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UNITED STATES SECURITIES and EXCHANGE COMMISSION FORM 20-F Phoenix Tree Holdings Limited

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UNITED STATES SECURITIES and EXCHANGE COMMISSION FORM 20-F Phoenix Tree Holdings Limited Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR _ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report _________________ For the transition period from to Commission file number 001-39178 Phoenix Tree Holdings Limited (Exact name of Registrant as specified in its charter) Cayman Islands (Exact name of Registrant as specified in its charter) Room 212, Chao Yang Shou Fu 8 Chao Yang Men Nei Street Dongcheng District, Beijing 100010 People’s Republic of China (Address of principal executive offices) Mr. Jason Zheng Zhang, Chief Financial Officer Telephone: +86-10-5717-6925 Email: [email protected] At the address of the Company set forth above (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act: Trading Title of each class Symbol(s) Name of each exchange on which registered American Depositary Shares, each representing ten DNK New York Stock Exchange Class A ordinary shares Class A Ordinary Shares, par value US$0.00002 per N/A New York Stock Exchange share* * Not for trading, but only in connection with the listing on the New York Stock Exchange of American depositary shares. Securities registered or to be registered pursuant to Section 12(g) None (Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None (Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 281,290,000 ordinary shares were outstanding as of December 31, 2019 1,448,506,852 preferred shares were outstanding as of December 31, 2019 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes _ No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes _ No Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. _ Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). _ Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer _ Emerging growth company _ 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 13(a) of the Exchange Act † 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. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Indicate by check mark which basis of accounting the registration has used to prepare the financial statements included in this filing: U.S. GAAP _ International Financial Reporting Standards as issued Other by the International Accounting Standards Board If “Other” has been checked in response to the previous question, indicate by check mark which consolidated financial statement item the registrant has elected to follow Item 17 Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934) Yes _ No (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court Yes No Table of Contents Table of Contents Page PART I 4 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 4 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 4 ITEM 3. KEY INFORMATION 4 ITEM 4. INFORMATION ON THE COMPANY 46 ITEM 4A. UNRESOLVED STAFF COMMENTS 69 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 69 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 88 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 101 ITEM 8. FINANCIAL INFORMATION 102 ITEM 9. THE OFFER AND LISTING 103 ITEM 10. ADDITIONAL INFORMATION 104 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 112 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 113 PART II 115 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 115 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 115 ITEM 15. CONTROLS AND PROCEDURES 115 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 117 ITEM 16B. CODE OF ETHICS 117 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 117 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 117 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 117 ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT 117 ITEM 16G. CORPORATE GOVERNANCE 117 ITEM 16H. MINE SAFETY DISCLOSURE 118 PART III 118 ITEM 17. FINANCIAL STATEMENTS 118 ITEM 18. FINANCIAL STATEMENTS 118 ITEM 19. EXHIBITS 118 i Table of Contents CONVENTIONS THAT APPLY TO THIS ANNUAL REPORT ON FORM 20-F Except where the context otherwise requires, references in this annual report to: x “ADSs” are to our American depositary shares, each of which represents ten Class A ordinary shares, and “ADRs” are to the American depositary receipts that evidence our ADSs; x “apartment unit” or “unit” are to our smallest rental unit, which could be an entire apartment or a private room with separate digital door lock within an apartment that we rent to individual residents under Danke Apartment; x “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 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); x “average rental spread” are to the average revenues per rented-out unit per month less the average leasing cost per unit per month; x “average revenues per rented-out unit per month” are to 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); x “CAGR” are to compound annual growth rate; x “co-living platform” are to an apartment rental platform operated by an institution that centralizes the leasing and operating of apartments sourced from property owners, renovates and furnishes such apartments, rents them out and provides services to renters; x “China” and the “PRC” are to the People’s Republic of China, excluding, for the purposes of this annual report only, Taiwan, the Hong Kong Special Administrative Region and the Macao Special Administrative Region; x “occupancy rate” are to the number of rented-out apartment units as a percentage of the number of opened apartment units as of a given date; x “opened apartment units” are to apartment units which have been renovated and furnished and have achieved ready-to-move- in status; x “OEMs” are to original equipment manufacturers that we cooperate with to manufacture our self-designed furniture; x “online platform” are to our official website www.danke.com, our mobile apps and mini programs on Wechat, Alipay and Baidu; x “pre-opening” are to the status of in-between the effective date of the lease with the property owner and the date when the relevant apartment units achieve ready-to-move-in status; x “resident” are to an individual who stays in Danke Apartment or Dream Apartment; 1 Table of Contents x “RMB” or “Renminbi” are to the legal currency of China; x “shares” or “ordinary shares” prior to the completion of our initial public offering are to our ordinary shares, par value US$0.00002 per share, and upon and after the completion of our initial public offering are to our Class A and Class B ordinary shares, par value US$0.00002 per share; x “tier 1 and tier 2 cities” are to Beijing, Shanghai, Guangzhou, Shenzhen, Changchun, Changsha, Changzhou, Chengdu, Chongqing, Dalian, Dongguan, Foshan, Fuzhou, Guiyang, Ha’erbin, Hangzhou, Hefei, Jinan, Kunming, Nanjing, Nanchang, Nanning, Ningbo, Qingdao, Quanzhou, Shenyang, Shijiazhuang, Suzhou, Taiyuan ,Tianjin, Wenzhou, Wuhan, Wuxi, Xi’an, Xiamen, Zhengzhou and Zhuhai; x “US$,” “U.S.
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