THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. HISTORY, REORGANIZATION AND CORPORATE STRUCTURE OVERVIEW We are the largest digital medical service platform in China in terms of both the number of Internet hospitals as of December 31, 2020 and volume of digital medical consultations provided in 2019, according to Frost & Sullivan. Guided by our principle of “your health, we care” (“您的健康,我們的責任”), our vision is to establish the largest digital service platform in the world driven by technology and innovation to empower people to live healthier. Our Group was founded by Mr. Liao, the chairman of the Board, executive Director and the CEO of our Company. For the biography and industry experience of Mr. Liao, please refer to the section headed “Directors and Senior Management” in this Document. Our Group was established in 2004. In preparation for the [REDACTED], we conducted the Reorganization, details of which are set out in the sub-section headed “Reorganization” in this section. BUSINESS MILESTONES The following is a summary of our key business development milestones since our inception in 2004: Year Event 2004 Our Company was incorporated in the BVI 2006 Our Company registered by way of continuation in the Cayman Islands 2011 Our Company launched guahao.com, an online doctor appointment platform, in the PRC 2015 We upgraded our brand name from “guahao.com” to “We Doctor” We established Wuzhen Internet Hospital in Wuzhen, China, which was the first Internet hospital in the PRC 2017 We opened our first Internet hospital service center 2018 We launched our “mobile hospital” services empowered by our Internet hospital We established We Doctor Taishan Chronic Disease Internet Hospital, which was the first Internet hospital focusing on CDM in the PRC – 188 – THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. HISTORY, REORGANIZATION AND CORPORATE STRUCTURE Year Event 2019 We acquired Tai’an Pharmacy and launched China’s first municipal-level CDM services recognized by local healthcare security administration in Tai’an, Shandong Province 2020 We acquired Genea We partnered with Tianjin Municipal Government to establish a medical consortium (醫聯體), with our Company’s Internet hospital being the lead hospital, to offer digital medical services including digital CDM services in Tianjin We launched our WeDoctor COVID-19 platform to offer free consultation sessions and enabled direct settlement of medical bills for digital medical services by public health insurance in cities such as Tianjin and Wuhan We were recognized as one of the top 50 smartest companies in China by MIT Technology Review OUR MAJOR SUBSIDIARIES AND OPERATING ENTITIES The principal business activities and date of establishment and commencement of business of each member of our Group that made a material contribution to our results of operations during the Track Record Period are shown below: Name of entity Principal business activities Date of establishment Guahao Hangzhou Online doctor appointment May 20, 2014 and digital medical consultation services We Doctor Cloud Technology services March 2, 2012 We Doctor Zhejiang “Mobile hospital” services March 2, 2016 Wuzhen Internet Internet hospital business December 18, 2015 Hospital Tai’an Pharmacy Chronic disease medicine November 5, 2010 fulfillment services Genea Fertility treatment services October 2, 1984 – 189 – THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. HISTORY, REORGANIZATION AND CORPORATE STRUCTURE MAJOR SHAREHOLDING CHANGES OF OUR COMPANY Our Company was incorporated as an exempted company with limited liability in the BVI on January 8, 2004, with an authorized share capital of US$50,000 divided into 50,000 shares with a par value of US$1.00 each, and later registered by way of continuation in the Cayman Islands on January 20, 2006. For subsequent shareholding changes, please refer to the section headed “Statutory and General Information – A. Further Information about Our Group – 2. Changes in the Share Capital of Our Company” in this Document. MAJOR ACQUISITION We have conducted a major acquisition during the Track Record Period, namely We Doctor HK obtained majority voting in Genea in January 2020 and subsequently increased the equity interest in Genea to 89.5% in June 2020. For other transactions we have conducted, including minority investments, none of which we consider to be material, please see note 34 to the Accountant’s Report as set out in Appendix I to this Document. In September 2018, We Doctor HK formed a consortium with Wealth Infinity Global Limited (“Wealth Infinity”) and Aldworth Equity Fund SPC on account of Aldworth Equity 1 SP and Aldworth Opportunities Fund SP (collectively, the “Aldworth Entities”) and incorporated TT Holdings Limited (“TT Holdings”) in the Cayman Islands. We Doctor HK made a capital contribution of US$5 million to TT Holdings in exchange for 7.86% of the issued share capital of TT Holdings, and the remaining share capital of TT Holdings was held by Wealth Infinity and the Aldworth Entities. Around the same time, We Doctor HK subscribed for a promissory note (the “Promissory Note”) issued by TT Holdings for US$6 million and granted a loan facility (the “Loan Facility”) of US$29 million to MW Fertility Pte. Ltd. (“MW Fertility”), a non-wholly owned subsidiary of TT Holdings. MW Fertility in turn acquired approximately 89.5% of the issued share capital of Genea. In June 2020, we completed an upstream reorganization of Genea, whereby We Doctor HK converted the Promissory Note and the Loan Facility into shares of TT Holdings, and acquired the interest held by Wealth Infinity and the Aldworth Entities in TT Holdings and the interest held by other independent shareholders in MW Fertility in exchange for common shares issued by our Company. In connection with the upstream reorganization, we also issued to one shareholder of TT Holdings a promissory note of US$11.5 million. The total consideration for the acquisition equals to 21,793,028 common shares allotted and issued by our Company and US$14.8 million in cash. Upon completion of the upstream reorganization of Genea, We Doctor HK directly holds the entire issued share capital of TT Holdings and MW Fertility and indirectly holds approximately 89.5% of the entire issued share capital of Genea. The acquisition of Genea was undertaken in order to introduce advanced fertility treatment technologies to enter into and better serve China’s growing fertility treatment market and to further expand our service offerings and service capabilities to users. The consideration for the acquisition was determined based on arm’s length negotiation among the parties with reference to the profitability of Genea. The Directors confirm that the acquisition of Genea was properly and legally completed (except for the cash consideration of US$11.5 million to be settled before the [REDACTED]). – 190 – THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. HISTORY, REORGANIZATION AND CORPORATE STRUCTURE REORGANIZATION The following diagram illustrates a simplified corporate structure of our Company and its principal subsidiaries immediately before the commencement of the Reorganization as described below. Our Company 100% 100% 100% 100% 100% Wuzhen Internet We Doctor Guahao We Doctor We Doctor Hospital Management HK Hangzhou Zhejiang Cloud (Tongxiang) Co., Ltd. 100% 90% 100% 70% 51% TT Holdings Tai’an Wuzhen Shanghai Limited Hospital Internet We Doctor Online We Doctor(3) Management(4) Hospital 100% 100% Talent Triump Sanming Development Internet Limited Hospital 69.72% 30.28% 100% MW Fertility(1) 89.5% Genea(2) Notes: (1) MW Fertility is wholly owned by MWF Four Limited. MWF Four Limited is wholly owned by MWF Three Limited. MWF Three Limited is wholly owned by MWF Two Limited. MWF Two Limited is wholly owned by MWF One Limited. MWF One Limited is owned by Talent Triump Development Limited as to 69.72% and We Doctor HK as to 30.28%. (2) Genea is owned by MW Fertility Pte. Ltd. as to 89.5% and an aggregate of 292 public shareholders as of the Latest Practicable Date as to 10.5%. (3) Shanghai We Doctor is owned by Guahao Hangzhou as to 70% and Hangzhou Yikang as to 30%. (4) Immediately before the commencement of the Reorganization, Tai’an Hospital Management was owned by Guahao Hangzhou as to 51% and Mr. Jing Weiguo as to 49%. (5) Immediately before the commencement of the Reorganization, Wuzhen Internet Hospital was owned by Wuzhen Internet Hospital Management (Tongxiang) Co., Ltd. as to 90% and Tongxiang Health Investment Development Co., Ltd. (桐鄉市健康投資發展有限公司) as to 10%. In preparation for the [REDACTED] and to streamline our corporate structure and business operations, we underwent the following Reorganization steps before the [REDACTED]. 1. Setting up of the Contractual Arrangements (i) Setting up of Flemington BVI and Flemington Hong Kong On May 13, 2020, Flemington BVI was incorporated under the laws of BVI with limited liability. On May 9, 2020, Flemington Hong Kong was incorporated under the laws of Hong Kong with limited liability. Upon incorporation of Flemington Hong Kong, Flemington BVI held the entire issued share capital of Flemington Hong Kong. – 191 – THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED “WARNING” ON THE COVER OF THIS DOCUMENT. HISTORY, REORGANIZATION AND CORPORATE STRUCTURE (ii) Changes of equity interest in Hangzhou Hospital Management Hangzhou We Doctor is the shareholding platform of six companies established in the PRC with medical institution practice licenses.