwise.

�Restricted Share� means a Share subject to restrictions and repurchase rights granted pursuant to the Plan.

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�Restricted Share Unit� means the right to receive a Share at a future date granted pursuant to the Plan.

�Service Provider� means any Person who is an Employee, a Consultant or a Director; provided, that Awards shall notbe granted to any Consultant or Director in any jurisdiction in which, pursuant to Applicable Law, grants to non-employees are notpermitted. Except as otherwise expressly provided herein or in any Award Agreement, if any Person is a Service Provider by reason ofbeing an Employee, Director or Consultant to a Group Member, and such Person�s service is transferred to another Group Member,then the Administrator, in its sole discretion, may determine that such Person�s service as a Service Provider has terminated as a resultof such transfer for any or all purposes of any Award, Award Agreement and the Plan.

�Share� means a Class A ordinary share of the Company, par value US$0.00002 per share, as adjusted in accordancewith Section 14 below.

�Share Appreciation Right� means a right to receive a payment equal to the excess of the Fair Market Value of aspecified number of Shares on the date the Share Appreciation Right is exercised over the base price set forth in the applicable AwardAgreement, granted pursuant to the Plan.

�Share Payment� means a payment in the form of Shares, as part of any bonus, deferred compensation or other cashcompensation arrangement, made in lieu of all or any portion of such bonus, deferred compensation or other cash compensationarrangement, granted pursuant to the Plan.

�Subsidiary� means any Person Controlled by the Company. For purposes of the Plan, any �variable interest entity�that is consolidated into the consolidated financial statements of the Company under applicable accounting principles or standards asmay apply to the consolidated financial statements of the Company shall be deemed a Subsidiary.

�Tax� means any income, employment, social welfare or other tax withholding obligations (including a Participant�stax obligations) or any levies, stamp duties, charges or taxes required or permitted to be withheld or otherwise payable under ApplicableLaw with respect to any taxable event concerning a Participant arising as a result of this Plan.

�Terminated for Cause� or �Termination for Cause� means, in the case of a Participant, (i) the termination of theParticipant�s status as a Service Provider for Cause or (ii) the Participant�s termination without Cause or voluntary resignation as aService Provider if the Administrator determines at any time that, before or after the Participant�s termination without Cause orresignation, a Group Member had Cause to terminate such Participant�s status as a Service Provider.

�Trading Date� means any day on which the Shares or depositary receipts representing the Shares are (i) publiclytraded on one or more established stock exchanges or automated quotation systems under an effective registration statement or similardocument under Applicable Law or (ii) quoted by a recognized securities dealer.

�U.S. Person� means each Person who is a �United States Person� within the meaning of Section 7701(a)(30) of theCode (i.e., a citizen or resident of the United States, including a lawful permanent resident, even if such individual resides outside of theUnited States).

�U.S. Securities Act� means the United States Securities Act of 1933 and the regulations thereunder, as amendedfrom time to time.

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�U.S. Securities Exchange Act� means the United States Securities Exchange Act of 1934 and the regulationsthereunder, as amended from time to time.

(b) Interpretation. Unless expressly provided otherwise, or the context otherwise requires:

(i) the headings in this Plan are for convenience only and shall not affect its interpretation;

(ii) the terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa;

(iii) references to �include�, �includes� and �including� shall be deemed to be followed by the phrase �withoutlimitation� or �but not limited to�;

(iv) references to �dollars� or �US$� shall be deemed references to the lawful money of the United States ofAmerica;

(v) references to sections, sub-sections, clauses, sub-clauses, paragraphs, sub-paragraphs and schedules are tosections, sub-sections, clauses, sub-clauses, paragraphs and sub-paragraphs of, and schedules to, this Plan;

(vi) use of any gender includes the other genders;

(vii) a reference to any statute or statutory provision shall be construed as a reference to the same as it may havebeen, or may from time to time be, amended, modified or re-enacted;

(viii) a reference to any other document referred to in this Plan is a reference to that other document as amended,varied, novated or supplemented at any time; and

(ix) sections 8 and 19(3) of the Electronic Transactions Law (2003 Revision) of the Cayman Islands shall notapply.

3. Shares Subject to the Plan.

(a) Subject to the provisions of Sections 14 and paragraph (b) of this Section 3, the maximum aggregate number ofShares that may be subject to Awards under the Plan is 230,000,000, provided, that if the aggregate number of Shares reserved andavailable for issuance pursuant to Awards granted under the Plan falls below 2% of the total number of Class A and Class B ordinaryshares issued and outstanding on the last day of the immediately preceding fiscal year (the �Limit�), the aggregate number of Sharesreserved and available for issuance pursuant to Awards granted under the Plan shall be automatically increased to the Limit on January 1thereafter, assuming, for purposes of determining the number of Shares outstanding on such date, that all preferred shares, options,warrants and other equity securities that are convertible into or exercisable or exchangeable for Shares (whether or not by their termsthen currently convertible, exercisable or exchangeable) that were outstanding on such date, are deemed to have been so converted,exercised or exchanged.

(b) The Shares that may be subject to Awards may be authorized but unissued Shares of the Company or Shares held bythe Company as treasury shares.

(c) If an Award (or any portion thereof) terminates, expires or lapses or is cancelled for any reason, any Shares subject tothe Award (or such portion thereof) shall again be available for the grant of an Award pursuant to the Plan (unless the Plan hasterminated). If any Award (in whole or in part) is settled in cash or other property in lieu of Shares, then the number of Shares subject tosuch Award (or such portion of an Award) shall again be available for grant pursuant to the Plan. Shares that have actually been issuedunder the Plan, pursuant to Awards under the Plan shall not be returned to the Plan and shall not cause the number of Shares available tobe subject to Awards under the Plan to be increased, except that if:

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(i) any Restricted Shares are forfeited or the Company repurchases Restricted Shares pursuant to the terms of the AwardAgreement, or

(ii) the Company repurchases any Shares issued pursuant to any Award (or a portion thereof) in the event of aParticipant�s joining a Competitor, Termination for Cause, or any of the other circumstances as set forth inSection 18(a),

then such Restricted Shares or Shares shall form part of the authorized but unissued share capital of the Company and may becomeavailable for future grant under the Plan (to the extent permitted under Applicable Law).

(d) Shares withheld or not issued by the Company upon the grant, exercise or vesting of any Award under thePlan, in payment of the exercise or purchase price thereof or Tax obligation or withholding thereon, may again be optioned, granted orawarded hereunder, subject to the limitations of Section 3(a).

4. Administration of the Plan.

(a) Administrator. The Plan shall be administered by the Administrator (except as otherwise permitted herein).

(b) Duties and Powers of Administrator. It shall be the duty of the Administrator to conduct the general administrationof the Plan in accordance with its provisions. Subject to the provisions of the Plan, the Administrator shall have the power andauthority, in its discretion:

(i) to select the Service Providers to whom Awards may from time to time be granted hereunder;

(ii) to determine the type or types of Awards to be granted to each Service Provider;

(iii) to determine the exercise price of an Option or the base price of a Share Appreciation Right or the purchaseprice for any Shares;

(iv) to determine the number of Shares to be covered by each such Award granted hereunder;

(v) to prescribe the forms of Award Agreement for use under the Plan, which need not be identical for eachParticipant and to amend any Award Agreement; provided, that: (1) the rights or obligations of the Participant holding the Award that isthe subject of any such Award Agreement are not affected adversely by such amendment; (2) the consent of the affected Participant isobtained; or (3) such amendment is otherwise permitted under the Plan. Any such amendment of an Award under the Plan need not bethe same with respect to each Participant;

(vi) to determine the terms and conditions of any Award granted hereunder (such terms and conditions to includethe exercise or purchase price thereof, the time or times when Awards may be vested, issued or exercised as the case may be (which maybe based on performance criteria), the times at which Shares are issuable under a Restricted Share Unit, whether any Award may be paidin cash or Shares and any rules for tolling the vesting of Awards upon an authorized leave of absence, based in each case on such factorsas the Administrator, in its sole discretion, shall determine);

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(vii) to determine any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitationregarding any Awards or the Shares relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shalldetermine;

(viii) to determine all matters and questions relating to whether a Participant�s status as a Service Provider hasbeen terminated, including if such termination was for Cause or for Disability and whether any transfer of service among GroupMembers constitutes a termination, and, if so, to determine the effective date of any such termination (which it may determine to be thedate of notice of resignation or the date of an act or omission by such Participant constituting Cause) and all questions of whetherparticular leaves of absence constitute a termination of the Service Provider;

(ix) to determine whether a Business is a Competitor;

(x) to prescribe, amend and rescind rules and regulations relating to the Plan and the administration of the Planand all Award Agreements, including rules and regulations relating to sub-plans established for the purpose of qualifying for preferredTax treatment under the tax laws of any jurisdiction;

(xi) to allow the Participants to satisfy Tax obligations by having the Company withhold from Awards (or aportion thereof), that number of Shares having a Fair Market Value equal to the Tax amount as set forth in Section 15(j) below;

(xii) to take any action, before or after an Award is made, that it deems advisable to obtain approval or complywith Applicable Law or any necessary local governmental regulatory exemptions or approvals or listing requirements of any securitiesexchange or automated quotation system;

(xiii) to construe, interpret, reconcile any inconsistency in, correct any defect in and/or supply any omission in,the terms of the Plan, any Award Agreement and any Award granted pursuant to the Plan; and

(xiv) to make all other decisions and determinations that may be required pursuant to the Plan or as theAdministrator deems necessary or advisable to administer the Plan.

(c) Action by the Administrator. The Administrator may act at a meeting or in writing signed by all members of theAdministrator in lieu of a meeting. The Administrator is entitled to, in good faith, rely or act upon any report or other informationfurnished by any officer or other employee of any Group Member, the Company�s independent certified public accountants, or anyexecutive compensation consultant or other professional retained by the Company or the Administrator to assist in the administration ofthe Plan.

(d) Effect of Administrator�s Decision. The Administrator�s decisions, determinations and interpretations of the Plan,any Awards granted pursuant to the Plan and any Award Agreement shall be final, binding and conclusive for all purposes and upon allParticipants.

(e) Delegation of Authority. To the extent permitted by Applicable Law, the Administrator may from time to timedelegate to a committee of one or more members of the Board or one or more officers of the Company the authority to grant or amendAwards or to take other administrative actions pursuant to this Section 4. Any delegation hereunder shall be subject to the restrictionsand limits that the Administrator specifies at the time of such delegation, and the Administrator may at any time rescind the authority sodelegated or appoint a new delegate.

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5. Eligibility.

(a) Subject to the terms of the Plan, all forms of Awards may be granted to any Service Provider.



(b) Neither the Plan nor any Award shall confer upon any Participant any right with respect to continuing theParticipant�s relationship as a Service Provider with any Group Member, nor shall it interfere in any way with the Participant�s right orany Group Member�s right to terminate such relationship at any time, with or without Cause.

(c) Unless the Administrator provides otherwise, vesting of Awards shall be tolled during any unpaid leave of absence inaccordance with such rules as the Administrator shall determine (and, in the case of Restricted Share Units granted to U.S. Persons, inno event later than the last day of the calendar year in which such Restricted Share Unit was otherwise scheduled to vest).

6. Terms of Awards.

(a) Term. The term of each Award shall be stated in the Award Agreement; provided, that the term shall be no more thanten (10) years from the date of grant thereof. Subject to the foregoing, except as limited by the requirements of Section 409A of theCode and regulations and rulings thereunder, the Administrator may extend the term of any outstanding Award, and may extend the timeperiod during which vested Awards may be exercised, in connection with any termination of a Participant�s status as a Service Provider,and may amend any other term or condition of an Award relating to such extension.

(b) Timing of Granting of Awards. The date of grant of an Award shall, for all purposes, be the date on which theAdministrator makes the determination granting such Award or such other future date as is determined by the Administrator. Notice ofthe determination shall be given to each Service Provider to whom an Award is so granted within a reasonable time after the date ofsuch grant.

(c) Stand-Alone and Tandem Awards. Awards granted pursuant to the Plan may, in the sole discretion of theAdministrator, be granted either alone, in addition to, or in tandem with, any other Award granted pursuant to the Plan (or any otheraward granted pursuant to another compensation plan). Awards granted in addition to or in tandem with other Awards may be grantedeither at the same time as or at a different time from the grant of such other Awards (or any other award granted pursuant to anothercompensation plan).

(d) Award Agreement. All Awards shall be evidenced by an Award Agreement setting forth the number of Sharessubject to the Award and the terms and conditions of the Award, which shall not be inconsistent with the Plan; provided, that ifnecessary to comply with or be exempt from Section 409A of the Code, for each U.S. Person the Shares subject to the Award shall be�service recipient stock� within the meaning of Section 409A of the Code or the Award shall otherwise comply with Section 409A ofthe Code.

(e) Vesting. The period during which an Award vests, in whole or in part, shall be set by the Administrator, and theAdministrator may determine that an Award may not vest, in whole or in part, for a specified period after it is granted. Such vestingmay be based on service with a Group Member and/or any other criteria selected by the Administrator. At any time after grant of anAward, the Administrator may, in its sole discretion and subject to whatever terms and conditions it selects, accelerate the period duringwhich an Award vests. No portion of an Award that is unvested or unexercisable at the termination of a Participant�s status as a ServiceProvider shall thereafter become vested or exercisable, except as may be otherwise provided by the Administrator either in the AwardAgreement or by action of the Administrator following the grant of the Award.

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(f) Issuance of Shares. Shares issued upon grant, exercise or vesting of an Award (or any portion thereof) shall be issuedin the name of the Participant or, if requested by the Participant and approved by the Administrator in its sole discretion, in the name ofthe Participant and the Participant�s spouse or in the name of one or more of the Participant�s Family Members.

(g) Termination of Relationship as a Service Provider. If a Participant�s status as a Service Provider terminates, suchParticipant may exercise any unexercised Award (to the extent exercisable) within such period of time, if any, as is specified in theAward Agreement to the extent that the Award is vested and exercisable on the date of termination (but in no event later than theexpiration of the term of the Award as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement,and except as provided in Sections 6(h), 6(i) and 6(j), all Awards that are vested and exercisable on the date of termination shall cease tobe exercisable on the thirtieth (30th) day following the Participant�s termination (and in no event shall any Award be exercisable laterthan the expiration of the term of the Award as set forth in the Award Agreement). Unless otherwise specified in the Award Agreementor otherwise determined by the Administrator, if, on the date of termination, the Participant is not vested as to the Participant�s entireAward, the unvested portion of such Award shall be deemed cancelled and the Shares covered by the unvested portion of the Awardshall revert to the Plan and again be available for grant or award under the Plan. If, after termination, the Participant does not exercisethe Participant�s Award within the time specified by the Administrator, the Award shall terminate, and the Shares covered by suchAward shall revert to the Plan and again be available for grant or award under the Plan.

(h) Disability of Participant. If a Participant�s status as a Service Provider terminates as a result of the Participant�sDisability, the Participant may exercise any unexercised Award (to the extent exercisable) within such period of time as is specified inthe Award Agreement to the extent the Award is vested and exercisable on the date of termination (but in no event later than theexpiration of the term of such Award as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement,the Award shall remain exercisable for twelve (12) months following the Participant�s termination (but in no event later than theexpiration of the term of the Award as set forth in the Award Agreement). Unless otherwise specified in the Award Agreement orotherwise determined by the Administrator, if, on the date of termination, the Participant is not vested as to a portion of the Participant�sentire Award, the unvested portion shall be automatically cancelled, and the Shares covered by such unvested portion shall revert to thePlan and again be available for grant or award under the Plan. If, after termination, the Participant does not exercise the vested portionof the Participant�s Award within the time specified herein, the Award shall terminate, and the Shares covered by such vested portionshall revert to the Plan and again be available for grant or award under the Plan.

(i) Death of Participant. If a Participant dies while a Service Provider, any unexercised Award (to the extent exercisable)may be exercised within such period of time as is specified in the Award Agreement to the extent that the Award is vested andexercisable on the date of death of the Participant (but in no event later than the expiration of the term of such Award as set forth in theAward Agreement) by the Participant�s estate or by a person who acquires the right to exercise the Award by bequest or inheritance(subject to receipt by the Administrator of such documents evidencing the right of such person to act in such capacity as may bedetermined by the Administrator in its sole and absolute discretion). In the absence of a specified time in the Award Agreement, theAward shall remain exercisable for twelve (12) months following the Participant�s death (but in no event later than the expiration of theterm of the Award as set forth in the Award Agreement). Unless otherwise specified in the Award Agreement or otherwise determinedby the Administrator, if, at the time of death, the Participant is vested as to only a portion of the entire Award, the unvested portion ofsuch Award shall be automatically cancelled, and the Shares covered by the unvested portion shall immediately revert to the Plan andagain be available for grant or award under the Plan. If the vested portion of the Award is not exercised within the time specified herein,the Award shall terminate, and the Shares covered by such Award shall revert to the Plan and again be available for grant or award underthe Plan.

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(j) Termination for Cause. Subject to Applicable Law, if a Participant is Terminated for Cause, all unexercised Optionsor Share Appreciation Rights, whether vested or unvested, and all other unvested Awards, shall be cancelled as of the date of suchtermination (in each case, unless the Administrator determines otherwise in its sole discretion), and all Shares acquired pursuant to anAward by such Participant shall be subject to a right of repurchase by the Company in accordance with Section 18(b). Any Sharescovered by cancelled Awards, and any Shares repurchased, shall revert to the Plan and again be available for grant or award under thePlan.

7. Options.

(a) After the Administrator determines that it will offer Options under the Plan, it shall advise the offeree in writing orelectronically of the terms, conditions and restrictions related to such Options.

(b) Exercise Price. The exercise price per Share subject to an Option shall be determined by the Administrator and setforth in the Award Agreement which, unless otherwise determined by the Administrator, may be a fixed or variable price determined byreference to the Fair Market Value of the Shares over which such Award is granted; provided, that (i) except as provided in clause (ii),no Option may be granted to a U.S. Person with an exercise price per Share which is less than the Fair Market Value of a Share on thedate of grant (or, if such adjustment is not made pursuant to Section 14, the date of adjustment pursuant to the following sentence),without compliance with Section 409A of the Code, (ii) an Option may be granted with an exercise price lower than that set forth hereinif such Option is granted pursuant to an assumption or substitution for an option granted by another company, whether in connectionwith an acquisition of such other company or otherwise, and (iii) the exercise price per Share shall not in any circumstances be less thanthe par value of the Share. The exercise price of an Option may be amended or adjusted in the absolute discretion of the Administrator,provided, that such adjustment does not result in a materially adverse impact to the Participant; provided, further, that the exercise priceper Share may not in any circumstances be reduced to less than the par value of the Share. For the avoidance of doubt, to the extent notprohibited by Applicable Law, a downward adjustment of the exercise prices of Options mentioned in the preceding sentence shall beeffective without the approval of the Board or the Company�s shareholders or the approval of the affected Participants.

(c) Consideration. The consideration to be paid for the Shares to be issued upon exercise of an Option, including themethod of payment, shall be determined by the Administrator. Such consideration may consist of:

(i) cash;

(ii) check or wire transfer;

(iii) promissory note;

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(iv) subject to the consent of the Administrator, which may be withheld in its sole discretion, by the Companywithholding or repurchasing Shares (including, without limitation, by withholding Shares that would otherwise be issuable uponexercise of such Options) that have a Fair Market Value on the date withheld or repurchased equal to the aggregate exercise price of theShares as to which such Option shall be exercised; provided that: (A) where payment is effected by the Company withholding Shares,the withholding of such Shares shall provide (and shall be deemed to provide) a benefit to the Company that is not less than the parvalue of the Shares to be issued upon the exercise of the Option, to the intent and effect that such issued Shares shall be credited as fullypaid; and (B) where payment is effected by the Company repurchasing Shares, the repurchase price for such repurchased Shares shall beequal to their Fair Market Value, which shall be paid out of the exercise price of the Shares to be issued upon the exercise of the Option,and such amounts shall be set off against each other to the intent and effect that no further amounts shall be paid or payable between theParticipant and the Company in respect of either the repurchase price or the exercise price of such Shares; provided, further, that:(C) the withholding or repurchase by the Company of such Shares shall comply with Applicable Law; (D) such Shares have been heldby the Participant for such period as established from time to time by the Administrator in order to avoid adverse accounting treatmentapplying generally accepted accounting principles; and (E) any other reasonable requirements as may be imposed by the Administrator(including by means of attestation of ownership of a sufficient number of Shares in lieu of actual delivery of such Shares to theCompany) have been satisfied;

(v) consideration received by the Company under a broker-assisted or similar cashless exercise programimplemented by the Company in connection with the Plan pursuant to which the Company is delivered a copy of irrevocableinstructions to a stockbroker to sell the Shares otherwise deliverable upon the exercise of the Option and to deliver promptly to theCompany an amount equal to the exercise price; provided, that, where relevant, arrangements have been made for the payment in full ofthe par value of any Shares as required under Applicable Law in connection with such program;

(vi) such other consideration as may be approved by the Administrator from time to time to the extent permittedby Applicable Law; or

(vii) any combination of the foregoing methods of payment. In making its determination as to the type ofconsideration to accept, the Administrator shall consider if acceptance of such consideration may be reasonably expected to benefit theCompany.

(d) Procedure for Exercise. Any Option granted hereunder shall be exercisable according to the terms hereof at suchtimes and under such conditions as determined by the Administrator and set forth in the Award Agreement. An Option may not beexercised for a fraction of a Share. An Option shall be exercised when the Company receives written or electronic notice of exercise (inaccordance with the Award Agreement) from the person entitled to exercise the Option and payment of the exercise price and Taxes thatare required to be withheld or paid by the relevant Group Member. Full payment may consist of any consideration and method ofpayment permitted under Section 7(c) above.

(e) Rights as a Shareholder. Until the Shares are evidenced as issued by entry in the Company�s register of members, noright to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Shares, notwithstanding the exerciseof the Option. The Company shall cause such Shares to be evidenced as issued by entry in the Company�s register of memberspromptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to thedate the Shares are issued, except as provided in Section 14.

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(f) Substitution of Share Appreciation Rights. The Administrator may provide in the Award Agreement evidencing thegrant of an Option that the Administrator, in its sole discretion, shall have the right to substitute a Share Appreciation Right for suchOption at any time prior to or upon exercise of such Option; provided, that such Share Appreciation Right shall be exercisable withrespect to the same number of Shares for which such substituted Option would have been exercisable.

8. Restricted Shares.

(a) After the Administrator determines that it will offer Restricted Shares under the Plan, it shall advise the offeree inwriting or electronically of the terms, conditions and restrictions related to such Restricted Shares.

(b) Restrictions. All Restricted Shares shall, in the terms of each individual Award Agreement, be subject to suchrestrictions and vesting requirements as the Administrator shall provide. Restricted Shares may not be sold or encumbered until all suchrestrictions are terminated or expire, and all vesting requirements are satisfied or waived, in accordance with the terms of the relevantAward Agreement. All share certificates relating to Restricted Shares shall be held by the Company in escrow for the Participant untilall restrictions on such Restricted Shares have been removed.

(c) Repurchase or Forfeiture of Restricted Shares. If the price for the Restricted Shares was paid by the Participant inservices, then, upon termination as a Service Provider, the Participant shall no longer have any right in the unvested Restricted Shares,and such Restricted Shares shall be forfeited (and for these purposes the Participant shall be deemed to have surrendered such RestrictedShares for no consideration) and thereupon either cancelled or transferred to the Company without consideration. If a purchase pricewas paid by the Participant for the Restricted Shares (other than in services), then, upon the Participant�s termination as a ServiceProvider, the Company shall have the right to repurchase from the Participant the unvested Restricted Shares then subject to restrictionsat a cash price per Share equal to the price paid by the Participant for such Restricted Shares or such other amount as may be specifiedin the Award Agreement.

(d) Rights as a Shareholder. Once the Restricted Shares are issued, subject only to the restrictions on such RestrictedShares as provided in the Award Agreement, the Participant shall have rights as a shareholder that are equivalent to the rights of otherholders of Shares, and shall be a shareholder when the Participant is recorded as the holder of such Restricted Shares upon entry in theCompany�s register of members. No adjustment shall be made for a dividend or other right in respect of any Restricted Share for whichthe record date is prior to the date the Participant is entered on the Company�s register of members in respect of such Restricted Shares,except as provided in Section 14 of the Plan.

9. Restricted Share Units.

(a) After the Administrator determines that it will offer Restricted Share Units under the Plan, it shall advise the offereein writing or electronically of the terms, conditions and restrictions related to such Restricted Share Units, including, if applicable, thepurchase price payable in connection with the issuance of a Share in settlement of a vested Restricted Share Unit (which purchase price,if applicable, shall not be less than the par value of the Share).

(b) Rights as a Shareholder. Until a Share is issued in settlement of a Restricted Share Unit, the Participant shall nothave any rights as a shareholder with respect to any Share subject to the Award of Restricted Share Units.

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10. Share Appreciation Rights.

(a) After the Administrator determines that it will offer Share Appreciation Rights under the Plan, it shall advise theofferee in writing or electronically of the terms, conditions and restrictions related to such Share Appreciation Rights.

(b) Base Price. The price per Share over which the appreciation of each Share Appreciation Right is to be measuredshall be the base price as determined by the Administrator and set forth in the Award Agreement, which, unless otherwise determined bythe Administrator, may be a fixed or variable price determined by reference to the Fair Market Value of the Shares with respect to whichsuch Share Appreciation Right is granted; provided, that no Share Appreciation Right may be granted to a U.S. Person with a base priceper Share that is less than the Fair Market Value of such Share on the date the Share Appreciation Right is granted (or adjusted pursuantto the following sentence) without such Share Appreciation Right complying with Section 409A of the Code; provided, further, thatShare Appreciation Rights may be granted with a base price per Share lower than that set forth herein if such Share Appreciation Rightis granted pursuant to an assumption or substitution for a share appreciation right granted by another company, whether in connectionwith an acquisition of such other company or otherwise; and provided, further that the base price per Share shall not in anycircumstances be less than the par value of the Share. The base price per Share so established for a Share Appreciation Right may beincreased or decreased in the absolute discretion of the Administrator, provided, that such adjustment does not result in a materiallyadverse impact to the Participant; provided, further, that, the base price per Share shall not in any circumstances be less than the parvalue of the Share. For the avoidance of doubt, to the extent not prohibited by Applicable Law, a downward adjustment in the baseprice mentioned in the preceding sentence shall be effective without the approval of the Board or the Company�s shareholders or theapproval of the affected Participants.

(c) Payment. Payment for a Share Appreciation Right shall be in cash, in Shares (based on their Fair Market Value as ofthe date the Share Appreciation Right is exercised) or a combination of both, as determined by the Administrator in the AwardAgreement or, if the Award Agreement does not specifically so provide, by the Administrator at the time of exercise. To the extent anypayment is effected in Shares, only that number of Shares actually issued in payment of the Share Appreciation Right shall be countedagainst the maximum number of Shares which may be issued under Section 3.

(d) Procedure for Exercise. Any Share Appreciation Right granted hereunder shall be exercisable according to the termshereof at such times and under such conditions as determined by the Administrator and set forth in the Award Agreement. A ShareAppreciation Right shall be exercised when the Company receives written or electronic notice of exercise (in accordance with theAward Agreement) from the person entitled to exercise the Share Appreciation Right and payment of Taxes which are required to bewithheld or paid by the relevant Group Member. If Shares are issued upon exercise of a Share Appreciation Right, then such Sharesshall be issued in the name of the Participant or, if requested by the Participant and if approved by the Administrator in its solediscretion, in the name of the Participant and the Participant�s spouse and/or in the name of one or more of the Participant�s FamilyMembers.

(e) Rights as a Shareholder. If and to the extent that the Administrator determines that any Share Appreciation Rightshall be paid in Shares, then until such Shares are issued (by entry in the Company�s register of members), no right to vote or receivedividends or any other rights as a shareholder shall exist with respect to such Shares, notwithstanding the exercise of the ShareAppreciation Right. The Company shall issue (or cause to be issued) such Shares promptly after the Share Appreciation Right isexercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued,except as provided in Section 14.

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11. Dividend Equivalents.

The Administrator is authorized to grant Dividend Equivalents with respect to any Award and any Service Provider. DividendEquivalents with respect to an Award may be granted by the Administrator based on dividends declared on the Shares underlying suchAward (and, in the case of any such Shares which have not been issued, the Dividend Equivalent may entitle the holder of such Awardto receive an amount equal to the dividends that would have been paid on such Shares as if such Shares had been issued andoutstanding during the relevant period), to be credited as of dividend payment dates during the period between the date the DividendEquivalent is granted to a Participant and the date the Award with respect to which the Dividend Equivalent vests, is exercised, isdistributed or expires, as determined by the Administrator. Such Dividend Equivalents shall be settled in cash, other property or areduction in exercise price or base price of the relevant Award by such formula and at such time and subject to such limitations as maybe determined by the Administrator and set forth in the Award Agreement. Dividend Equivalents shall not be granted on Options orShare Appreciation Rights granted to U.S. Persons.

12. Share Payments.

The Administrator is authorized to grant Share Payments to any Service Provider in the manner determined from time to timeby the Administrator; provided, that, unless otherwise determined by the Administrator, such Share Payments shall be made in lieu ofbase salary, bonus or other cash compensation otherwise payable to such Participant, including any such compensation that has beendeferred at the election of the Participant; provided, further, that not less than the par value of any Share shall be received by theCompany in connection with its issuance of a Share pursuant to any such Share Payment. In accordance with Applicable Law, such parvalue may be paid through the provision of services. The number of Shares issuable as a Share Payment shall be determined by theAdministrator and may be based upon satisfaction of such specific criteria as determined appropriate by the Administrator.

13. Non-Transferability of Awards.

Awards, and any interest therein, will not be transferable or assignable by any Participant, and may not be made subject toexecution, attachment or similar process; provided, that (i) during a Participant�s lifetime, with the consent of the Administrator (onsuch terms and conditions as the Administrator determines appropriate, including the transferee agreeing in writing that the provisionsof this Section 13 shall continue to apply to such Awards in the hands of such transferee), the Participant may transfer Awards pursuantto domestic relations order in the settlement of marital property rights, (ii) the Administrator may permit transfer of an Award to FamilyMembers in its sole discretion under such circumstances as it deems appropriate, and (iii) following a Participant�s death, Awards, tothe extent they are vested upon the Participant�s death, may be transferred by will or by the laws of descent and distribution; provided,that the transferee agrees in writing that the provisions of this Section 13 shall continue to apply to such Awards in the hands of suchtransferee.

14. Adjustments Upon Changes in Capitalization, Change in Control.

(a) Changes in Capitalization. Subject to any required action by the shareholders of the Company, the number of Sharescovered by each outstanding Award, the number of Shares which have been authorized for issuance under the Plan but as to which noAwards have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Award and the price perShare covered by each such outstanding Award and any other affected terms of such Awards, shall be proportionally and equitablyadjusted for any increase or decrease in the number of issued Shares resulting from a subdivision or consolidation, share dividend,amalgamation, spin-off, arrangement or consolidation, combination or reclassification of Shares. Additionally, in the event of any otherincrease or decrease in the number of issued Shares effected without consideration by the Company, then the number of Shares coveredby each outstanding Award, the number of Shares which have been authorized for issuance under the Plan but as to which no Awardshave yet been granted or which have been returned to the Plan upon cancellation or expiration of an Award as well as the price per Sharecovered by each outstanding Award and any other affected terms of such Awards may be adjusted for any increase or decrease in thenumber of issued Shares resulting therefrom. The conversion of any convertible securities of the Company shall not be deemed to havebeen �effected without receipt of consideration.� The manner in which such adjustments under this Section 14(a) are to beaccomplished shall be determined by the Administrator, whose determination shall be final, binding and conclusive. Except as expresslyprovided herein, no issuance by the Company of shares of any class, or securities convertible into shares of any class, shall affect, andno adjustment by reason thereof shall be made with respect to, the number or price of Shares subject to an Award. For the avoidance ofdoubt, in the case of any extraordinary cash dividend, the Board shall make an equitable or proportionate adjustment to outstandingAwards to reflect the effect of such extraordinary cash dividend.



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(b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administratorshall notify each Participant as soon as practicable prior to the effective date of commencement of such proposed dissolution orliquidation. The Administrator in its discretion may provide for a Participant to have the right to exercise the Participant�s Option orShare Appreciation Right until fifteen (15) days prior to the commencement of such dissolution or liquidation as to all of the Sharescovered thereby. In addition, the Administrator may provide that any Company repurchase option or any vesting condition applicable toany Restricted Shares shall lapse as to all such Restricted Shares and any Shares issuable under any Restricted Share Units or as SharePayments shall be issued as of such date; provided, that the proposed dissolution or liquidation commences at the time and in themanner contemplated by the proposed dissolution or liquidation. To the extent it has not been previously exercised or paid out, eachAward will terminate immediately prior to the commencement of such proposed dissolution or liquidation.

(c) Change in Control. Except as may otherwise be provided in any Award Agreement or any other written agreemententered into by and between the Company and a Participant, if a Change in Control occurs, the Company, as determined in the solediscretion of the Administrator and without the consent of the Participant, may take any of the following actions:

(i) accelerate the vesting, in whole or in part, of any Award;

(ii) purchase any Award for an amount of cash or shares equal to the value that could have been attained uponthe exercise of such Award or realization of the Participant�s rights had such Award been currently exercisable or payable or fullyvested (and, for the avoidance of doubt, if as of such date the Administrator determines in good faith that no amount would have beenattained upon the exercise of such Award or realization of the Participant�s rights, then such Award may be terminated by the Companywithout payment); or

(iii) provide for the assumption, conversion or replacement of any Award by the successor or surviving companyor a parent or subsidiary of the successor or surviving company with other rights (including cash) or property selected by theAdministrator in its sole discretion or the assumption or substitution of such Award by the successor or surviving company, or a parentor subsidiary thereof, with such appropriate adjustments as to the number and kind of shares and prices as the Administrator deems, inits sole discretion, reasonable, equitable and appropriate. In the event the successor or surviving company refuses to assume, convert orreplace outstanding Awards, the Awards shall fully vest, and the Participant shall have the right to exercise or receive payment as to allof the Shares subject to the Award, including Shares as to which it would not otherwise be vested, exercisable or otherwise issuable(including at the time of the Change in Control).

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(d) Prior to any payment or adjustment contemplated under this Section 14, the Administrator may require a Participantto (i) represent and warrant as to the unencumbered title to the Participant�s Awards; (ii) bear such Participant�s pro rata share of anypost-closing indemnity obligations, and be subject to the same post-closing purchase price adjustments, escrow terms, offset rights,holdback terms, and similar conditions as the other holders of Shares, subject to any limitations or reductions as may be necessary tocomply with Section 409A of the Code; and (iii) deliver customary transfer documentation as reasonably determined by theAdministrator.

15. Miscellaneous General Rules.

(a) Share Certificates; Book Entry Procedures. Notwithstanding anything herein to the contrary, the Company shall notbe required to issue or deliver any certificates evidencing Shares or ADSs (as defined in Section 15(e)) issued pursuant to the vesting,exercise or settlement of any Award, unless and until the Board has determined, with advice of counsel, that the issuance and/or deliveryof such certificates, as applicable, is in compliance with all Applicable Law. All Share and ADS certificates delivered pursuant to thePlan are subject to any stop-transfer orders and other restrictions as the Administrator deems necessary or advisable to comply with allApplicable Law. The Administrator may place legends on any Share or ADS certificate to reference restrictions applicable to the Shareor ADS. Notwithstanding any other provision of the Plan, unless otherwise determined by the Administrator or required by anyApplicable Law, the Company shall not deliver to any Participant certificates evidencing Shares or ADSs issued in connection with anyAward and instead such Shares or ADSs shall be recorded in the books of the Company (or, as applicable, its transfer agent or share planadministrator). In addition to the terms and conditions provided herein, the Administrator may require that a Participant make such



reasonable covenants, agreements and representations as the Administrator, in its discretion, deems advisable in order to comply withany Applicable Law. The Administrator shall have the right to require any Participant to comply with any timing or other restrictionswith respect to the settlement or exercise of any Award, including a window-period limitation, as may be imposed in the discretion ofthe Administrator.

(b) Paperless Administration. Subject to Applicable Law, the Administrator may make Awards and provide applicabledisclosure and procedures for exercise of Awards by an internet website, electronic mail or interactive voice response system for thepaperless administration of Awards.

(c) Applicable Currency. The Award Agreement shall specify the currency applicable to such Award. TheAdministrator may determine, in its sole discretion, that an Award denominated in one currency may be paid in any other currencybased on the prevailing exchange rate as the Administrator deems appropriate. A Participant may be required to provide evidence thatany currency used to pay the exercise price or purchase price of any Award was acquired and taken out of the jurisdiction in which theParticipant resides in accordance with Applicable Law, including foreign exchange control laws and regulations.

(d) Relationship to Other Benefits. No payment pursuant to the Plan shall be taken into account in determining anybenefits pursuant to any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of any GroupMember, except to the extent otherwise expressly provided in writing in such other plan or an agreement thereunder.

(e) Government, Other Regulations and Distribution of Shares. The obligation of the Company to make payment ofawards in Shares or otherwise shall be subject to all Applicable Law, and to such approvals by government agencies as may berequired. The Company shall be under no obligation to register any of the Shares issued under the Plan under any Applicable Law. Ifthe Shares issued under the Plan may in certain circumstances be exempt from registration under Applicable Law the Company mayrestrict the transfer of such Shares in such manner as it deems advisable to ensure the availability of any such exemption. Additionally,in the discretion of the Administrator, American depositary shares (�ADSs�), may be distributed in lieu of Shares in settlement of anyAward; provided, that the ADSs shall be of equal value to the Shares that would have otherwise been distributed; provided, further, that,in lieu of issuing a fractional ADS, the Company shall make a cash payment to the Participant equal to the Fair Market Value of suchfractional ADS.

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(f) Expenses. The expenses of administering the Plan shall be borne by the Company and its Subsidiaries.

(g) Titles and Headings. The titles and headings of the Sections in the Plan are for convenience of reference only and, inthe event of any conflict, the text of the Plan, rather than such titles or headings, shall control.

(h) Fractional Shares. No fractional Share shall be issued and the Administrator shall determine, in its discretion,whether cash shall be given in lieu of fractional shares or whether such fractional shares shall be eliminated by rounding down.

(i) No Rights to Awards. No Participant, Employee, or other person shall have any claim to be granted any Awardpursuant to the Plan, and neither the Company nor the Administrator is obligated to treat Participants, Employees, Consultants,Directors or any other persons uniformly.

(j) Taxes. No Shares shall be issued, and no payment shall be made under the Plan to any Participant, until suchParticipant has made arrangements acceptable to the Administrator for the satisfaction of Taxes and any other costs and expenses inconnection with the grant, exercise or vesting of Awards and/or the issuance of the Shares. If permitted by Applicable Law, (i) theCompany or the relevant Group Member shall have the authority and the right to deduct or withhold from any compensation payable toa Participant, or require a Participant to remit to the Company or the relevant Group Member, an amount sufficient to satisfy all Taxesand (ii) the Administrator may, in its discretion and in satisfaction of the foregoing requirement, allow or require a Participant to satisfyTaxes by having the Company withhold or repurchase Shares otherwise issuable under an Award (or other amounts payable under anAward) having a Fair Market Value equal to the Taxes. Notwithstanding any other provision of the Plan, the number of Sharesotherwise issuable under an Award which may be withheld with respect to the grant, issuance, vesting, exercise or payment of anyAward (or which may be repurchased from the Participant of such Award (or a portion thereof) after such Shares were acquired by theParticipant from the Company) in order to satisfy all Taxes, unless specifically approved by the Administrator, will be limited to thenumber of Shares otherwise issuable under an Award that have a Fair Market Value on the date such Shares are vested, withheld orrepurchased, or such other date as the Administrator deems appropriate or as required under Applicable Law, equal to the aggregateamount of such Taxes. All elections by the Participants to have Shares otherwise issuable under an Award withheld or repurchased forthis purpose shall be made in such form and under such conditions as the Administrator may deem necessary or advisable.

(k) Buy-Out. In the sole discretion of the Administrator, any Award (in whole or in part) under the Plan may be settledin cash or other property in lieu of Shares; provided, that payment in cash or other property in lieu of Shares shall not be made earlierthan the time such Shares are issuable pursuant to the terms of the Award.

(l) Valuation. For purposes of Section 14(c) where an Award is converted into, or any underlying Share is substitutedwith, cash or other property or securities (a �Substitute Property�), the valuation of such Award and its Substitute Property, or theexchange ratio between the two, shall be determined in good faith by the Administrator and supported by the valuation achieved in therelevant transaction, or in the absence of any such transaction, by an independent valuation expert selected by the Administrator.

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(m) Effect of Plan upon Other Compensation Plans. The adoption of the Plan shall not affect any other compensation orincentive plans in effect for any Group Member. Nothing in the Plan shall be construed to limit the right of any Group Member (i) toestablish any other forms of incentives or compensation for Service Providers, or (ii) to grant or assume options or other rights orawards otherwise than under the Plan in connection with any proper corporate purpose including the grant or assumption of options inconnection with the acquisition by purchase, lease, merger, consolidation or otherwise, of the business, securities or assets of anycorporation, partnership, limited liability company, firm or association.

(n) Section 409A. To the extent that the Administrator determines that any Award granted to a U.S. Person under thePlan is subject to Section 409A of the Code, the Award Agreement evidencing such Award shall incorporate the terms and conditionsrequired by Section 409A of the Code. To the extent applicable, the Plan and Award Agreements shall be interpreted in accordance withSection 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder. Notwithstandingany provision of the Plan to the contrary, in the event that the Administrator determines that any Award may be subject to Section 409Aof the Code and related Department of Treasury guidance, the Administrator may adopt such amendments to the Plan and the applicableAward Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), ortake any other actions, that the Administrator determines are necessary or appropriate to (i) exempt the Award from Section 409A of theCode and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (ii) comply with the requirementsof Section 409A of the Code and related Department of Treasury guidance and, if possible, thereby avoid or reduce the application ofany penalty taxes under such Section. The Administrator shall use commercially reasonable efforts to implement the provisions of thisSection 15(n) in good faith; provided, that none of the Company, the other Group Members, the Administrator, any of the Group�semployees, directors or representatives shall have any liability to any Participant with respect to this Section 15(n).

(o) Indemnification. To the extent allowable pursuant to Applicable Law, the Administrator (or any individual memberof the Committee or the Board acting as the Administrator) shall be indemnified and held harmless by the Company from any loss, cost,liability, or expense that may be imposed upon or reasonably incurred by it or such member in connection with or resulting from anyclaim, action, suit, or proceeding to which it, he or she may be a party or in which it, he or she may be involved by reason of any actionor failure to act pursuant to the Plan and against and from any and all amounts paid by it, him or her in satisfaction of judgment in suchaction, suit, or proceeding against it, him or her; provided, that it, he or she gives the Company an opportunity, at its own expense, tohandle and defend the same before it, he or she undertakes to handle and defend it on its, his or her own behalf. The foregoing right ofindemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled pursuant to theCompany�s memorandum and articles of association as amended from time to time, as a matter of law, or otherwise, or any power thatthe Company may have to indemnify them or hold them harmless.

(p) Plan Language. The official language of the Plan shall be English. To the extent that the Plan or any AwardAgreements are translated from English into another language, the English version of the Plan and Award Agreements will alwaysgovern, in the event that there are inconsistencies or ambiguities which may arise due to such translation.

(q) Other Provisions. The Award Agreement shall contain such other terms, provisions and conditions not inconsistentwith the Plan as may be determined by the Administrator in its sole discretion.

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16. Amendment and Termination of the Plan.

(a) Effective Date; Term of Plan. The Plan became effective immediately upon completion of the Company�s initialpublic offering. This Plan shall continue in effect for a term of ten (10) years unless sooner terminated under this Section 16.

(b) Amendment and Termination. The Board in its sole discretion may terminate this Plan at any time. The Board mayamend this Plan at any time in such respects as the Board may deem advisable; provided, that, if required to comply with ApplicableLaw (other than any requirement which may be disapplied by the Company following any available home country exemption), theCompany shall obtain shareholder approval of any Plan amendment in such a manner and to such a degree as required.

(c) Effect of Termination. Except as otherwise provided in Section 14, any amendment or termination of this Plan shallnot affect Awards previously granted or issued, as the case may be, and such Awards shall remain in full force and effect as if this Planhad not been amended or terminated, unless mutually agreed otherwise between the affected Participant and the Company, whichagreement must be in writing and signed by the Participant and the Company.

17. Certain Securities Law Matters.

(a) The Company intends that, as long as it is not subject to the reporting requirements of Section 13 or 15(d) of the U.S.Securities Exchange Act, and is not an investment company registered or required to be registered under the Investment Company Actof 1940, as amended, all grants of Awards and Shares issuable upon exercise or vesting of Awards shall be exempt from registrationunder the provisions of Section 5 of the U.S. Securities Act, and this Plan shall be administered in such a manner so as to preserve suchexemption. The Company intends for this Plan to constitute a written compensatory benefit plan within the meaning of Rule 701(b) ofTitle 17, Code of Federal Regulations, Section 230.701 (�Rule 701�), promulgated by the U.S. Securities Act. Unless otherwisedesignated by the Administrator at the time an Award is granted, all Awards granted under this Plan by the Company, and the issuanceof any Shares pursuant thereto, are intended to be granted to (i) persons who meet the requirements of a �U.S. Person� as such term isdefined in Rule 902(k) of Title 17, Code of Federal Regulations, Section 230.901 through 230.905, promulgated under the U.S.Securities Act (�Regulation S�) in reliance on Rule 701 or (ii) persons other than persons who meet the requirements of a �U.S. Person�as such term is defined in Regulation S, in compliance with Regulation S or otherwise be exempt from registration.

(b) The obligation of the Company to settle Awards in Shares or other consideration shall be subject to all ApplicableLaws, rules and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms orconditions of any Award to the contrary, the Company shall be under no obligation to offer to sell or to sell, and shall be prohibited fromoffering to sell or selling, any Shares pursuant to an Award unless such Shares have been properly registered for sale pursuant toApplicable Law or unless the Company has received an opinion of counsel, satisfactory to the Company, that such Shares may beoffered or sold without such registration pursuant to an available exemption therefrom and the terms and conditions of such exemptionhave been fully complied with. The Company shall be under no obligation to register for sale under any Applicable Laws any of theShares to be offered or sold under the Plan.

(c) The Administrator may cancel an Award or any portion thereof if it determines, in its sole discretion, that legal orcontractual restrictions and/or blockage and/or other market considerations would make the Company�s acquisition of Shares from thepublic markets, the Company�s issuance of the Shares to the Participant, the Participant�s acquisition of the Shares from the Companyand/or the Participant�s sale of Shares to the public markets, illegal, impracticable or inadvisable. If the Administrator determines tocancel all or any portion of an Award in accordance with the foregoing, the Company shall pay to the Participant an amount equal to theexcess of (i) the aggregate Fair Market Value of the Shares subject to such Award or portion thereof canceled (determined as of theapplicable exercise date or the date that the Shares would have been vested or issued, as applicable), over (ii) the aggregate exerciseprice or base price or any amount payable as a condition of issuance of Shares (in the case of any other Award). Such amount shall bedelivered to the Participant as soon as practicable following the cancellation of such Award or portion thereof.

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(d) Notwithstanding any provision of the Plan to the contrary, in no event shall a Participant be permitted to exercise anOption in a manner that the Administrator determines would violate the United States Sarbanes-Oxley Act of 2002, or any otherApplicable Law or the applicable rules and regulations of the U.S. Securities Exchange Commission or the applicable rules andregulations of any securities exchange or inter-dealer quotation system on which the securities of the Company are listed or traded.

18. Joining a Competitor; Termination for Cause; violation of Confidentiality Obligations or Restrictive Covenants.

If (a) a Participant is terminated for Cause; (b) during a Participant�s term of service or within 12 months after termination as aService Provider, or such longer non-compete period to which the Participant is subject in any Award Agreement or other agreementwith any Group Member, such Participant (i) directly or indirectly, establishes, incorporates, forms, enters into, or participates in theBusiness as an owner, partner, principal or shareholder or other proprietor (other than through a purchase on the open market, solely as apassive investment, of not more than five percent (5%) of the interest) of any Competitor, (ii) has become, is or becomes an officer,director, employee, consultant, adviser of, or otherwise, directly or indirectly, enters the employ of, continues any employment with orrenders any services to or for, any Competitor, or (iii) knowingly performs or has performed any act that may confer a competitivebenefit or advantage upon any Competitor (in each case as determined by the Administrator); (c) a Participant breaches any non-competition, non-solicitation or other restrictive covenant to which such Participant is subject with respect to any Group Member; or(d) a Participant breaches any confidentiality obligation under any Award Agreement, then: (I) all unexercised Options or ShareAppreciation Rights, whether vested or unvested, and all other unvested Awards shall be cancelled as of the date determined by theAdministrator in its sole discretion; (II) all Shares acquired pursuant to any Award (or a portion thereof) shall be subject to repurchaseby the Company at any time and from time to time at (x) the lesser of (1) the original purchase price or exercise price paid for the Shares(or in the event no payment was made or the price was paid in services, then the Shares will be forfeited and surrendered to theCompany without payment), and (2) the Fair Market Value or such other value of the Shares as determined by the Administrator or asset forth in the applicable Award Agreement, or (III) all proceeds, gains or other economic benefit actually or constructively received bythe Participant upon any receipt or exercise of any Awards (or a portion thereof) or upon the receipt or resale of any Shares underlyingany Award (or a portion thereof), must be paid to the Company.

19. Certain Transfer Restrictions, Repurchase Rights and Similar Matters.

(a) Any Shares issued upon the exercise of or in settlement of an Award shall be subject to such special forfeitureconditions, rights of repurchase or redemption, rights of first refusal, and other transfer restrictions as set forth in the shareholdersagreement of the Company or, if there is no shareholders agreement or such provisions do not exist in the shareholders agreement of theCompany, as the Administrator may determine as set forth in an Award Agreement (which restrictions shall apply in addition to anyrestrictions that may apply to holders of Shares generally).

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20. Governing Law.

This Plan shall be governed by the laws of the Cayman Islands.

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Exhibit 21.1

LIST OF SUBSIDIARIES AND CONSOLIDATED VARIABLE INTEREST ENTITIES OF


Subsidiaries Jurisdiction of Incorporation

Phoenix Tree HK Holdings Limited Hong KongXiaofangjian (Shanghai) Internet Information Technology Co., Ltd.* 小房间（上海）网络信息技术有限公司

PRC

Qing Wutong Co., Ltd.* 青梧桐有限责任公司 PRCBao Wutong (Beijing) Technology Co., Ltd.* 宝梧桐（北京）科技有限公司 PRCYu Wutong Co., Ltd.*玉梧桐有限责任公司 PRCBeijing Lianjie Shenghuo Information Technology Co., Ltd.* 北京连接生活信息科技有限公司 PRCBeijing Mihua Youpin Information Technology Co., Ltd.* 北京米花优品信息科技有限公司 PRCBeijing Menglifang Decoration Engineering Co., Ltd.* 北京梦立方装饰装修工程有限公司 PRCBeijing Baijia Commerce Co., Ltd.* 北京百家修商贸有限公司 PRCZi Wutong (Tianjing) Apartment Management Co., Ltd.* 紫梧桐（天津）公寓管理有限公司 PRCDanke (Guangzhou) Apartment Management Co., Ltd.* 蛋壳（广州）公寓管理有限公司 PRCNanjing Zi Wutong Apartment Management Co., Ltd.* 南京紫梧桐公寓管理有限公司 PRCDanke (Wahan) Apartment Management Co., Ltd.* 蛋壳（武汉）公寓管理有限公司 PRCDanke (Chengdu) Apartment Management Co., Ltd.* 蛋壳（成都）公寓管理有限公司 PRCZi Wutong (Xi�an) Apartment Management Co., Ltd.* 紫梧桐（西安）公寓管理有限公司 PRCDanke (Chongqing) Apartment Management Co., Ltd.* 蛋壳（重庆）公寓管理有限公司 PRCDanke (Wuxi) Apartment Management Co., Ltd.* 蛋壳（无锡）公寓管理有限公司 PRCBeijing Danke Apartment Property Management Co., Ltd.* 北京蛋壳公寓物业管理有限公司 PRCLan Wutong (Beijing) Apartment Co., Ltd.* 蓝梧桐（北京）公寓管理有限公司 PRCCheng Wutong (Shanghai) Apartment Management Co., Ltd.* 橙梧桐（上海）公寓管理有限公司 PRCXi�an Daoyi Tongxiang Enterprise Management Consulting Co., Ltd* 西安道义通祥企业管理咨询有限公司

PRC

Hangzhou Aishang Danke Technology Co., Ltd.* 杭州爱上蛋壳科技有限公司 PRCHangzhou Aishangzu Property Management Co., Ltd.* 杭州爱上租物业管理有限公司 PRCAishangzu (Suzhou) Property Service Co., Ltd.* 爱上租（苏州）物业服务有限公司 PRCAishangzu (Shanghai) Technology Co., Ltd.* 爱上租（上海）科技有限公司 PRCAishangzu Internet Technology Nanjing Co., Ltd.* 爱上租网络科技南京有限公司 PRCHangzhou Jianxin Aishangzu Dwelling Service Co., Ltd.* 杭州建信爱上租住房服务有限公司 PRCHangzhou Aishangzu Restaurant Management C., Ltd.* 杭州爱上租餐饮管理有限公司 PRCAishangzu (Shanghai) Property Management Co., Ltd.* 爱上租（上海）物业管理有限公司 PRCDanke (Hangzhou) Asset Management Co., Ltd.* 蛋壳（杭州）资产管理有限公司 PRCZi Wutong (Shanghai) Apartment Management Co., Ltd.* 紫梧桐（上海）公寓管理有限公司 PRCShenzhen Danke Apartment Management Co., Ltd.* 深圳市蛋壳公寓管理有限公司 PRCBeijing Zuqu Technology Co., Ltd.*北京租趣科技有限公司 PRCCheng Wutong (Suzhou) Apartment Management Co., Ltd.*橙梧桐(苏州)公寓管理有限公司 PRC

Consolidated Variable Interest Entities (��VIEs��) Jurisdiction of Incorporation

Zi Wutong (Beijing) Asset Management Co., Ltd.* 紫梧桐（北京）资产管理有限公司 PRCYishui (Shanghai) Information Technology Co., Ltd.* 一水（上海）信息科技有限公司 PRC



Subsidiaries of the Consolidated VIEs Jurisdiction of IncorporationJin Wutong (Beijing) Technology Co., Ltd.*锦梧桐（北京）科技有限公司 PRCBo Wutong (Beijing) Technology Co., Ltd.*铂梧桐（北京）科技有限公司 PRC

* The English name of this subsidiary, consolidated VIE or subsidiary of consolidated VIE, as applicable, has been translated from itsChinese name.

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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of DirectorsPhoenix Tree Holdings Limited:

We consent to the use of our report included herein and to the reference to our firm under the heading �Experts� in the prospectus.

/s/ KPMG Huazhen LLP

Beijing, ChinaOctober 28, 2019



Exhibit 23.6

CONSENT OF IRESEARCH GLOBAL INC.

iResearch Global Inc. hereby consents to (i) references to our name, (ii) inclusion of information and data contained in ourreport entitled �The Yosemite Project Industry Research Report� (together with any subsequent amendments made by us thereto, the�Report�) and (iii) citation of the Report, in each case, in this Registration Statement on Form F-1 (and in all subsequent amendments)in connection with the proposed initial public offering of Phoenix Tree Holdings Limited (the �Company�), in the prospectus containedtherein, and in any other future filings or correspondence with the U.S. Securities and Exchange Commission (the �SEC�). We furtherhereby consent to the filing of this letter as an exhibit to such Registration Statement and any amendments thereto with the SEC.

/s/ XU Fanlei

Name: XU FanleiTitle: Vice General ManageriResearch Global Inc.Floor 7, Building B, CCIG International Plaza333 North Caoxi RoadXuhui DistrictShanghai

October 28, 2019



Exhibit 23.7

Phoenix Tree Holdings LimitedRoom 212, Chao Yang Shou Fu

8 Chao Yang Men Nei StreetDongcheng District, Beijing 100010

People�s Republic of China

October 28, 2019


Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to be named in the RegistrationStatement on Form F-1 (the �Registration Statement�) of Phoenix Tree Holdings Limited (the �Company�), and any amendmentsthereto, as a person about to become a director of the Company and agree that following the effectiveness of the Registration Statementand commencing at the effectiveness of the registration statement on Form 8-A under Section 12(b) of the Securities Exchange Act of1934, as amended, I will serve as a member of the board of directors of the Company.

Sincerely yours,

/s/ Edwin FungName: Edwin Fung



Exhibit 23.8

Phoenix Tree Holdings LimitedRoom 212, Chao Yang Shou Fu

8 Chao Yang Men Nei StreetDongcheng District, Beijing 100010

People�s Republic of China

October 28, 2019


Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to be named in the RegistrationStatement on Form F-1 (the �Registration Statement�) of Phoenix Tree Holdings Limited (the �Company�), and any amendmentsthereto, as a person about to become a director of the Company and agree that following the effectiveness of the Registration Statementand commencing at the effectiveness of the registration statement on Form 8-A under Section 12(b) of the Securities Exchange Act of1934, as amended, I will serve as a member of the board of directors of the Company.

Sincerely yours,

/s/ Jianping YeName: Jianping Ye



Exhibit 99.1

CODE OF BUSINESS CONDUCT AND ETHICSOF PHOENIX TREE HOLDINGS LIMITED

INTRODUCTION

Phoenix Tree Holdings Limited, its consolidated subsidiaries and consolidated Variable Interest Entities (collectively the�Company�) are committed to conducting their business in accordance with all applicable laws and the highest standards of businessethics. This Code of Business Conduct and Ethics (the �Code�) contains general guidelines for conducting the business of the Company.In general, employees should strive to comply with the law and conduct business honestly, fairly and in the best interests of theCompany. To the extent this Code requires a higher standard than required by commercial practice or applicable laws, we adhere tothese higher standards.

This Code applies to all of the directors, officers, employees and advisors of the Company, whether they work for the Companyon a fulltime, parttime, consultative, or temporary basis. We refer to these persons as our �employees.� We also refer to our Chairman,Chief Executive Officer, Chief Financial Officer, our other executives and any other persons who perform similar functions for theCompany as �executive officers.�

It is the Company�s policy that any employee who violates this Code will be subject to discipline, which may includetermination of employment. If your conduct as an employee of the Company does not comply with the law or with this Code, there maybe serious, adverse consequences for both you and the Company.

Seeking Help and Information

This Code is not intended to be a comprehensive rulebook and cannot address every situation that you may face. If you feeluncomfortable about a situation or know of or suspect a violation of this Code, seek help. We encourage you to contact your supervisorfirst. If you do not feel comfortable contacting your supervisor, contact the compliance officer (the �Compliance Officer�) of theCompany, who shall be a person appointed by the Board of Directors of the Company (the �Board�). If you have any questionsregarding the Code or would like to report any violation of the Code, please call or e-mail the Compliance Officer. Any questions orviolations of the Code involving an executive officer should be directed or reported to any of the independent director on our Board orthe members of the appropriate committee of our Board, and any such questions or violations will be reviewed directly by the Board orthe appropriate committee of the Board.

Reporting Violations of the Code

Employees have a duty to report any known or suspected violation of this Code, including any violation of laws, rules,regulations or policies that apply to the Company. Reporting a known or suspected violation of this Code will not be considered an actof disloyalty, but an effort to safeguard the reputation and integrity of the Company and its employees.

All questions and reports of known or suspected violations of this Code will be treated with sensitivity and discretion. TheCompliance Officer, the Board or the appropriate committee of the Board and the Company will protect your confidentiality to thegreatest extent consistent with the law and the Company�s need to investigate your concern.



Policy Against Retaliation

The Company prohibits retaliation against an employee who, in good faith, seeks help or reports known or suspectedviolations. An employee inflicting reprisal or retaliation against another employee for reporting a known or suspected violation may besubject to disciplinary actions, including termination of employment.

Waivers of the Code

Waivers of this Code may be made only by the Board or the appropriate committee of the Board and will be promptly disclosedto the public as required by law or the rules of the New York Stock Exchange. Waivers of this Code will be granted on a case-bycasebasis and only in extraordinary circumstances.

COMPLIANCE WITH LAWS, REGULATIONS AND POLICIES

Employees have an obligation to comply with all laws, rules and regulations applicable to the Company�s operations. Theseinclude, without limitation, laws covering bribery and kickbacks, copyrights, trademarks and trade secrets, information privacy, insidertrading, illegal political contributions, antitrust prohibitions, foreign corrupt practices, offering or receiving gratuities, environmentalhazards, employment discrimination or harassment, occupational health and safety, false or misleading financial information or misuseof corporate assets. It is your responsibility to understand and comply with the laws, regulations and policies that are relevant to yourposition. If any doubt exists about whether a course of action is lawful, you should seek advice from your supervisor or the ComplianceOfficer.

Failure to comply with applicable laws and regulations can result in civil and criminal liability against you and the Company,as well as disciplinary action by the Company against you, including termination of employment. You should contact the ComplianceOfficer if you have any questions about the laws, regulations and policies that may apply to you.

The Foreign Corrupt Practices Act

The U.S. Foreign Corrupt Practices Act (the �FCPA�) prohibits the Company and its employees and agents from offering,promising or giving, directly or indirectly, money or any other item of value to win or retain business or to influence any act or decisionof any governmental official (including employees of any state-owned or state-controlled entities), political party, candidate for politicaloffice or official of a public international organization. This prohibition also extends to payments to a sales representative or agent ifthere is reason to believe that the payment will be used indirectly for a prohibited payment to foreign officials. Violation of the FCPA byemployees and agents is a crime that can subject the Company (including any U.S. citizen or green card-holding employees) to severefines and criminal penalties. Any violations shall result in appropriate disciplinary action by the Company, including termination ofemployment.

Health and Safety

The Company is committed not only to complying with all relevant health and safety laws, but also to conducting business in amanner that protects the safety of its employees. Employees are required to comply with all applicable health and safety laws,regulations and policies relevant to their jobs. If you have any concerns about unsafe conditions or tasks that present a risk of injury toyou, please report these concerns immediately to your supervisor or the Human Resources Department.

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Employment Practices

The Company pursues fair employment practices in every aspect of its business. The following is intended to be a summary ofour employment policies and procedures. Copies of our detailed policies are available from the Human Resources Department.Employees must comply with all applicable labor and employment laws, including anti-discrimination laws and laws related to freedomof association, privacy and collective bargaining. It is your responsibility to understand and comply with the laws, regulations andpolicies that are relevant to your job. Failure to comply with labor and employment laws can result in civil and criminal liability againstyou and the Company as well as disciplinary action by the Company against you, including termination of employment. You shouldcontact the Compliance Officer or the Human Resources Department if you have any questions about the laws, regulations and policiesthat apply to you.

CONFLICTS OF INTEREST

A conflict of interest occurs when an employee�s private interest interferes, or appears to interfere, in any way with theinterests of the Company as a whole. You should actively avoid any private interest that may influence your ability to act in the interestsof the Company or that may make it difficult to perform your work objectively and effectively.

It is difficult to list all of the ways in which a conflict of interest may arise. However, in general, the following may createconflicts of interest:

· Outside Employment. No employee may be concurrently employed by, serve as a director of, trustee for or provide anyservices not in his or her capacity as an employee to any entity, whether forprofit or non-profit, that is a material customer,financial institution, service provider, supplier or competitor of the Company or any entity whose interests wouldreasonably be expected to conflict with the Company.

· Financial Interests. No employee should have a significant financial interest (ownership or otherwise) in any company thatis a material customer, financial institution, service provider, supplier or competitor of the Company or any entity whoseinterests would reasonably be expected to conflict with the Company. A �significant financial interest� means(i) ownership of greater than 1% of the equity of a material customer, financial institution, service provider, supplier orcompetitor or (ii) an investment in a material customer, financial institution, service provider, supplier or competitor thatrepresents more than 5% of the total assets of the employee.

· Loans or Other Financial Transactions. No employee may obtain loans or guarantees of personal obligations from, or enterinto any other personal financial transaction with, any company that is a material customer, financial institution, serviceprovider, supplier or competitor of the Company. This guideline does not prohibit arm�s length transactions withrecognized online financial services providers, banks or other financial institutions.

· Family Situations. The actions of family members outside the workplace may also give rise to conflicts of interest becausethey may influence an employee�s objectivity in making decisions on behalf of the Company. If a member of anemployee�s family is interested in doing business with the Company, the criteria as to whether to enter into or continue thebusiness relationship, and the terms and conditions of the relationship, must be no less favorable to the Companycompared with those that would apply to a nonrelative seeking to do business with the Company under similarcircumstances.

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Employees should report any situation involving family members that could reasonably be expected to give rise to a conflict ofinterest to their supervisor or the Compliance Officer. For purposes of this Code, �family members� or �members of yourfamily� include your spouse, brothers, sisters and parents, inlaws and children.

For purposes of this Code, a company is a �material� customer if the company has made payments to the Company in the pastyear in excess of US$100,000 or 10% of the customer�s gross revenues, whichever is greater. A company is �material� financialinstitution if the company has funded more than 10% of the aggregate principal amount of the financing transactions facilitated by theCompany in the past year. A company is a �material� service provider or supplier if the company has received payments from theCompany in the past year in excess of US$100,000 or 10% of the service provider or supplier�s gross revenues, whichever is greater. Acompany is a �material� competitor if the company competes in the Company�s line of business and has annual gross revenues fromsuch line of business in excess of US$500,000. If you are uncertain whether a particular company is a material customer, financialinstitution, service provider, supplier or competitor, please contact the Compliance Officer for assistance.

Disclosure of Conflicts of Interest

The Company requires that employees fully disclose any situations that could reasonably be expected to give rise to a conflictof interest. If you suspect that you have a conflict of interest, or something that others could reasonably perceive as a conflict of interest,you must report it immediately to the Compliance Officer. Conflicts of interest may only be waived by the Board or the appropriatecommittee of the Board and will be promptly disclosed to the public to the extent required by law.

CORPORATE OPPORTUNITIES

As an employee of the Company, you have an obligation to advance the Company�s interests when the opportunity to do soarises. If you discover or are presented with a business opportunity that is in the Company�s line of business through the use ofcorporate property or corporate information or because of your position at the Company, you should first present the businessopportunity to the Company before pursuing the opportunity in your individual capacity. Employees may not use corporate property orcorporate information or their positions with the Company in any way that may deprive the Company of any benefit or subject it to anyharm.

You should disclose to your supervisor the terms and conditions of each business opportunity covered by this Code that youwish to pursue. Your supervisor will contact the Compliance Officer and the appropriate management personnel to determine whetherthe Company wishes to pursue the business opportunity. Once the Company grants you permission, you may pursue the businessopportunity on the same terms and conditions as those originally offered to the Company and to the extent that it is consistent with otherethical guidelines set forth in the Code.

CORPORATE ASSETS AND CONFIDENTIAL INFORMATION

Employees have a duty to protect the Company�s assets and ensure their efficient use for legitimate business purposes only.Theft, carelessness and waste have a direct impact on the Company�s profitability. The Company�s files, computers, networks,software, phone system and other business resources are provided for business use only and they are the exclusive property of theCompany. The use of the Company�s funds or assets, whether or not for personal gain, for any unlawful or improper purpose isprohibited. All inventions, creative works, computer software, and technical or trade secrets developed by an employee in the course ofperforming the employee�s duties or primarily through the use of the Company�s materials and technical resources while working at theCompany, shall be property of the Company.

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To ensure the protection and proper use of the Company�s assets, employees should exercise reasonable care to prevent theft,damage or misuse of Company property. In the event of actual or suspected theft, damage or misuse of Company�s property, employeesshould report such activities directly to a supervisor.

Employees should be aware that Company�s property includes all data and communications transmitted or received by, orcontained in, the Company�s electronic or telephonic systems. The Company�s property also includes all written communications.Employees and other users of the Company�s property should have no expectation of privacy with respect to these communications anddata. To the extent permitted by law, the Company has the ability, and reserves the right, to monitor all electronic and telephoniccommunications. These communications may also be subject to disclosure to law enforcement or government officials.

Safeguarding Confidential Information and Intellectual Property

Employees have access to a variety of confidential information while employed by the Company. Confidential informationincludes all non-public information that might be of use to competitors, or, if disclosed, harmful to the Company or its customers,financial institutions, service providers or suppliers. Every employee has a duty to respect and safeguard the confidentiality of theCompany�s information and the information of our customer, financial institution, service provider and supplier, except when disclosureis authorized by the Company or legally mandated. An employee�s obligation to protect confidential information continues after he orshe leaves the Company. Unauthorized disclosure of confidential information could cause competitive harm to the Company, itscustomers, financial institutions, service providers or suppliers and could result in legal liability to you and the Company.

Employees also have a duty to protect the Company�s intellectual property and other business assets. The intellectual property,business systems and the security of the Company property are critical to the Company.

Any questions or concerns regarding whether disclosure of the Company�s information is legally mandated should bepromptly directed to the Compliance Officer.

Care must be taken to safeguard and protect confidential information and Company property. Accordingly, the followingmeasures should be adhered to:

· The Company�s employees should prevent the inadvertent disclosure of confidential information during or after workinghours. For example, documents or electronic devices containing confidential information should be stored in a securelocation. Also, review of confidential documents or discussion of confidential subjects in public places (e.g., airplanes,trains, taxis, and buses) should be conducted so as to prevent disclosure to unauthorized persons.

· Within the Company�s offices, confidential matters should not be discussed within hearing range of visitors or others notworking on such matters.

· Confidential matters should not be discussed with other employees not working on such matters or with friends or relativesincluding those living in the same household as an employee.

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· Employees should only access, use and disclose the confidential information to the extent that it is necessary forperforming their duties. They should only disclose confidential information to other employees or business partners to theextent that it is necessary for such employees or business partners to perform their duties on behalf of the Company.

COMPETITION AND FAIR DEALING

Employees are obligated to deal fairly with fellow employees and with the Company�s customers, financial institutions,service providers, suppliers and competitors. Employees should not take unfair advantage of anyone through manipulation,concealment, abuse of privileged information, misrepresentation or any other unfair practice.

Relationships with Customers

Our business success depends on fostering long-term customer relationships. The Company is committed to dealing withcustomers fairly, honestly and with integrity. Specifically, you should adhere to the following guidelines:

· Information we supply to customers should be accurate and complete to the best of our knowledge. Employees should notdeliberately misrepresent information to customers.

· Information we obtain from customers should be treated with strict confidence and can only be shared with other partiesafter receiving consents from the relevant customers or pursuant to applicable laws or regulations.

Relationships with Financial Institutions

The Company is committed to dealing with financial institutions fairly, honestly and with integrity. Employees should notdeliberately misrepresent information to financial institutions.

Relationships with Service Providers and Suppliers

The Company deals fairly and honestly with its service providers and suppliers. This means that our relationships with serviceproviders and suppliers are based on price, quality, service and reputation, among other factors. Employees dealing with serviceproviders or suppliers should carefully guard their objectivity. Specifically, no employee should accept or solicit any personal benefitfrom a service provider or supplier or potential service provider or supplier that might compromise, or appear to compromise, theirobjective assessment of the service provider�s services and prices or supplier�s products and prices. Employees can give or acceptpromotional items of nominal value or moderately scaled entertainment within the limits of responsible and customary businesspractice. Please see �Gifts and Entertainment� below for additional guidelines in this area.

Relationships with Competitors

The Company is committed to free and open competition in the marketplace. Employees should avoid actions that would becontrary to laws governing competitive practices in the marketplace, including antitrust laws. Such actions include misappropriation ormisuse of a competitor�s confidential information or making false statements about the competitor�s business and business practices.

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GIFTS AND ENTERTAINMENT

The giving and receiving of gifts is a common business practice. Appropriate business gifts and entertainment are welcomecourtesies designed to foster relationships with business partners. However, gifts and entertainment should not compromise, or appear tocompromise, your ability to make unbiased business decisions.

It is your responsibility to use good judgment in this area. As a general rule, you may exchange gifts with customers, financialinstitutions, service providers or suppliers only if such gifts would not be viewed as an inducement or reward for any particular businessdecision. All gifts and entertainment expenses should be properly accounted for on expense reports. The following specific examplesmay be helpful:

· Meals and Entertainment. You may occasionally accept or give meals, refreshments or other entertainment if:

· The items are a reasonable value;

· The purpose of the meeting or attendance at the event is related to the Company�s business; and

· The expenses would be paid by the Company as a reasonable business expense if not paid for by another party.

· Advertising and Promotional Materials. You may occasionally accept or give advertising or promotional materials ofnominal value.

· Personal Gifts. You may accept or give personal gifts of reasonable value that are related to recognized special occasionssuch as a graduation, promotion, new job, wedding, retirement or a holiday. A gift is also acceptable if it is based on afamily or personal relationship and unrelated to the business involved between the individuals.

· Gifts Rewarding Accomplishments. You may accept a gift from a civic, charitable or religious organization specificallyrelated to your accomplishments.

You must be particularly careful that gifts and entertainment are not construed as bribes, kickbacks or other improperpayments. See �The Foreign Corrupt Practices Act� above for a more detailed discussion of our policies regarding giving or receivinggifts related to business transactions.

You should make every effort to refuse or return a gift that is beyond these permissible guidelines. If it would be inappropriateto refuse a gift or you are unable to return a gift, you should promptly report the gift to your supervisor. Your supervisor will bring thegift to the attention of the Compliance Officer, who may require you to donate the gift to an appropriate community organization. If youhave any questions about whether it is permissible to accept a gift or something else of value, contact your supervisor or the ComplianceOfficer for additional guidance.

COMPANY RECORDS

Accurate and reliable records are crucial to our business. Our records are the basis of our earnings statements, financial reportsand other disclosures to the public and guide our business decisionmaking and strategic planning. Company records include bookinginformation, payroll, timecards, travel and expense reports, emails, accounting and financial data, measurement and performancerecords, electronic data files and all other records maintained in the ordinary course of our business.

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All Company records must be complete, accurate and reliable in all material respects. Undisclosed or unrecorded funds,payments or receipts are inconsistent with our business practices and are prohibited. You are responsible for understanding andcomplying with our recordkeeping policy.

ACCURACY OF FINANCIAL REPORTS AND OTHER PUBLIC COMMUNICATIONS

As a public company we are subject to various securities laws, regulations and reporting obligations. These laws, regulationsand obligations and our policies require the disclosure of accurate and complete information regarding the Company�s business,financial condition and results of operations. Inaccurate, incomplete or untimely reporting will not be tolerated and can severely damagethe Company and result in legal liability.

Employees should be on guard for, and promptly report, any possibility of inaccurate or incomplete financial reporting.Particular attention should be paid to financial results that seem inconsistent with the performance of the underlying business,transactions that do not seem to have an obvious business purpose and requests to circumvent ordinary review and approval procedures.Employees with information relating to questionable accounting or auditing matters may also confidentially, or anonymously, submit theinformation in writing to the Company�s audit committee of the Board.

It is essential that the Company�s financial records, including all filings with the Securities and Exchange Commission(�SEC�), be accurate and timely. Accordingly, in addition to adhering to the conflict of interest policy and other policies and guidelinesin this Code, the executive officers and other principal financial officers must take special care to exhibit integrity at all times and toinstill this value within their organizations. In particular, these senior officers must ensure that they abide by all public disclosurerequirements by providing full, fair, accurate, timely and understandable disclosures, and that they comply with all other applicable lawsand regulations. The executive officers and other principal financial officers must also understand and strictly comply with generallyaccepted accounting principles in the U.S. and all standards, laws and regulations for accounting and financial reporting of transactions,estimates and forecasts.

In addition, U.S. federal securities laws require the Company to maintain proper internal books and records and to devise andmaintain an adequate system of internal accounting controls. The SEC has supplemented the statutory requirements by adoptingrules that prohibit (1) any person from falsifying records or accounts subject to the above requirements and (2) officers or directors frommaking any materially false, misleading or incomplete statement to an accountant in connection with an audit or any filing with theSEC. These provisions reflect the SEC�s intent to discourage officers, directors and other persons with access to the Company�s booksand records from taking action that might result in the communication of materially misleading financial information to the investingpublic.

Employees are prohibited from directly or indirectly taking any action to coerce, manipulate, mislead or fraudulently influencethe Company�s independent auditors for the purpose of rendering the financial statements of the Company materially misleading.Prohibited actions include, but are not limited to, those actions taken to coerce, manipulate, mislead or inappropriately influence anauditor to:

· issue or reissue a report on the Company�s financial statements that is not warranted in the circumstances (due to materialviolations of U.S. GAAP, generally accepted auditing standards or other professional or regulatory standards);

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· not perform audit, review or other procedures required by generally accepted auditing standards or other professionalstandards;

· withdraw an issued report; or

· not communicate matters to the Company�s audit committee of the Board.

PROHIBITION OF INSIDER TRADING

The Company has an insider trading policy, which may be obtained from the Compliance Officer. The following is a summaryof some of the general principles relevant to insider trading, and should be read in conjunction with the aforementioned specific policy.

Employees are prohibited from trading in shares or other securities of the Company while in possession of material, nonpublicinformation about the Company. Prohibition on insider trading applies to members of the employees� family and anyone else sharingthe home of the employees. Therefore, employees must use discretion when discussing work with friends or family members as well asother employees. In addition, employees are prohibited from recommending, �tipping� or suggesting that anyone else buy or sell sharesor other securities of the Company on the basis of material, nonpublic information. Employees who obtain material nonpublicinformation about another company in the course of their employment are prohibited from trading in shares or securities of the othercompany while in possession of such information or �tipping� others to trade on the basis of such information. Violation of insidertrading laws can result in severe fines and criminal penalties, as well as disciplinary action by the Company, including termination ofemployment.

Information is �non-public� if it has not been made generally available to the public by means of a press release or other meansof widespread distribution. Information is �material� if a reasonable investor would consider it important in a decision to buy, hold orsell stock or other securities. As a rule of thumb, any information that would affect the value of stock or other securities should beconsidered material. Examples of information that is generally considered �material� include:

· Financial results or forecasts, or any information that indicates the Company�s financial results may exceed or fall short offorecasts or expectations;

· Important new products or services;

· Pending or contemplated acquisitions or dispositions, including mergers, tender offers or joint venture proposals;

· Possible management changes or changes of control;

· Pending or contemplated public or private sales of debt or equity securities;

· Engagement or loss of a significant business partner or contract;

· Significant writeoffs;

· Initiation or settlement of significant litigation; and

· Changes in the Company�s auditors or a notification from its auditors that the Company may no longer rely on theauditor�s report.

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The laws against insider trading are specific and complex. Any questions about information you may possess or about anydealings you have had in the Company�s securities should be promptly brought to the attention of the Compliance Officer.

PUBLIC COMMUNICATIONS AND PREVENTION OF SELECTIVE DISCLOSURE

The Company places a high value on its credibility and reputation in the community. What is written or said about theCompany in the news media and investment community directly impacts our reputation, positively or negatively. Our policy is toprovide timely, accurate and complete information in response to public requests (e.g., media, analysts), consistent with our obligationsto maintain the confidentiality of competitive and proprietary information and to prevent selective disclosure of marketsensitivefinancial data. To ensure compliance with this policy, all news media or other public requests for information regarding the Companyshould be directed to the Company�s Investor Relations Department. The Investor Relations Department will work with you and theappropriate personnel to evaluate and coordinate a response to the request.

Prevention of Selective Disclosure

Preventing selective disclosure is necessary to comply with U.S. securities laws and to preserve the reputation and integrity ofthe Company as well as that of all persons affiliated with it. �Selective disclosure� occurs when any person provides potentially market-moving information to selected persons before the news is available to the investing public generally. Selective disclosure is a crimeunder U.S. law and the penalties for violating the law are severe.

The following guidelines have been established to avoid improper selective disclosure. Every employee is required to followthese procedures:

· All contact by the Company with investment analysts, the press and/or members of the media shall be made through thechairman, the chief executive officer, chief financial officer or persons designated by them (collectively, the �MediaContacts�).

· Other than the Media Contacts, no officer, director or employee shall provide any potentially marketmoving informationregarding the Company or its business to any investment analyst or member of the press or media.

· All inquiries from persons such as industry analysts or members of the media about the Company or its business should bedirected to a Media Contact. All presentations to the investment community regarding the Company will be made by usunder the direction of a Media Contact.

· Other than the Media Contacts, any employee who is asked a question regarding the Company or its business by a memberof the press or media shall respond with �No comment� and forward the inquiry to a Media Contact.

These procedures do not apply to the routine process of making previously released information regarding the Companyavailable upon inquiries made by investors, investment analysts and members of the media.

Please contact the Compliance Officer if you have any questions about the scope or application of the Company�s policiesregarding selective disclosure.

10



ENVIRONMENT

Employees should strive to conserve resources and reduce waste and emissions through recycling and other conservationmeasures. You have a responsibility to promptly report any known or suspected violations of environmental laws or any events that mayresult in a discharge or emission of hazardous materials.

HARASSMENT AND DISCRIMINATION

The Company is committed to providing equal opportunity and fair treatment to all individuals on the basis of merit, withoutdiscrimination because of race, color, religion, national origin, sex (including pregnancy), sexual orientation, age, disability, veteranstatus or any other characteristic protected by law. The Company prohibits harassment in any form, whether physical or verbal andwhether committed by supervisors, nonsupervisory personnel or nonemployees. Harassment may include, but is not limited to, offensivesexual flirtations, unwanted sexual advances or propositions, verbal abuse, sexually or racially degrading words, or the display ofsexually suggestive objects or pictures.

If you have any complaints about discrimination or harassment, report such conduct to your supervisor or the HumanResources Department. All complaints will be treated with sensitivity and discretion. Your supervisor, the Human ResourcesDepartment and the Company will protect your confidentiality to the extent possible, consistent with the law and the Company�s needto investigate your concern. Where our investigation uncovers harassment or discrimination, we will take prompt corrective action,which may include disciplinary action against the perpetrator such as termination of employment. The Company strictly prohibitsretaliation against an employee who files a complaint in good faith.

Any manager who has reason to believe that an employee has been the victim of harassment or discrimination or who receivesa report of alleged harassment or discrimination is required to report it to the Human Resources Department immediately.

CONCLUSION

This Code of Business Conduct and Ethics contains general guidelines for conducting the business of the Company consistentwith the highest standards of business ethics. If you have any questions about these guidelines, please contact your supervisor or theCompliance Officer. We expect all employees to adhere to these standards.

This Code of Business Conduct and Ethics, as applied to the Company�s executive officers, shall be our �code of ethics�within the meaning of Section 406 of the SarbanesOxley Act of 2002 and the rules promulgated thereunder.

This Code and the matters contained herein are neither a contract of employment nor a guarantee of continuing Companypolicy. We reserve the right to amend, supplement or discontinue this Code and the matters addressed herein, without prior notice, atany time.

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Exhibit 99.2

[*], 2019

To: PHOENIX TREE HOLDINGS LIMITED

Re: The Listing of PHOENIX TREE HOLDINGS LIMITED (the ��Company��) on the New York Stock Exchange


We are qualified lawyers of the People�s Republic of China (the �PRC�, which, for the purpose of this opinion, does not include theHong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan) and as such are qualified to issuethis legal opinion on the laws of the PRC. We have acted as your legal counsel on the laws of the PRC in connection with (i) theproposed initial public offering (the �Offering�) of certain number of American depositary shares (the �ADSs�, each representingcertain number of Class A ordinary shares of the Company), by the Company as set forth in the Company�s registration statement onForm F-1, including all amendments or supplements thereto (the �Registration Statement�), filed by the Company with the UnitedStates Securities and Exchange Commission (the �SEC�) in relation to the Offering, and (ii) the proposed listing and trading of theCompany�s ADSs on the New York Stock Exchange.

The following terms as used in this opinion are defined as follows:

��Control Agreements�� means the agreements set forth in Schedule II attached hereto.

海问律师事务所海问律师事务所HAIWEN & PARTNERS

北京市海问律师事务所

地址：北京市朝阳区东三环中路5号财富金融中心20层（邮编100020）Address：20/F, Fortune Financial Center, 5 Dong San Huan Central Road, Chaoyang District, Beijing 100020, China电话(Tel): (+86 10) 8560 6888 传真(Fax)：(+86 10) 8560 6999 www.haiwen-law.com

北京 BEIJING丨上海 SHANGHAI丨深圳 SHENZHEN丨香港 HONG KONG丨成都 CHENGDU



�M&A Rules� means the Regulations on Mergers and Acquisitions of Domestic Enterprises by ForeignInvestors (《关于外国投资者并购境内企业的规定》), which was issued by six PRCregulatory agencies, namely, the Ministry of Commerce, the State-owned Assets Supervisionand Administration Commission, the State Administration for Taxation, the StateAdministration for Industry and Commerce, the China Securities Regulatory Commission(the �CSRC�) and the State Administration for Foreign Exchange, on August 8, 2006 andbecame effective on September 8, 2006, as amended by the Ministry of Commerce on June22, 2009.

��PRC Authorities�� means any national, provincial or local governmental, regulatory or administrative authority,agency or commission in the PRC, or any court, tribunal or any other judicial or arbitral bodyin the PRC;

��PRC Companies�� means, collectively, the PRC-incorporated companies as set out in Schedule I attachedhereto.

�PRC Laws� means any and all laws, regulations, statutes, rules, decrees, notices, and supreme court�sjudicial interpretations currently in force and publicly available in the PRC as of the datehereof.

For the purpose of giving this opinion, we have examined the originals or copies, certified or otherwise identified to our satisfaction ofcorporate records, agreements, documents and other instruments provided to us and such other documents or certificates issued orrepresentations made by officials of government authorities and other public organizations and by officers and representatives of theCompany as we have deemed necessary and appropriate as a basis for the opinions hereinafter set forth.

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In such examination, we have assumed: (i) the genuineness of all signatures, the authenticity of all documents submitted to us asoriginals; (ii) the conformity to originals of all documents submitted to us as certified or reproduced copies; (iii) that all factualstatements made in all documents are correct in all material respects; (iv) that all parties to the documents have full power and authorityto enter into, and have duly executed and delivered, such documents; (v) that any document submitted to us remains in full force andeffect up to the date of this opinion and has not been amended, varied, cancelled or superseded by any other document, agreement oraction; and (vi) that, in response to our due diligence inquiries, requests and investigation for the purpose of this opinion, all the relevantinformation and materials that have been provided to us by the Company are true, accurate, complete and not misleading, and that theCompany has not withheld anything that, if disclosed to us, would reasonably cause us to alter this opinion in whole or in part. Whereimportant facts were not independently established to us, we have relied upon certificates issued by governmental authorities andappropriate representatives of the Company and/or other relevant entities and/or upon representations made by such persons in thecourse of our inquiry and consultation.

We do not purport to be experts on and do not purport to be generally familiar with or qualified to express legal opinions on any lawsother than the PRC Laws and accordingly express no legal opinion herein on any laws of any jurisdiction other than the PRC. For thepurpose of this opinion, the laws of the PRC do not include the laws of Hong Kong Special Administrative Region, Macao SpecialAdministrative Region and Taiwan.

Based on the foregoing and subject to any matters not disclosed to us, we are of the following opinion:

1. Based on our understanding of the current PRC Laws (a) the ownership structure of the PRC Companies, both currently andimmediately after giving effect to the Offering, does not and will not violate applicable PRC Laws currently in effect; (b) eachof the Control Agreements is valid, binding and enforceable in accordance with its terms and applicable PRC Laws currently ineffect, and will not violate any applicable PRC Laws currently in effect. However, there are substantial uncertainties regardingthe interpretation and application of PRC Laws and future PRC laws and regulations, and there can be no assurance that thePRC Authorities will not take a view that is contrary to or otherwise different from our opinion stated above.

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2. The M&A Rules, among other things, purport to require that an offshore special purpose vehicle controlled directly orindirectly by PRC domestic companies or individuals and formed for purposes of overseas listing through acquisition of PRCdomestic interests obtain the approval of the CSRC prior to the listing and trading of such special purpose vehicle�s securitieson an overseas stock exchange. The CSRC has not issued any definitive rules or interpretations concerning whether offeringssuch as the Offering are subject to the CSRC approval procedures under the M&A Rules. Based on our understanding of thePRC Laws, the Company is not required to obtain approval from the CSRC under the M&A Rules for listing and trading of theADSs. However, uncertainties still exist as to how the M&A Rules will be interpreted and implemented and our opinion statedabove is subject to any new laws, rules and regulations or detailed implementations and interpretations in any form relating tothe M&A Rules;

3. The recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts mayrecognize and enforce foreign judgments in accordance with the requirements of PRC Civil Procedures Law based either ontreaties between China and the jurisdiction where the judgment is made or on principles of reciprocity between jurisdictions.China does not have any treaties or other form of reciprocity with the United States or the Cayman Islands that provide for thereciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, courtsin the PRC will not enforce a foreign judgment against a company or its directors and officers if they decide that the judgmentviolates the basic principles of PRC law or national sovereignty, security or public interest. As a result, it is uncertain whetherand on what basis a PRC court would enforce a judgment rendered by a court in the United States or the Cayman Islands;

4. The statements set forth in the Registration Statement under the caption �Taxation � People�s Republic of China Taxation�insofar as such statements purport to constitute summaries of the matters of the PRC Laws, fairly reflect the matters purportedto be summarized and are true and correct in all material respects and constitute our opinion on such matters; and

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5. To the best of our knowledge after due and reasonable inquiry, the statements set forth in the Registration Statement under thecaptions �Prospectus Summary�, �Risk Factors�, �Dividend Policy�, �Enforcement of Civil Liabilities�, ��Our History andCorporate Structure�, �Management�s Discussion and Analysis of Financial Condition and Results of Operations - Taxation -PRC�, �Business� and �Regulations�, in each case insofar as such statements purport to constitute summaries of the matters ofthe PRC Laws, fairly reflect the matters purported to be summarized and are true and correct in all material respects.

The PRC Laws referred herein are laws of the PRC currently in force and there is no guarantee that any of such laws will not bechanged, amended or replaced in the immediate future or in the longer term with or without retrospective effect.

This opinion is intended to be used in the context which is specifically referred to herein and each section should be looked at as awhole and no part should be extracted and referred to independently. It is delivered in our capacity as the Company�s PRC legalcounsel solely for the purpose of the Registration Statement publicly submitted to the SEC on the date of this opinion and may not beused for any other purpose without our prior written consent. We hereby consent to the use of this opinion in, and the filing hereof as anexhibit to, the Registration Statement, and to the reference to our name in such Registration Statement. We do not thereby admit that wefall within the category of the persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or theregulations promulgated thereunder.

Yours faithfully,

Haiwen & Partners

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SCHEDULE I

List of PRC Companies

NO. Full Name

1小房间（上海）网络信息技术有限公司

(Xiaofangjian (Shanghai) Internet Information Technology Co., Ltd.)

2青梧桐有限责任公司

(Qing Wutong Co., Ltd.)

3宝梧桐（北京）科技有限公司

(Bao Wutong (Beijing) Technology Co., Ltd.)

4玉梧桐有限责任公司

(Yu Wutong Co., Ltd.*)

5紫梧桐（北京）资产管理有限公司

(Zi Wutong (Beijing) Asset Management Co., Ltd.)

6一水（上海）信息科技有限公司

(Yishui (Shanghai) Information Technology Co., Ltd.)

7紫梧桐（上海）公寓管理有限公司

(Zi Wutong (Shanghai) Apartment Management Co., Ltd.)

8深圳市蛋壳公寓管理有限公司

(Shenzhen Danke Apartment Management Co., Ltd.)

9蛋壳（杭州）资产管理有限公司

(Danke (Hangzhou) Assets Management Co., Ltd.)

10蓝梧桐（北京）公寓管理有限公司

(Lan Wutong (Beijing) Apartment Management Co., Ltd)

11蛋壳（成都）公寓管理有限公司

(Danke (Chengdu) Apartment Management Co., Ltd.)

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NO. Full Name

12蛋壳（广州）公寓管理有限公司

(Danke (Guangzhou) Apartment Management Co., Ltd.)

13南京紫梧桐公寓管理有限公司

(Nanjing Zi Wtong Apartment Management Co., Ltd.)

14蛋壳（武汉）公寓管理有限公司

(Danke (Wuhan) Apartment Management Co., Ltd.)

15紫梧桐（天津）公寓管理有限公司

(Zi Wutong (Tianjin) Apartment Management Co., Ltd.)

16北京连接生活信息科技有限公司

(Beijing Lianjie Shenghuo Information Technology Co., Ltd.)

17北京米花优品信息科技有限公司

(Beijing Mihua Youpin Information Technology Co., Ltd.)

18北京梦立方装饰装修工程有限公司

(Beijing Menglifang Decoration Engineering Co., Ltd.)

19北京百家修商贸有限公司

(Beijing Baijiaxiu Commerce Co., Ltd.)

20橙梧桐（上海）公寓管理有限公司

(Cheng Wutong (Shanghai) Apartment Management Co., Ltd.)

21西安道义通祥企业管理咨询有限公司

(Xi�an Daoyi Tongxiang Enterprise Management Consulting Co., Ltd.)

22杭州爱上蛋壳科技有限公司

(Hangzhou Aishang Danke Technology Co., Ltd.)

23杭州爱上租物业管理有限公司

(Hangzhou Aishangzu Property Management Co., Ltd.)

24爱上租（苏州）物业服务有限公司

(Aishangzu (Suzhou) Property Service Co., Ltd.)

7



NO. Full Name

25爱上租（上海）科技有限公司

(Aishangzu (Shanghai) Technology Co., Ltd.)

26爱上租网络科技南京有限公司

(Aishangzu Internet Technology Nanjing Co., Ltd.)

27杭州爱上租餐饮管理有限公司

(Hangzhou Aishangzu Restaurant Management Co., Ltd.)

28爱上租（上海）物业管理有限公司

(Aishangzu (Shanghai) Property Management Co., Ltd.)

29杭州建信爱上租住房服务有限公司

(Hangzhou Jianxin Aishangzu Dwelling Service Co., Ltd.)

30紫梧桐（西安）公寓管理有限公司

(Zi Wutong (Xi�an) Apartment Management Co., Ltd).

31蛋壳（无锡）公寓管理有限公司

(Danke (Wuxi) Apartment Management Co., Ltd.)

32蛋壳（重庆）公寓管理有限公司

(Danke (Chongqing) Apartment Management Co., Ltd.)

33北京蛋壳公寓物业管理有限公司

(Beijing Danke Apartment Property Management Co., Ltd.)

34北京租趣科技有限公司

(Beijing Zuqu Technology Co., Ltd.)

35橙梧桐（苏州）公寓管理有限公司

(Cheng Wutong (Suzhou) Apartment Management Co., Ltd.)

36锦梧桐（北京）科技有限公司

(Jin Wutong (Beijing) Technology Co., Ltd.)

37铂梧桐（北京）科技有限公司

(Bo Wutong (Beijing) Technology Co., Ltd)

8



SCHEDULE II

List of Control Agreements

(1) Exclusive Business Cooperation Agreement, between Xiaofangjian (Shanghai) Internet Information Technology Co., Ltd.(�Xiaofangjian�) and Zi Wutong (Beijing) Asset Management Co., Ltd. (�Zi Wutong�), dated November 24, 2015

(2) Exclusive Business Cooperation Agreement, between Xiaofangjian and Yishui (Shanghai) Information Technology Co., Ltd.(�Yishui�), dated December 30, 2016

(3) Exclusive Call Option Agreement, among Jing Gao, Yan Cui, Xiaofangjian and Zi Wutong, dated February 12, 2018

(4) Exclusive Call Option Agreement, among Jing Gao, Yan Cui, Xiaofangjian and Yishui, dated February 12, 2018

(5) Equity Interest Pledge Agreement, among Jing Gao, Yan Cui, Xiaofangjian and Zi Wutong, dated February 12, 2018

(6) Equity Interest Pledge Agreement, among Jing Gao, Yan Cui, Xiaofangjian and Yishui, dated February 12, 2018

(7) Power of Attorney Agreement, among Jing Gao, Xiaofangjian and Zi Wutong, dated February 12, 2018

(8) Power of Attorney Agreement, among Yan Cui, Xiaofangjian and Zi Wutong, dated February 12, 2018

(9) Power of Attorney Agreement, among Jing Gao, Xiaofangjian and Yishui, dated February 12, 2018

(10) Power of Attorney Agreement, among Yan Cui, Xiaofangjian and Yishui, dated February 12, 2018

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Phoenix Tree Holdings Ltd Form F-1 Filed 2019-10-28

Documents

Transcript of Phoenix Tree Holdings Ltd Form F-1 Filed 2019-10-28