Phoenix Tree Holdings Limited

SECURITIES AND EXCHANGE COMMISSION

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

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

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FILER Phoenix Tree Holdings Ltd Mailing Address Business Address ROOM 212, CHAO YANG ROOM 212, CHAO YANG CIK:1785154| IRS No.: 000000000 | State of Incorp.:E9 | Fiscal Year End: 1231 SHOU FU, SHOU FU, Type: F-1 | Act: 33 | File No.: 333-234354 | Film No.: 191173403 8 CHAO YANG MEN NEI ST, 8 CHAO YANG MEN NEI ST, SIC: 6513 Operators of apartment buildings DONGCHENG DIST DONGCHENG DIST BEIJING F4 100010 BEIJING F4 100010 86-10-5717-6925

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Use these links to rapidly review the document TABLE OF CONTENTS PHOENIX TREE HOLDINGS LIMITED INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on October 28, 2019 Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Phoenix Tree Holdings Limited (Exact name of Registrant as specified in its charter) Cayman Islands 7370 Not Applicable (State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Incorporation or Organization) Classification Code Number) 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. Benjamin Su, Esq. Daniel Fertig, Esq. Daying Zhang, Esq. Simpson Thacher & Bartlett LLP Latham & Watkins LLP 35th Floor, ICBC Tower 18th Floor, One Exchange Square 3 Garden Road 8 Connaught Place Central, Hong Kong Central, Hong Kong +852-2514-7600 +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

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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

Proposed Maximum Title of Each Class of Securities Amount of Aggregate Offering to be Registered(1) Registration Fee Price(2)(3)

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.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the United States Securities and Exchange Commission is effective. This preliminary prospectus 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 not permitted. Subject to Completion. Dated , 2019. American Depositary Shares

Phoenix Tree Holdings Limited Representing Class A Ordinary Shares This is an initial public offering of American depositary shares, or ADSs, representing Class A ordinary shares of Phoenix Tree Holdings Limited. We are offering ADSs. Each ADS represents Class A ordinary shares, US$0.00002 par value per share. We anticipate the initial public offering price per ADS will be between US$ 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 York stock 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 public company 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 contrary is 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 purchase up to an aggregate of additional ADSs from us at the initial public offering price less the underwriting discounts and commissions. Upon the completion of this offering, our outstanding share capital will consist of Class A ordinary shares 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. Each Class A ordinary share is entitled to one vote; and each Class B ordinary share is entitled to twenty (20) votes and 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. Upon the completion of this offering, we will be a "controlled company" as defined under the NYSE Listed Company Manual because 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 of our total issued and outstanding shares immediately after the completion of this 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

TABLE OF CONTENTS Prospectus Summary 1 The Offering 14 Summary Consolidated Financial and Operating Data 17 Risk Factors 22 Special Note Regarding Forward Looking Statements and Industry Data 68 Use of Proceeds 70 Dividend Policy 71 Capitalization 72 Dilution 74 Enforcement of Civil Liabilities 76 Our History and Corporate Structure 78 Selected Consolidated Financial and Operating Data 81 Management's Discussion and Analysis of Financial Condition and Results of Operations 86 Industry Overview 111 Business 116 Regulations 143 Management 154 Principal Shareholders 166 Related Party Transactions 170 Description of Share Capital 171 Description of American Depositary Shares 184 Shares Eligible for Future Sale 196 Taxation 198 Underwriting 206 Expenses Related to This Offering 217 Legal Matters 218 Experts 219 Where You Can Find More Information 220 Index to Consolidated Financial Statements F-1 No dealer, salesperson or other person is authorized to give any information or to represent as to anything not contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell, and we are seeking offers to buy, only the ADSs offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current 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 this prospectus or any filed free writing prospectus in any jurisdiction where other action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus or any free writing prospectus filed with the 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 not participating in this offering, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. i

PROSPECTUS SUMMARY This 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 entire prospectus, including "Risk Factors" and the financial statements, before making an investment decision. This prospectus contains information from an industry report commissioned by us and prepared by iResearch Global Inc., or iResearch, an independent industry research firm, to provide information regarding our industry and our market position in China. We refer to this 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 with comfortable 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 player in each of the 10 cities that we entered into prior to June 30, 2019. We grew the number of apartment units we operated from 2,434 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 an enormous opportunity within this addressable market, one of the last conventional markets to be touched by technology. China's residential rental market is highly

fragmented and inefficient, and one in which both individual property owners and renters suffer from numerous pain points. We provide solutions 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 property owners and residents. We have had no physical storefront since inception.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (1) According to a survey conducted by iResearch of China's leading co-living platforms, including us and our peers.

We operate two branded products, "Danke Apartment ( )" and "Dream Apartment ( )." Danke Apartment has been the primary focus of our business since our inception in 2015. We source and lease apartments from individual property owners on a long-term basis, design, renovate and furnish such apartments in a standardized and stylish manner, and rent them out to individual residents, 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 entire buildings or floors in a building, transform them into dormitory-style apartments, and rent them to corporate clients for employee accommodation. For all of our residents, we provide high-quality one-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 our DNA. At the core of our technology system is our proprietary artificial intelligence decision engine, or "Danke Brain," which makes real-time and unbiased 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 and neighborhoods, and improves from each transaction and interaction. It reduces our reliance on local 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 everything together, our IT infrastructure digitizes our business operation 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 of apartments, neighborhoods and cities. Our technology system enables us to make tens of thousands of pricing decisions each day with approximately 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 extensive network of renovation contractors to simultaneously renovate 50,000 apartment units scattered in thousands of 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 connect and benefit property owners, residents and third-party service providers. Their interaction forms a virtuous cycle, while also providing us with significant monetization opportunities.

Our disruptive business model has enabled us to achieve unparalleled growth, operational excellence and customer satisfaction. We are particularly proud of the following achievements, where in each case we ranked the highest amongst our peers, 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% from RMB656.8 million in 2017 to RMB2,675.0 million (US$374.3 million) in 2018, and by 198.8% from RMB1,673.0 million in the nine 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 unique position 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 in 2018 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

Changes in young people's consumption habits and lifestyle

Favorable policies supporting the residential rental market

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: 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 As a result, there are massive opportunities for co-living platforms that centralize the leasing and operation of rental properties. In particular, affordability is the biggest issue for young renters today, particularly in tier 1 and tier 2 cities. In the conventional residential rental market, the smallest unit available for rent is often an entire apartment, as individual property owners are generally unable or otherwise unwilling to bear the burden and risk of renting out private rooms. Co-living platforms reduce the smallest unit available for rent to a private room, thereby providing an affordable alternative. For instance, Danke enables 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.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (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

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 platforms offering standardized renovation, furnishing and services only accounted for approximately 2% of all residential rental properties in China as of December 31, 2018. In the United States and Japan, the percentage of renovated or serviced rental apartments operated by institutions was around 57% and 80%, respectively. This presents an enormous growth potential for co-living platforms in China. As co-living platforms achieve scale, they accumulate a large, captive pool of renters to whom value-added services can be provided. Typical renters spend more than ten hours each day at home, and during their stay, they may demand a wide range of services including cleaning, repair and maintenance, laundry, relocation, food delivery, smart home and online insurance, among others. 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 and tier 2 cities as our serviceable addressable market. We see the provision of value-added services to renters as an incremental opportunity 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 allowing us to act as a demand

aggregator and providing us with significant monetization opportunities. Our ecosystem continues to expand and attract more participants 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 trivial requests from residents. We also conduct regular maintenance of apartments and reduce damage risks.

Stable returns. We sign long-term leases with property owners, which help them minimize vacancy risks and generate 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 relieves our residents from concerns about poor housing conditions.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Hassle-free process. We serve as a trustworthy, single point-of-contact for our residents. They do not need to deal with 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 the satisfaction of our residents.

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 with numerous monetization opportunities.

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

Our Economics We 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 incur leasing 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 start collecting rents and service fees from our resident, generating a recurring stream of revenues and cash flows. At this point, the net cash flows shift from outgoing to incoming. As we generate revenues over each period after the apartment unit is filled, the cumulative incoming cashflow will allow us to recover our initial investment after a certain period of time and start realizing returns from such apartment unit. We refer to the amount of time required to recover the initial capital investment for the apartment units sourced in a given period as payback period. It is calculated as the average cost for renovation and furnishing per unit for such period divided by the average rental spread for such period. From the first quarter of 2017 to the third quarter of 2019, the payback period for the apartment units sourced in each quarter typically ranged between 12 to 20 months. As we expand 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 property owners and enjoy potential upside from rent increase on the resident side. In addition, as we introduce more value-added services to 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 growth stage, we expect to continue to incur upfront investment for our newly sourced apartment units. As a higher percentage of our apartment units pass their pay-back period over time, we believe that our profitability profile will continue to improve.

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

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;

further expand our scale;

expand and enhance our product and service offerings;

promote brand awareness and influence; and

strengthen and expand our ecosystem.

Our Challenges Our 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 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;

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 operations and prospects. You should consider the risks discussed in "Risk Factors" and elsewhere in this prospectus before investing in our ADSs. Our History and Corporate Structure 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 holding company through a series of transactions. In March 2019, we acquired 100% equity interest in Hangzhou Aishang 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 their subsidiaries 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 (Shanghai) Information Technology Co., Ltd., or Xiaofangjian, and each of our consolidated VIEs, namely Zi Wutong, and Yishui (Shanghai) Information Technology Co., Ltd., or Yishui, and their shareholders, 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.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (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.

Our Corporate Information Our 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 in the Cayman Islands is located at the offices of Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands. Investors should submit any inquiries to the address and telephone number of our principal executive offices set forth above. Our main website is www.danke.com. The information contained on this website is not a part of this prospectus. Our agent for 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 growth company" pursuant to the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take 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 of 2002, or Section 404, related to the assessment of the effectiveness of the emerging growth company's internal control over financial reporting. The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised 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 have total annual gross revenues of at least US$1.07 billion; (b) the last day of our fiscal year following the fifth anniversary of the completion of this offering; (c) the date on which we have, during the previous three year period, issued more than US$1.0 billion in non-convertible debt; or (d) the date on which we are deemed to be a "large accelerated filer" under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of our ADSs that are held by non-affiliates exceeds US$700 million as of the last business day of our most recently completed second fiscal quarter. Once we cease to be an emerging 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 to follow the corporate governance practices of our home country, the Cayman Islands, in lieu of the NYSE corporate governance standards applicable to U.S. domestic companies. For example, we are not required to have a majority of the board consisting of independent directors nor have a compensation committee or a nominating and corporate governance committee consisting entirely of independent directors. We intend to continue to follow our home country's corporate governance practices as long as we remain a foreign private issuer. As a result, you may not have the same protection afforded to shareholders of U.S. domestic companies that are subject to NYSE corporate governance requirements. As a foreign private issuer, we are also subject to reduced disclosure requirements and are exempt from certain provisions of the U.S. securities rules and regulations applicable to U.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 Company Manual because 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 of our

total issued and outstanding shares immediately after the completion of this offering, assuming the underwriters do not exercise their option to purchase additional ADSs. Under the NYSE Listed Company Manual, a "controlled company" may elect not to comply 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 price calculated 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 room with 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 period divided 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 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);

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

"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);

"CAGR" are to compound annual growth rate;

"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

"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 opened apartment units as of a given date;

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

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

"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 apartment units sourced in a given period. It is calculated as the average cost for renovation and furnishing per unit for such period 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 date when 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 rent another 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 with us 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 and its 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 stock incentive plan and (ii) assumes that the underwriters will not exercise the over-allotment option to purchase additional ADSs.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document This prospectus contains translations between Renminbi and U.S. dollars solely for the convenience of the reader. The translations from Renminbi to U.S. dollars and from U.S. dollars to Renminbi in this prospectus were made at a rate of RMB7.1477 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 or could be converted into U.S. dollars or Renminbi, as the case may be, at any particular rate or at all.

THE OFFERING We currently estimate that the initial public Price per ADS offering price will be between US$ and US$ per ADS.

ADSs Offered by Us ADSs

ADSs Outstanding Immediately After This ADSs (or ADSs if the underwriters Offering exercise in full the over-allotment option).

Class A ordinary shares and Class B ordinary shares (or Class A ordinary shares and Class B ordinary shares if the underwriters exercise the over-allotment option in full), excluding (i) 178,022,914 Class A ordinary Ordinary Shares Outstanding Immediately After shares issuable upon the exercise of outstanding This Offering options and 96,204,007 Class A ordinary shares reserved for future issuance under our 2017 stock incentive plan as of the date of this prospectus and (ii) 230,000,000 Class A ordinary shares reserved for future issuance under our 2019 equity incentive plan, which will become effective upon the completion of this offering.

Each ADS represents Class A ordinary The ADSs shares.

The depositary or its nominee will be the holder of the Class A ordinary shares underlying the ADSs and you will have the rights of an ADR holder as provided in the deposit agreement among us, the depositary and all holders and beneficial owners of ADSs issued thereunder.

You may surrender your ADSs to the depositary to withdraw the Class A ordinary shares underlying your ADSs. The depositary will charge you a fee for such exchange.

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

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document holder will not become effective as to outstanding ADSs until 30 days after notice of the amendment is given to ADS holders. If an amendment becomes effective, you will be bound by the deposit agreement as amended if you continue to hold your ADSs.

To better understand the terms of the ADSs, you should carefully read the section in this prospectus entitled "Description of American Depositary Shares." We also encourage you to read the deposit agreement, which is an exhibit to the registration statement that includes this prospectus.

Our ordinary shares will be divided into Class A ordinary shares and Class B ordinary shares upon the completion of this offering. 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. Ordinary Shares Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any transfer of Class B ordinary shares by a holder to any person or entity which is not an affiliate of such holder, such Class B ordinary shares shall be automatically converted into the equivalent number of Class A ordinary shares. See "Description of Share Capital" for more information.

We have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to an aggregate Over-Allotment Option of additional ADSs at the initial public offering price less underwriting discounts and commissions, solely for the purpose of covering over-allotments.

We estimate that we will receive net proceeds of approximately US$ million from this offering, or approximately US$ million if the underwriters exercise in full the over- allotment option, assuming an initial public Use of Proceeds offering price of US$ per ADS, the mid- point of the estimated range of the initial public offering price, after deducting underwriting discounts and commissions and estimated offering expenses payable by us. 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

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document investments (although we are not currently negotiating any such acquisitions or investments).

See "Use of Proceeds" for more information.

[We, our officers and directors and our existing shareholders] have agreed with the underwriters not to sell, transfer or dispose of any ADSs, Lock-up ordinary shares or similar securities for a period of 180 days after the date of this prospectus, subject to certain exceptions. See "Shares Eligible for Future Sale" and "Underwriting."

See "Risk Factors" and other information included in this prospectus for a discussion of the Risk Factors risks relating to investing in our ADSs. You should carefully consider these risks before deciding to invest in our ADSs.

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

NYSE Trading Symbol DNK.

The underwriters expect to deliver the ADSs against payment on , 2019, through the Payment and settlement facilities of the Depository Trust Company, or DTC.

Depositary Citibank, N.A. The total number of ordinary shares that will be outstanding immediately after this offering will be Class A ordinary shares and be Class B ordinary shares, which is based upon (i) the conversion and re-designation of all of the issued and outstanding 1,448,506,852 preferred shares into 1,448,506,852 ordinary shares on a one-for-one-basis immediately prior to the completion of this offering; (ii) the creation of an additional 47,500,000,000 ordinary shares, to rank pari passu in all respects with the 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 246,000,000 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 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 to purchase additional ADSs), but excludes: 178,022,914 Class A ordinary shares issuable upon the exercise of outstanding share options under our 2017 stock incentive 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 will become effective upon the completion of this offering.

SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA The 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. Our consolidated financial statements are prepared and presented in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP. The following summary consolidated statements of comprehensive loss data and summary consolidated statements of cash flows data for the nine months ended September 30, 2018 and 2019 and summary consolidated balance sheets data as of September 30, 2019 have been derived from our unaudited condensed consolidated financial statements included elsewhere in this prospectus and have been prepared on the same basis as our consolidated financial statements. Our historical results are not necessarily indicative of results to be expected for any future period. The following summary consolidated financial data for the periods and as of the dates indicated are qualified by reference to, and should be read in conjunction with, our consolidated financial statements and related notes and the information under "Management's Discussion and 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) Summary Consolidated Statements of Comprehensive Loss Data: Revenues 656,782 2,675,031 374,251 1,673,002 4,999,740 699,489 Operating expenses: Rental cost (511,697) (2,171,755) (303,840) (1,300,709) (4,450,199) (622,606) Depreciation and (98,984) (373,231) (52,217) (227,339) (790,357) (110,575) amortization Other operating (46,456) (295,141) (41,292) (187,436) (552,859) (77,348) expenses Pre-opening expense (62,119) (270,399) (37,830) (181,292) (186,344) (26,070) Sales and marketing (80,991) (471,026) (65,899) (287,881) (793,722) (111,046) expenses General and administrative (49,960) (203,847) (28,519) (129,307) (395,766) (55,370) expenses Technology and product (25,194) (110,954) (15,523) (71,281) (143,601) (20,091) development expenses 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)

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Loss before income (271,636) (1,369,637) (191,618) (812,884) (2,518,387) (352,336) taxes Income tax benefit 112 (112) (16) (112) 2,167 303 (expense) 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 shares outstanding used in computing net loss per share Basic and diluted 111,848,958 185,677,083 185,677,083 176,692,708 242,698,917 242,698,917

Summary Consolidated Balance Sheets Data As of December 31, 2017 2018 As of September 30, 2019 RMB RMB US$ RMB US$ (in thousands) Summary Consolidated Balance Sheets Data: Total current assets 473,884 3,155,228 441,433 2,974,428 416,135 Total non-current assets 660,862 2,674,383 374,159 4,700,004 657,556 Total assets 1,134,746 5,829,611 815,592 7,674,432 1,073,691 Total current liabilities 1,160,879 4,582,077 641,055 7,434,964 1,040,189 Total non-current liabilities 199,601 234,185 32,764 226,489 31,687 Total liabilities 1,360,480 4,816,262 673,819 7,661,453 1,071,876 Total mezzanine equity 140,661 2,859,632 400,077 4,758,577 665,749 Total shareholders' deficit (366,395) (1,846,283) (258,304) (4,745,598) (663,934) Summary Consolidated Statements of Cash Flows Data Nine Months Ended Year Ended December 31, September 30, 2017 2018 2018 2019 RMB RMB US$ RMB RMB US$ (in thousands) Summary Consolidated Cash Flows Data: Net cash used in operating (114,578) (1,164,248) (162,884) (697,813) (1,629,289) (227,945) activities 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 822,440 4,692,659 656,527 2,151,819 3,081,858 431,168 activities Net increase (decrease) in cash and 212,470 2,251,532 315,001 1,023,885 (167,746) (23,468) restricted cash Cash and restricted cash at the 1,532 214,002 29,940 214,002 2,465,534 344,941 beginning of the period Cash and restricted cash at the end 214,002 2,465,534 344,941 1,237,887 2,297,788 321,473 of the period Non-GAAP Financial Measures We 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 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 our past performance and future prospects, 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 loss represents net loss before share-based compensation and incentives for apartment sourcing. Incentives for apartment

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document sourcing consist of commissions and lead generation fees related to apartment sourcing. We pay commissions and lead generation fees upfront

when the relevant apartment is sourced and amortize such cost on a straight-line basis over the term of the lease with the property owner, which is generally four to six years. Share-based compensation represents compensation expenses in connection with the restricted shares granted to our co-founders. Share-based compensation used in the calculation of the adjusted EBITDA and adjusted net loss represents compensation 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 certain employees. The presentation of the non-GAAP financial measures is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with U.S. GAAP. We present the non-GAAP financial measures because they are used by our management to evaluate operating performance and formulate business plans. We believe that the non-GAAP financial measures help identify underlying trends in our business, provide further information about our results of operations, 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 items of income and expense that affect our operations and do not represent the residual cash flow available for discretionary expenditures. Further, the non-GAAP measures may differ from the non-GAAP information used by other companies, including peer 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 evaluating performance. We encourage investors and others to review our financial information in its entirety and not rely on a single financial measure. The table below sets forth a reconciliation of the non-GAAP financial measures for the periods indicated: Year Ended Nine Months Ended December 31, September 30, 2017 2018 2018 2019 RMB RMB US$ RMB RMB US$ (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 52,217 227,339 790,357 110,575 Interest expenses 55,013 163,357 22,854 101,906 252,981 35,393 Income 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 8,017 Share-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)

Year Ended Nine Months Ended December 31, September 30, 2017 2018 2018 2019 RMB RMB US$ RMB RMB US$ (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 8,017 Share-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)

Key Operating Metrics We regularly review a number of key operating metrics to evaluate our business and measure our performance, which are set forth in the table below. 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 14,835 Opened 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 46,472 152,630 114,518 213,866 Other 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.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (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).

(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 As of December 31, 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 As of December 31, 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.

RISK FACTORS An 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 a material and adverse effect on our business, financial condition and results of operations. Additional risks and uncertainties not currently 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 Industry We have a limited operating history in a rapidly evolving market, which makes it difficult to evaluate our results of operations and future 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% from RMB656.8 million in 2017 to RMB2,675.0 million (US$374.3 million) in 2018, and increased by 198.8% from RMB1,673.0 million in the 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 historical growth rates may not be indicative of our future growth, and we may not be able to generate similar growth rates in future periods. Our growth rates may decline for a number of possible reasons, some of which are beyond our control, including decreasing disposable income, 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 "new rental" business model, which may not develop as we expect. It is difficult to evaluate our prospects, as we may not have sufficient experience in addressing the risks to which companies operating in rapidly evolving markets may be exposed. If our growth rate declines, investors' perceptions of our business and prospects may be materially and adversely affected and the market price of the ADSs 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 apartment units we operate. There can be no assurance that we will be able to source more apartments from additional property owners to expand our apartment network in our existing cities and new cities, or that the existing property owners will renew their leases with us at the expiration of the lease terms. Failure to maintain or expand our apartment network would restrict our growth, and materially and adversely 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 growth as we generate revenues primarily from the rents and service fees we charge our residents. Our existing residents may not continue to lease our apartment units if we fail to provide satisfactory residential experience. We may also lose our existing residents due to reasons beyond our control, such as changes in our residents' personal or financial condition or lower rents offered by our competitors or individual property owners. In addition, we may not be successful in attracting new residents if we fail to provide attractive apartment units at reasonable prices or expand our service offerings to meeting their evolving needs. If we fail to maintain or expand our resident 22

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents base, 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 our costs and expenses to continue to increase in the future as we increase the number of apartments we operate, serve more property owners 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 expect to continue to incur increasing operating expenses to support our anticipated future growth. To manage our growth and expansion, we also plan to continue to invest in our technology infrastructure to further increase our operational efficiency. We will also need to further expand, train, manage and motivate our workforce and manage our relationships with stakeholders in our ecosystem, including property owners, residents and third-party service providers. All of these endeavors involve risks and will require substantial management efforts and skills and significant additional expenditures. Our further expansion may divert our management, operational, technological and financial resources from our existing business operations, or we may fail to implement our growth strategies, which could adversely affect 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 and negative 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 from operating activities of RMB114.6 million, RMB1,164.2 million (US$162.9 million) and RMB1,629.3 million (US$227.9 million) in the same periods respectively. We cannot assure you that we will be able to generate net profits or positive cash flow from operating activities in the future. Our ability to achieve and maintain profitability and generate positive cash flow from operating activities will depend in large part on our ability to, among other things, expand our apartment network, increase the number of our residents, maintain healthy occupancy rate and optimize our cost structure. We may not be able to achieve any of the above. We intend to continue to invest heavily for the foreseeable future in expanding our apartment network, improving the quality of our apartments, expanding our service offerings and developing our technology system to support our growth. These expenditures might make it difficult for us to achieve profitability or generate positive cash flow from operating activities, and we cannot predict whether we will be able to do so in the near term or at all. We also expect to incur additional sales and marketing expenses and general and administrative expenses as we grow. Our operating expenses and other expenses may be greater than we anticipate, and our investments to make our business and our operations more 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 to obtain capital through financing or other sources on favorable terms in a timely manner or at all would materially and adversely affect 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 remain competitive. We generally incur substantial upfront capital outlay before we start to generate revenues on the relevant apartments. This includes capital outlay for sourcing and leasing apartments from property owners and renovation and furnishing of the apartments as necessary to make them suitable for lease-out to residents. We also incur ongoing expenditures in repair, maintenance, cleaning and other services, including but not limited to repair or replacement of 23

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents furniture, fixtures and appliances and making other leasehold improvements. If we are unable to obtain capital through financing or other sources on favorable terms and in a timely manner, we may be unable to expand as planned or maintain consistent quality of our apartments. As a result, we may lose market share to our competitors and our occupancy rates may decline, which would materially and adversely 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 financing and advance from our residents. As of December 31, 2017, 2018 and September 30, 2019, we had upfront payment from financial institutions 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 institutions or relevant residents, as applicable, in the event of early termination of the leases or defaults by the residents on loan repayment. In 2017, 2018 and the nine months ended September 30, 2019, the total amount of upfront payment that we returned to financial institutions 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 the relevant 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 on our 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 timely manner, or at all. We may be unable to obtain debt financing if we cannot reach agreement on financing terms with banks or due to reasons beyond our control, such as economic recession or tightening of credit market. If debt financing is not available, we may need to raise additional funds through issuance of equity securities, in which case the ownership interests of our shareholders could be significantly 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 of fluctuations 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 or corporate clients, may subject us to certain risks. For Danke Apartment, we generally enter into four- to six-year leases with property owners and one-year leases with residents. For Dream Apartment, we typically sign leases on a ten-year term with property owners and leases on one- or two-year term with corporate clients. Due to the mismatch between the lease terms with property owners, on the one hand, and residents or corporate clients, on the other hand, our revenues may be materially and adversely affected if a decline in market rental rates renders us unable to rent out our apartments to our residents or corporate clients at rental rates higher than what we pay to the property owners. Additionally, since the lease terms of our residents and corporate clients are shorter than those of the property owners, we may be subject to vacancy risk if our residents or corporate clients do not renew their leases or if we fail to find new residents or corporate clients to cover the remainder of the lease terms of our leases with the property owners. We may also need to incur sales and marketing expenses to acquire succeeding residents or corporate clients. 24

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Some of our apartments employ the N+1 model, which may be viewed as not in compliant with existing regulations and may violate new laws, regulations or policies. Pursuant to the Administrative Measures on Leasing of Commodity Housing, or the Administrative Measures, issued by the Ministry of Housing and Urban-Rural Development, or MOHURD, a residential rental unit for lease shall not be smaller than an individual room under the original design. In the event of non-compliance, competent government authorities may force the relevant person to restore the property to its original condition and may impose a fine ranging from RMB5,000 to RMB30,000 for any such violation. In addition, according to the Real Estate Brokerage Management Methods, real estate brokerage entities and brokers are prohibited from modifying the structure of residential rental properties for leasing purpose. Competent government authorities may impose a fine of RMB30,000 on the real estate brokerage entities and RMB10,000 on the real estate brokers for any such violation and may 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 take measures to make sure that such apartment units comply with the requirements for the minimum per capita floor area imposed by the relevant local governments, it is uncertain whether the Administrative Measures or the Real Estate Brokerage Management Methods can be interpreted as prohibiting the N+1 model. In 2017, the Ministry of Commerce proposed the Administrative Regulations on House Leasing and Sale (Consultation Draft), or the Consultation Draft, which provides that living rooms can be partitioned for leasing purposes as long as certain requirements are met. However, such Consultation Draft has not been adopted yet. Due to the ambiguity of the relevant provisions under the Administrative Measures and the Real Estate Brokerage Management Methods and lack of clear guidance from MOHURD, local governments may have different interpretations of these provisions. We cannot assure you that any such local government will not interpret these provisions in a manner that renders our N+1 model non-compliant. For instance, we were fined for operating some apartment units under the N+1 model and requested to restore such apartment units to original conditions by the local government authorities in Beijing. In addition, local governments in the cities where we operate or may operate in the future may issue new rules that prohibit or restrict our N+1 model. If we were deemed to have violated laws, regulations and policies prohibiting the N+1 model, we might be subject to penalties and might be required to restore the non-compliant apartment units to original conditions and relocate the residents staying in such apartment units. We might even need to adjust our business model, which would 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 to compete successfully against our current or future competitors, our business, results of operations, financial condition and prospects may be materially and adversely affected. We face strong competition in our business. Our competitors include, among others, (i) other co-living platforms, (ii) traditional real estate agents, (iii) real estate developers that rent out their own properties and (iv) hotel and serviced apartment operators. With the influx of new entrants and the expansion of current participants, we expect competition in our industry to continue and intensify, which could harm our ability to increase revenues and attain or sustain profitability. The aspects of our business where we face competition include competition in acquiring and retaining property owners and residents, provision of attractive apartments and services, and advertising and marketing activities. Some of our competitors have more resources and longer operating history or are better capitalized than 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 units on terms that are favorable to us. In 25

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents addition, our competitors may have better access to property owner and resident information, which helps them identify and acquire quality 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 difficulties in acquiring and retaining residents. We may be required to spend additional resources to further enhance our brand recognition and promote our services, and such additional spending could adversely affect our profitability. Furthermore, if we are involved in disputes with any of our competitors that result in negative publicity to us, such disputes, regardless of their veracity or outcome, may harm our reputation 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, business and results of operations may be materially harmed by service disruptions or by our failure to timely and effectively upgrade and our existing technology and infrastructure. Our business relies heavily on our technology system, including our proprietary artificial intelligence decision engineDanke Brain, our big data platform and IT infrastructure, which work seamlessly together as the backbone of our business. We are highly dependent on the ability of such technology system to process and manage immense amounts of data and make decisions to guide each step of our operational process. Our technology system may contain undetected error or bugs or ineffective algorithm, which may result in 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 property owners. If Danke Brain makes any mistake in making such estimate and calculations, we may offer pricing terms that are less favorable to us or incur unnecessary cost, which would have a negative impact on our results of operations and financial condition. In addition, we derive valuable insights from Danke Brain in planning our city-level and neighborhood-level expansion. Any inaccurate analytics by Danke 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 widely available to our competitors. If our technology becomes widely available to our current or future competitors for any reason, our operating results may be adversely affected. Also, any adoption or development of similar or more advanced technologies by our competitors 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 trends and enhance the features and functionality of our technology system in response to these trends, which may lead to significant research and development costs. We may be unable to accurately determine the needs of our residents or the trends in the residential rental market 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 be able to keep up with rapid changes of technology, develop new technology, realize a return on amounts invested in developing new technologies 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 interruption caused 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 our services. It may be difficult for us to respond to such interruptions in a timely manner, or at all. Such interruptions would damage our reputation, reduce our future revenues, harm our future profits, subject us to regulatory scrutiny and cause our customers to seek alternative solutions. Furthermore, our physical infrastructure is also vulnerable to damages from 26

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents fires, floods, earthquakes and other natural disasters, power loss and telecommunication failures. Any network interruption or inadequacy that causes interruptions to our operations, or failure to maintain the network and server or solve such problems in a timely manner, 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 of operations. Under the relevant PRC laws, regulations and technical standards, we are required to ensure that our apartments meet certain environmental standards, including the air quality and environmental protection standards for preventing the indoor environmental hazards 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 to comply with environmental, construction, fire or other laws or regulations. In addition, under the PRC laws, if the leased residential property imposes a threat to the safety or health of the resident, the resident is entitled to terminate the lease at any time. Although we have taken measures to avoid environmental and fire hazards, including testing air quality after renovation and taking fire precaution measures, we cannot assure you that our residents will not raise any health or safety claims. In addition, we cannot assure you that future laws, ordinances or regulations will not impose more stringent environmental or fire safety requirement or that the current environmental condition of our apartments will not be affected by the activities of residents, existing conditions of the land, operations in 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 with digital 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 by our 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 reputation as a result of our actions or the actions of third parties, or if we incur excessive expenses in this effort, our business, results of operations 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 a strong brand name and reputation in China. Any loss of trust in our products and services could harm the value of our brand, which could materially reduce our revenues and profitability. From time to time, we organize marketing campaigns and work with media partners to promote our brand and our products and service offerings, which may cause us to substantially increase our marketing expenditures. We cannot assure you, however, that these activities will be successful or that we will be able to achieve the promotional effect we expect. Our brand and reputation are vulnerable to many threats that can be difficult or impossible to control, and costly or impossible to remediate. Regulatory inquiries or investigations, lawsuits and other claims in the ordinary course of our business, perceptions of conflicts of interest, complaints made by our residents and market rumors, among other things, could substantially damage our reputation, even if they are baseless or fully addressed. For instance, to protect the safety of our residents, we conduct background check of 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 also be harmed by 27

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents the 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 and reputation. If we are unable to maintain our reputation, enhance our brand recognition or promote our product and service offerings, or if 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, financial condition 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 a property owner is terminated before expiration or if a property owner breaches the lease, making the apartment no longer available, we would have to terminate our lease with the relevant resident or corporate client. For Danke Apartment, we will need to return the balance of the upfront payment to such resident or to the financial institution that provide rent financing to such resident, as the case may be, which would negatively affect our cash flow. Alternatively, we would facilitate the resident to relocate to our other apartment unit. In either way, we may incur additional costs and expenses and may cause resident dissatisfaction. In addition, although our leases generally provide that property owners shall pay a penalty to both us and our residents or corporate clients for early termination and also compensate us for pro rata renovation cost, the penalty and compensation may not be sufficient to cover our loss or may be lowered if the court deems the penalty prescribed under our lease agreements to be unfair. There can be no assurance that we are able to receive fair compensation for our losses, and our business, results of operations and financial condition would be materially and adversely affected 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, our business, 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 the leases. For example, residents or corporate clients may default on rental payments or residents may default on repayment of rental installment 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 prepaid rents to the relevant resident or financial institution, as applicable, which might have negative impact on our cash flow. Similarly, if a corporate client defaults on its rental payment and fails to cure the default within the applicable grace period, we have the right to terminate the lease and repossess the apartment. In the event of lease breach or early termination, we may not be able to find a new resident or corporate client to fill the vacancy in a timely manner, under the same terms or at all, and the security deposit or penalty of the 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 clients seek 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 make unauthorized structural changes to our apartments, refuse to leave the apartments upon default or termination of the lease, disturb nearby residents with noise, trash, odors or eyesores, sublet our apartments in violation of our lease or permit unauthorized persons to live in our apartments. Although we have the right to terminate the leases under such circumstances and the residents are responsible for damages caused by their wrongful conduct, we may still suffer 28

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents from negative impact on our business and reputation. Damage to our apartments may delay re-leasing, necessitate expensive repairs or impair 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, the financial institutions perform credit assessment on the residents who opt for rent financing, and if approved, will enter into financing agreements with these residents. To ensure proper use of the funds, the financial institutions will make upfront payment to us and the residents should repay the loan to the financial institutions in monthly installments pursuant to the financing agreements. Under our arrangements with certain financial institutions, we are obligated to transfer part of the funds to a separate escrow account at such financial institutions. In the event of an early termination of a resident's lease or a resident's default on repayment of monthly installments, we would be required to return the upfront payment for the remaining lease term to the relevant financial institution, which would cause a cash outflow and a reduction in our working capital. We cannot fully predict when and how many of our residents will early terminate their leases or default on the loan repayment, which makes our cash outflow unpredictable. In the event of a substantial number of early terminations or defaults, we may face cash flow shortage and our business operations and financial condition would be negatively affected. We utilize the upfront payment from the financial institutions to support our expansion. We cannot assure you that the rent financing arrangement will not be challenged by the competent governmental authorities. We currently work with a limited number of financial institutions and we cannot assure you that such financial institutions will continue to cooperate with us on commercially favorable terms, or at all, or that existing or potential financial institutions will be able to sufficiently meet the rent financing needs of our residents. If new laws, regulations or rules are enacted to restrict or prohibit such arrangement, or if any financial institution discontinues the cooperation with us, for example, as a result of its disqualification from engaging in financing business or default by a large number of residents, we may need to find alternative sources of capital or seek alternative business arrangement. Failure to do so could 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 financial resources and subject us to risks associated with an increase in interest rate if the number of residents who opt for rent financing increase significantly as we expand our resident base. If we cease such arrangement due to a significant increase in interest rate or for other 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 inflow of 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;

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 capital outlay, failure to achieve targeted return in the new market could materially and adversely affect our financial condition and results of operations. We may engage in business practices that violate PRC laws and regulations and we may fail to obtain or maintain licenses and permits necessary to conduct our operations. If we are deemed to have violated any PRC laws and regulations or if we fail to obtain or maintain the necessary licenses and permits, our business, financial condition and results of operations would be materially and adversely affected. Our business is subject to various compliance and operational requirements under the PRC laws and regulations, some of which are ambiguous and constantly changing. We may not be in full compliance with all of the applicable laws, regulations and other requirements. 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 and suspension of business operations, which may have a material and adverse impact on our business, financial condition and results of operations, 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 be deemed as in violation of Individual Income Tax Law and Law on the Administration of Tax Collection. We may be subject to fines for such 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, have not obtained design permit, construction enterprise qualification or safety production permit, as required by the relevant PRC laws and regulations. We are in the process of applying for such permits and qualifications. Failure to do so in a timely manner may subject us to fines or we may be required by the relevant authority to take remedial action within a specified period of time or cease our construction projects, 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 resident satisfaction and cause resident attrition. We provide one-stop services to our residents, including cleaning, repair and maintenance, WiFi and 24/7 resident hotline. We also plan to expand our service offerings to include additional value-added services, such as IoT smart home, moving services, financial and insurance services, new retail and other local services. The quality of our services is one important factor that attracts our residents. If we 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 resident attrition. We may be subject to significant costs and reputational harm if our employees, dispatched workers or third-party service providers commit 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 operations and serve our residents. Although we have implemented policies and 30

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents procedures to govern their conducts, there can be no assurance that they will not commit any misconduct or violate any laws or regulations during the course of our operations. For instance, they may make misrepresentations to our residents when renting out our apartment units, cause personal injuries or property losses to our residents when performing cleaning or maintenance services inside their apartment units, or breach our data policy. Any such incident may subject us to disputes or legal proceedings, result in negative publicity and cause reputational harm to us. Any negative publicity, including false rumors, about us, our business, our operations, our management, our business partners or the residential rental market in general, may materially and adversely affect our reputation, business, results of operations and growth prospects. We have from time to time received negative publicity, including negative internet and blog postings and news reportings on traditional media about our company, our business, our management or our services. Certain of such negative publicity may be the result of malicious harassment or unfair competition acts by third parties. We may even be subject to government or regulatory investigation as a result of such third-party conduct and may be required to spend significant time and incur substantial costs to defend ourselves against such third-party conduct, and we may not be able to conclusively refute each of the allegations within a reasonable period of time, or at all. Our brand and reputation may be materially and adversely affected as a result of any negative publicity, which in turn may cause us to lose market share, property owners, residents, corporate clients and third-party business partners. In addition, negative publicity about residential rental market or co-living platforms in general may also materially and adversely harm customer confidence in us. We depend on third parties for different aspects of our business and the services that we offer, including but not limited to strategic partners, 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 their relationship 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, licensed financial institutions which provide rent financing to our residents, and commercial banks and third-party payment companies which process rental payments for us. Pursuing, establishing and maintaining relationships with our business partners requires significant time and resources. If we cannot successfully pursue, establish or maintain relationships with our business partners, our business operations may be adversely affected. In addition, our agreements with our business partners generally do not prohibit them from working with our competitors 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 more resources toward our competitors. Moreover, our business partners may devote more resources to support their own competing businesses, 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 or disputes with them or suspend or terminate our business relationship, which could adversely affect our business operations and brand image. If our relationship with any of our existing business partners is suspended or terminated, we may not be able to find replacement business partners in a timely and cost-effective manner or at all, which could negatively impact our business, financial condition and results of operations. Our business partners may be subject to regulatory penalties or punishments because of their regulatory compliance failures or may be infringing upon other parties' legal rights, which may, directly 31

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents or indirectly, disrupt our business. Although we conduct review of legal formalities and certifications before entering into contractual relationships with third parties, and take measures to reduce the risks that we may be exposed to in case of any non-compliance by third parties, we cannot be certain whether such third party has violated any regulatory requirements or infringed or will infringe any other parties' legal rights. We cannot rule out the possibility of incurring liabilities or suffering losses due to any non-compliance by third parties. We cannot assure you that we will be able to identify irregularities or non-compliance in the business practices of third parties we conduct business with, or that such irregularities or non-compliance will be corrected in a prompt and proper manner. Any legal liabilities and regulatory actions affecting third parties involved in our business may affect our business activities and reputation, and may 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 that our residents' experience with such third-party service providers will always be positive. Any poor performance of third parties involved in 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-effective and efficient manner. Nearly all of our apartments require some level of renovation when we lease them from property owners. We are exposed to risks inherent in apartment renovation and furnishing, including but not limited to, potential cost overruns, increases in labor and materials costs, delays in renovation work, and poor workmanship. Potential supply chain interruptions, such as failure of our OEMs to timely manufacture our self-designed furniture or failure of our suppliers to deliver raw materials, furniture or appliances on time, may also delay our progress and increase our costs. If we fail to complete renovation and furnishing within our schedule or if our timing and cost estimation for renovation and furnishing prove to be materially inaccurate, our business, results of operations, financial condition and growth prospects would be materially and adversely affected. In addition, if we fail to control the quality of renovation and lead to any potential complaints from, or damages to, our residents, we could be exposed to material liability and be held responsible 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 or injuries in our apartments. One or more accidents or injuries such as fire accident, injury or death due to any criminal behavior, slip and fall, or suicide in any of our apartments could subject us to disputes or legal proceedings, adversely affect our reputation, decrease our overall occupancy rate and increase our costs for taking additional measures to further improve the effectiveness of our safety precautions. In addition, if any fire accident occurs in any of our apartments that do not possess fire safety inspection certificate or if any incident occurs in apartments where the actual use and the designated land use are inconsistent, there could be substantial negative publicity, and may even trigger large-scale government actions that impact all of our apartments, which in turn will have a material adverse impact on our business, results of operations and financial condition. 32

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Moreover, 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 lawsuits and liabilities. Our business is susceptible to changes in China's national and regional economic conditions and real estate market, particularly residential rental market. Our business depends substantially on conditions of China's real estate market, particularly the residential rental market. Demand for residential rental properties in China has grown steadily in recent years, primarily driven by favorable trends in residential rental market, including increase in rural-to-urban migration resulting from continued urbanization, high residential property prices in tier 1 and tier 2 cities, changes in the consumption habits of young people who tend to prefer renting over purchasing properties, consumption upgrade leading to demand for better living experience and services, and favorable government policies supporting the growth of residential rental market. However, there is no assurance that such favorable trend could sustain. Any severe or prolonged slowdown in China's economy, any slowdown or discontinuation of urbanization in our target markets, or any changes in government policies that restrain the development of residential rental market may materially and adversely affect our business, financial condition and results of operations. Economic downturn in China at large or in the cities we operate in could also result in a reduction of available apartments we could source from as fewer people may purchase properties for investment purpose or some property owners may have to sell their properties for liquidity. In addition, in the event of recession, our potential residents or existing residents may choose cheaper rental options due to budget constraint, or we may have to reduce our rent to prevent resident attrition, which may result in our rent expense exceeding 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 adverse changes 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 our current 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 may adversely 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 been taking measures to comply with the laws, regulations and policies that are applicable to our business operations, PRC legislature or government authorities may promulgate new laws and regulations in the future that may impose more stringent requirements on us. We cannot assure you that our practice would not be deemed to violate any new PRC laws, regulations or policies, or that we are able to comply with any new PRC laws, regulations or policies without unreasonable efforts or expenses, which could materially and adversely affect 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 the minimum number of days between completion of renovation and renting out our apartments, we might be forced to keep our apartments vacant for a longer period of time, which may adversely affect our results of operations. 33

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents In 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 for seven days or more. Although we believe that such policy does not violate any PRC laws or regulations, new laws or regulations may be enacted 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 cause significant 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 so does not in itself invalidate the leases, lessees may not be able to defend these leases against bona fide third parties and may also be exposed to potential fines if they fail to rectify such non-compliance within the prescribed time frame after receiving notice from the relevant PRC government authorities. Most of our leases, including leases with property owners, residents and corporate clients as well as leases for our offices and warehouses, have not been registered as required, which may expose us to potential fines ranging from RMB1,000 to RMB10,000 for each unregistered lease, at the discretion of the relevant authority. In the event that any fine is imposed on us for our failure to register our leases, we may not be able to recover such losses from the contract counterparties. Some of our rights under 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 with the approved usage of the land unless the land alteration registration procedures are completed. If any land is illegally used beyond the approved usage, the land administrative departments of the PRC government at and above the county level may force the property owner to complete the land alteration registration procedures within a time limit. Certain of our apartments are currently premised on the rural collectively-owned land, not on the land with a construction usage for dwelling house, which is in contravention of the aforesaid 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 property owners of these apartments have not obtained ownership certificates and therefore our legal right to rent out such apartments may be challenged. Any challenge to our legal rights to rent out the apartment units we operate, if successful, could impair the operations of such apartments. We are also subject to the risk of potential disputes with property owners or third parties who claim their rights to or interests in the apartment we operate. Such disputes, whether resolved in our favor or not, may divert management's attention, harm our reputation or otherwise disrupt our business. Our business generates, obtains and processes a large amount of data, which subjects us to governmental regulations and other legal obligations and risks related to privacy, information security, use of data and data protection. Any improper use or disclosure of 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 increased sophistication 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 service providers. The secure processing and maintenance of such information is critical to our operations and business strategy. Our property owners, residents, 34

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents employees 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 adequate security measures to safeguard the information we collect. Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by computer hackers or breached due to employee error, malfeasance or other unauthorized access or disruptions. 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 our proprietary internal and third-party data change frequently and may not be recognized until launched against a target, we may be unable to anticipate these techniques. Security and privacy concerns have become an important legislative and rule making focus in China. Any unauthorized access, disclosure, misuse or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, regulatory penalties, disruption to our operations and the services we provide to customers or 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 ability to 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 and capable personnel generally. Our key management have been crucial to the development of our culture and strategic direction. If we lose the services of any member of key management, we may not be able to locate suitable or qualified replacements, and may incur additional expenses to recruit and train new staff, which could severely disrupt our business and growth. If any of our key management joins a competitor or forms a competing business, we may lose customers, know-how and key professionals and staff members. Our management has entered into employment agreements and confidentiality and non-competition agreements with us. However, if any dispute arises between any of our management member and us, we may have to incur substantial costs and expenses in order to enforce such 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 and challenging business environment and are capable of helping us develop online and offline capabilities. We will need to continue to attract and retain experienced and capable personnel at all levels as we expand our business and operations. Competition for talent in the industries 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, there is no assurance that these individuals will choose to join or continue to work for us. Any failure to attract, retain or motivate key management 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 results may 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 a higher number of apartment units during the graduation season when 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 the Chinese New Year when these migrants return to work. As a result of these factors, our revenues may vary from quarter to quarter and our quarterly results may not be comparable to the corresponding periods of prior years, and you may not 35

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents be able to predict our annual results of operations based on a quarter-to-quarter comparison of our results of operations. The quarterly fluctuations in our revenues and results of operations could result in volatility and cause the price of our ADSs to fall. As our revenues grow, these seasonal fluctuations may become more pronounced. Given our limited operating history and the rapidly evolving markets in 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 enhance our brand recognition, including payroll expenses to our sales team, advertising expenses and expenses for organizing marketing campaigns. We incurred RMB81.0 million, RMB471.0 million (US$65.9 million) and RMB793.7 million (US$111.0 million) in sales and 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 our sales and marketing activities cost-effectively, and our sales and marketing activities may not be well received and may not result in the levels 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 existing sales and marketing approaches or to introduce new sales and marketing approaches in a cost-effective manner could negatively affect our revenues and profitability. Our failure to protect our intellectual property rights or prevent unauthorized use of our intellectual property could materially and adversely 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 to establish and protect our intellectual property rights. We cannot assure you that the steps we have taken or will take in the future to protect our intellectual property will prove to be sufficient. For example, although we require our employees to enter into confidentiality agreements in order to protect our proprietary information, these agreements might not effectively prevent disclosure of our trade secrets, know-how or other proprietary information and might not provide an adequate remedy in the event of unauthorized disclosure of such confidential information. In addition, others may independently discover trade secrets and proprietary information, and in such cases we could not assert any trade secret rights against such parties. Implementation of intellectual property-related laws in China has historically been lacking, primarily due to ambiguity in the PRC laws and enforcement difficulties. Accordingly, intellectual property rights and confidentiality protection in China may not be as effective as in the United States or other countries. Current or potential competitors may use our intellectual property without our authorization in the development of products and services that are substantially equivalent or superior to ours, which could reduce demand for our solutions and services, adversely affect our revenues and harm our competitive position. Even if we were to discover evidence of infringement or misappropriation, our recourse against such competitors may be limited or could require us to pursue litigation, which could involve substantial costs and diversion of management's attention from the operation of our business. We may be subject to intellectual property infringement or misappropriation claims, which could be time-consuming and costly to defend 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 infringe patents, copyrights or other intellectual property rights held by third parties. From time to time, we may be subject to legal proceedings and claims alleging 36

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents infringement of patents, trademarks or copyrights, or misappropriation of creative ideas or formats, or other infringement of proprietary intellectual 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 to resolve 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 our business, 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 not offer as extensive an array of insurance products as are offered by insurance companies in more developed economies. As such, we may not be able insure certain risks related to our assets or business even if we desire to. Although we maintain property insurance covering apartment units we operate, we do not maintain property insurance covering our equipment and other property that are essential to our business operation, business interruption insurance, key-man life insurance or litigation insurance. In addition, although we maintain personal injury insurance that covers personal injuries of our renters caused by certain types of accidents in a majority of our apartments, such insurance may not be sufficient to cover all types of accidents that may occur or cover all possible losses. Any uninsured occurrence of business disruption, litigation, accidents or natural disaster, or significant damages to our uninsured equipment or facilities could have a material and adverse effect on our results of operations. Our current insurance coverage may not be sufficient to prevent us from any loss and there is no certainty that we will be able to successfully claim our losses under our current insurance policy on a timely basis, or at all. If we incur any loss that is not covered by our insurance policies, or the compensated amount is significantly less than our actual loss, our business, financial condition and results of operations could be materially and adversely affected. 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 administrative control and regulatory supervision of the Ministry of Industry and Information Technology, or the MIIT. Our IT infrastructure is currently 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, failures or other problems with China's internet infrastructure or the fixed telecommunications networks provided by telecommunication service providers. With the expansion of our business, we may be required to upgrade our technology and infrastructure to keep up with the increasing number and variety of transactions on our platform. There can be no assurance that our internet infrastructure and the fixed telecommunications 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 could have 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 hence penalties as well, that may arise in the ordinary course of business. In addition, agreements entered into by us sometimes include indemnification provisions which may subject us to costs and damages in the event of a claim against an indemnified third party. We may be subject to various intellectual property infringement or misappropriation claims, see "We may be subject to intellectual property infringement or misappropriation claims, which could be time-consuming and costly to defend and, if determined adversely against us, could materially impact our business" 37

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Regardless 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 and distracting to management. In recognition of these considerations, we may enter into agreements or other arrangements to settle litigation and resolve such disputes. No assurance can be given that such agreements can be obtained on acceptable terms or that litigation 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 administrative proceedings and claims we face are subject to inherent uncertainties. If one or more legal or administrative matters were resolved against us or an indemnified third party for amounts in excess of our management's expectations or certain injunctions are granted to prevent us from using certain technologies in our solutions, our business and financial conditions could be materially and adversely affected. Further, such an outcome could result in significant compensatory, punitive monetary damages, disgorgement of revenue or profits, remedial corporate measures, injunctive relief or specific performance against us that could materially and adversely affect our financial condition and operating results. If we fail to remediate our material weakness and implement and maintain an effective system of internal controls over financial reporting, 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 address our internal control over financial reporting. In connection with the audits of our consolidated financial statements included in this prospectus, we and our independent registered public accounting firm identified one material weakness in our internal control over financial reporting. As defined in the standards established by the U.S. Public Company Accounting Oversight Board, a "material weakness" is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility 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 knowledge for accounting of complex transactions, presentation and disclosure of financial statements in accordance with U.S. GAAP and SEC reporting requirements. The material weakness, if not remediated timely, may lead to material misstatements in our consolidated financial statements in the future. Neither we nor our independent registered public accounting firm undertook a comprehensive assessment of our internal control for purposes of identifying and reporting material weaknesses and other control deficiencies in our internal control over financial reporting. Had we performed a formal assessment of our internal control over financial reporting or had our independent registered public accounting firm performed an audit of our internal control over financial reporting, additional deficiencies may have been identified. Following the identification of the material weakness and other significant control deficiencies, we have taken measures and plan to continue to take measures to remediate these deficiencies. See "Management's Discussion and Analysis of Financial Condition and Results of OperationsInternal Control Over Financial Reporting." However, the implementation of these measures may not fully address these deficiencies in our internal control over financial reporting. Our failure to correct these deficiencies or our failure to discover and address any other deficiencies could result in inaccuracies in our financial statements and impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. Moreover, ineffective internal control over financial reporting could significantly hinder our ability to prevent fraud. 38

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Upon 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 financial reporting. Commencing with our fiscal year ending December 31, 2020, we must perform system and process evaluation and testing of our internal controls over financial reporting to allow management to report on the effectiveness of our internal controls over financial reporting 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 be an "emerging growth company" as the term is defined in the JOBS Act, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. Our management may conclude that our internal control over financial reporting is not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. This will require that we incur substantial additional professional 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 our internal controls and procedures, and we were never required to test our internal controls within a specified period, and, as a result, we may experience difficulty in meeting these reporting requirements in a timely manner. Our management has not completed an assessment of the effectiveness of our internal control over financial reporting and our independent registered public accounting firm has 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 matter how 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 misstatements due 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 are unable to maintain proper and effective internal controls, we may not be able to produce timely and accurate financial statements. If that were to happen, the market price of the ADSs could decline and we could be subject to sanctions or investigations by the NYSE, the SEC 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 by municipal and provincial governments, including pension insurance, unemployment insurance, childbirth insurance, work-related injury insurance, medical insurance and housing provident funds. Such schemes have not been implemented consistently by the local governments in China given the different levels of economic development in different locations, but generally require us to make contributions to employee social security plans at specified percentages of the salaries, bonuses and certain allowances of our employees, up to a maximum amount specified by the local government from time to time. In the past, we did not make full contributions to social insurance and housing provident funds for some of our employees. Our failure to make full contributions to social insurance and to comply with applicable PRC labor-related laws regarding housing funds may subject us to late payment penalties and other fines or labor disputes, and we could be required to make up the contributions for these plans, which may adversely affect our financial condition and results of operations. 39

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents According 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 consolidated affiliated entities have not opened social insurance registration accounts or housing provident fund accounts, and engage third-party human resources agencies to pay social insurance and housing provident funds for some of their employees. We may be subject to penalties imposed by the local social insurance authorities and the local housing provident fund management centers for failing to discharge 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," is mainly regulated by the Interim Provisions on Labor Dispatching, which was promulgated by the Ministry of Human Resources and Social Security in January 2014. It provides that an employer may use dispatched workers only for temporary, auxiliary or substitute positions, and shall strictly control the number of workers under labor dispatching arrangements. The number of dispatched workers used by an employer shall not exceed 10% of the total number of its employees. As of the date of this prospectus, the number of our dispatched workers as a percentage of our total number of employees exceeds such threshold. If the governmental authorities find us to be in violation of the relevant employment regulations, we may be subject to penalties and be required to reduce the number of dispatched workers. As a result, we may incur significant costs to find replacement for dispatched workers and experience disruptions in our operations. Furthermore, there can be no assurance that we will be able to find suitable employees to replace the dispatched workers. If we fail to comply within the time period specified by the labor authority, we may be subject to a penalty ranging from RMB5,000 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 that may 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 telecommunications failures. Such events may cause physical damage to our apartments, injure our residents and result in negative publicity about us, which may in turn cause a decrease in demand for our apartments in these areas. Additionally, the accidental death or injury of our residents due to fire, natural disasters or other hazards could have a material and adverse effect on our business and results of operations. Our insurance coverage may not cover all losses associated with such events, which could have an adverse effect on our financial condition and results of operations. Furthermore, such events may give rise to server interruptions, breakdowns, system failures or internet failures, which could cause the loss or corruption of data or malfunctions of software or hardware as well as adversely affect our ability to provide our services. We may experience break-ins, war, riots, terrorist attacks or similar events. Actual or threatened such events and other acts of violence or war could have a material and adverse effect on our business and operating results. Attacks that directly impact one or more of the properties under our management could significantly affect our ability to operate those properties and thereby impair our ability to achieve our expected results. In addition, the adverse effects that such violent acts and threats of future attacks could have on the Chinese 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 Acute Respiratory Syndrome, or SARS, or other epidemics. Our business operations could be disrupted if any of our employees is suspected of having Ebola virus disease, H1N1 flu, H7N9 flu, avian flu, SARS or another contagious disease or condition, since it could require 40

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents our employees to be quarantined and/or our offices to be disinfected. In addition, our results of operations could be adversely affected to the 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 or any other documentation proving their right to lease those properties to us. If any of our lessors are not the owners of the properties and they have not obtained consents from the owners or their lessors or permits from the relevant governmental authorities to lease such properties to us, our lease arrangements with such lessors could be invalid. If any of our leases are invalid, we may have to vacate the properties and seek alternative office and warehouse locations, or we may have to renegotiate the leases with the owners or other parties who have the right to lease the properties, and the terms of the new leases may be less favorable to us. This may cause interruptions to our business operations or financial losses. Although we may seek damages from such lessors, such damages may not fully cover the actual 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 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. However, as we, our residents or corporate clients may terminate the lease by paying an early termination fee, we cannot assure you that all of our existing leases will be performed to the end of their terms. Any early termination or renegotiation 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 a significant 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 274,226,921 of our ordinary shares. As of the date of this prospectus, we have outstanding options with respect to 178,022,914 ordinary shares that have been granted to our employees and directors under the 2017 stock inventive plan. We are required to account for share options granted to our employees, directors and consultants in accordance with Codification of Accounting Standards, or ASC 718, "CompensationStock Compensation." We are required to classify share options granted to our employees, directors as equity awards and recognize share-based compensation expense based on the fair value of such share options, with the share-based compensation expense recognized over the period in which the recipient is required to provide service in exchange for the equity award. Because the exercisability of the share options granted by us is conditional upon completion of this offering, we have not recognized share-based compensation 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-based compensation expense, and we expect the recognition of such share-based compensation expenses to have a significant impact on our results of operations in the fiscal quarter in which this offering is completed. As of September 30, 2019, the total unrecognized compensation 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, we will incur additional share-based compensation 41

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents expense and our results of operations will be further adversely affected. For further information on our equity incentive plans and information on our recognition of related expenses, please see "Management's Discussion and Analysis of Financial Condition and Results of OperationsCritical Accounting Policies, Judgments and EstimatesShare-Based Compensation" and "ManagementEquity Incentive Plans." In addition, we granted in aggregate 281,290,000 restricted shares to the two entities controlled by our co-founders respectively pursuant to a restricted share agreement. We recognized share-based compensation expenses in relation to the restricted shares in an amount of RMB8.6 million, RMB5.8million (US$812.6 thousand) and RMB4.5 million (US$631.1 thousand) for the years ended December 31, 2017, 2018 and the nine months ended September 30, 2019, respectively. Risks Relating to Our Corporate Structure We rely on contractual arrangements with our consolidated VIEs and their respective shareholders to operate our business, which may not be as effective as direct ownership in providing operational control and otherwise have a material adverse effect as to our business, results of operations and financial condition. We rely on contractual arrangements with our consolidated VIEs and their shareholders to operate our business. For a description of these contractual arrangements, see "Our History and Corporate StructureContractual Arrangements with Consolidated VIEs and Their Shareholders." These contractual arrangements may not be as effective as direct ownership in providing us with control over our consolidated VIEs. If our consolidated VIEs or their shareholders fail to perform their respective obligations under these contractual arrangements, we only have indirect recourse to the assets held by our consolidated VIEs and we may have to incur substantial costs and expend significant resources to enforce such arrangements in reliance on legal remedies under PRC law. These remedies may not always be effective, particularly in light of uncertainties in the PRC legal system. Furthermore, in connection with litigation, arbitration or other judicial 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 the equity 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 the PRC. Accordingly, these contracts would be interpreted in accordance with PRC laws and any disputes would be resolved in accordance with 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 to enforce these contractual arrangements, or if we suffer significant time delays or other obstacles in the process of enforcing these contractual arrangements, it would be very difficult to exert effective control over our consolidated VIEs, and our ability to conduct our business and our results of operations and financial condition may be materially and adversely affected. See "Risks Relating to Doing Business in ChinaThere 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 contractual arrangements 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 contractual arrangements with our consolidated VIEs and their shareholders. For a description of these contractual arrangements, see "Our History and Corporate StructureContractual Arrangements with Consolidated VIEs and Their Shareholders." If our consolidated VIEs 42

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents or their shareholders fail to perform their respective obligations under these contractual arrangements, we may incur substantial costs and expend additional resources to enforce such arrangements. We may also have to rely on legal remedies under PRC laws, including seeking 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 us or our designee when we exercise the call option pursuant to these contractual arrangements, or if they were otherwise to act in bad faith toward 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 disputes through arbitration in China. Accordingly, these contracts would be interpreted in accordance with PRC laws and any disputes would be resolved in accordance with PRC legal procedures. The legal system in the PRC is not as developed as in some 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. See "Risks Related to Doing Business in ChinaThere are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations." Meanwhile, there are very few precedents and little formal guidance as to how contractual arrangements in the context of a VIE should be interpreted or enforced under PRC laws. There remain significant uncertainties regarding the ultimate outcome of such arbitration should legal action become necessary. In addition, under PRC laws, rulings by arbitrators are final and parties cannot appeal arbitration results in court unless such rulings are revoked or determined unenforceable by a competent court. If the losing parties fail to carry out the arbitration awards within a prescribed time limit, the prevailing parties may only enforce the arbitration awards in PRC courts through arbitration award recognition proceedings, which would require additional expenses and delay. In the event that we are unable to enforce these contractual arrangements, or if we suffer significant delay or other obstacles in the process of enforcing these contractual arrangements, we may not be able to exert effective control over our consolidated VIEs and relevant rights and licenses held by 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 adversely affect 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 of our company as a whole, as what is in the best interests of our consolidated VIEs, including matters such as whether to distribute dividends or to make other distributions to fund our offshore requirement, may not be in the best interests of our company. There can be no assurance that when conflicts of interest arise, any or all of these individuals will act in the best interests of our company or those conflicts of interest will be resolved in our favor. In addition, these individuals may breach or cause our consolidated VIEs and their subsidiaries 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 may encounter, on one hand, and as a beneficial owner of our company, on the other hand. We, however, could, at all times, exercise our call options under the exclusive call option agreements to cause them to transfer all of their equity interest in our consolidated VIEs to us or a person or persons designated by us as permitted by the then applicable PRC laws. In addition, if such conflicts of interest arise, we could also, in the capacity of attorney-in-fact of the then existing shareholders of our consolidated VIEs as provided under the power of attorney agreements, directly appoint new directors of our consolidated VIEs. We rely on the shareholders of our consolidated VIEs to comply with PRC laws and regulations, which protect contracts and provide that directors and executive officers owe a duty of loyalty to our company and require them to avoid conflicts of interest and not to take advantage of their positions for personal gains, and the laws of the Cayman Islands, 43

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents which 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 a conflict with another corporate governance regime. If we cannot resolve any conflicts of interest or disputes between us and the shareholders of our consolidated VIEs, we would have to rely on legal proceedings, which could result in disruption of our business and subject 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 PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations 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 other government regulations. These laws and regulations also include limitations on foreign ownership of PRC companies that engage in telecommunications-related businesses. Specifically, foreign investors are not allowed to own more than a 50% equity interest in any PRC company engaging in value-added telecommunications businesses. The primary foreign investor must also have experience and a good 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 PRC laws and regulations, and our wholly foreign-owned enterprise in the PRC is a foreign-invested enterprise, or FIE. Accordingly, none of these subsidiaries are eligible to operate VATS business in China. We conduct our VATS business in the PRC through one of our consolidated VIEs. Xiaofangjian, one of our PRC subsidiaries has entered into a series of contractual arrangements with our consolidated VIEs and their shareholders, which enable us to (i) exercise effective control over the consolidated VIEs, (ii) receive substantially all of the economic benefits of the consolidated VIEs and (iii) have an exclusive option to purchase all or part of the equity interest in the consolidated VIEs when and to the extent permitted by PRC law. As a result of these contractual arrangements, we have control over and are the primary beneficiary of the consolidated VIEs and hence consolidate their financial results as our consolidated VIEs under U.S. GAAP. For a description of these contractual arrangements, see "Our History and Corporate StructureContractual Arrangements with Consolidated VIEs and Their Shareholders." If our corporate structure and contractual arrangements are deemed by the MIIT or the MOFCOM or other regulators having competent authority to be illegal, either in whole or in part, we may lose control of our consolidated VIEs and have to modify such structure to comply with regulatory requirements. However, there can be no assurance that we can achieve this without material disruption to our VATS business. Further, if our corporate structure and contractual arrangements are found to be in violation of any existing or future PRC laws or regulations, the relevant regulatory authorities would have broad discretion in dealing with such violations, 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;

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 with respect to existing contractual arrangements, we may face substantial uncertainties as to whether we can complete such actions in a timely manner, or at all. Failure to take timely and appropriate measures to cope with any of these or similar regulatory compliance challenges 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 the ability to exert significant influence over important corporate matters that require approval of shareholders, which may deprive you of 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 ordinary shares and Class B ordinary shares. Each Class A ordinary share is entitled to one vote and each Class B ordinary share is entitled to twenty (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 of our total issued and outstanding shares, assuming the underwriters do not exercise their option to purchase additional ADSs. As a result of 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 corporate actions. This concentration of ownership and the protective provisions in our post-offering amended and restated memorandum and articles of association, which will become effective upon the completion of this offering, may discourage, delay or prevent a change in control of our company, which could have the dual effect of depriving our shareholders of an opportunity to receive a premium for their shares 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 B ordinary 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 the PRC, the Sino-Foreign Cooperative Joint Venture Enterprise Law of the PRC and the Sino-Foreign Equity Joint Venture Enterprise Law of the PRC, together with their implementation rules and ancillary regulations. Since it is relatively new, uncertainties exist in relation to its interpretation and implementation. The Foreign Investment Law does not explicitly classify whether variable interest entities that are controlled through contractual arrangements would be deemed as foreign invested enterprises if they are ultimately "controlled" by foreign investors. However, it has a catch-all provision under definition of "foreign investment" that includes investments made by foreign investors in the PRC through other means as provided by laws, administrative regulations or the State Council. Therefore it still leaves leeway for future laws, administrative regulations or provisions of the State Council to provide for contractual arrangements as a form of foreign investment. Therefore, there can be no assurance that our control over our consolidated VIEs through contractual arrangements will not be deemed as foreign investment in the future. 45

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents The 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 be published. It is unclear whether the "negative list" to be published will differ from the current Special Administrative Measures for Market Access of Foreign Investment (Negative List). If our control over our consolidated VIEs through contractual arrangements are deemed as foreign investment in the future, and any business of our consolidated VIEs is "restricted" or "prohibited" from foreign investment under the "negative list" effective at the time, we may be deemed to be in violation of the Foreign Investment Law, the contractual arrangements that allow us to have control over our consolidated VIEs may be deemed as invalid and illegal, and we may be required to unwind such contractual arrangements and/or restructure our business operations, any of which may have a material adverse effect on our business operation. Furthermore, if future laws, administrative regulations or provisions mandate further actions to be taken by companies with respect to existing contractual arrangements, we may face substantial uncertainties as to whether we can complete such actions in a timely manner, or at all. Failure to take timely and appropriate measures to cope with any of these or similar regulatory compliance challenges could 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 may determine that our consolidated VIEs owes additional taxes, which could negatively affect our results of operations and financial condition and the value of your investment. Under applicable PRC laws and regulations, arrangements and transactions among related parties may be subject to audit or challenge by the PRC tax authorities. The PRC enterprise income tax law requires every enterprise in China to submit its annual enterprise income tax return together with a report on transactions with its related parties to the relevant tax authorities. The tax authorities may impose reasonable adjustments on taxation if they have identified any related party transactions that are inconsistent with arm's length principles. We may face material and adverse tax consequences if the PRC tax authorities determine that the contractual arrangements among our wholly-owned PRC subsidiary, our consolidated VIEs and their shareholders were not entered into on an arm's length basis in such a way as to result in an impermissible reduction in taxes under applicable PRC laws, regulations and rules, 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 subsidiary requests the shareholders of our consolidated VIEs to transfer their equity interests in our consolidated VIEs at nominal value pursuant to 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 VIEs for adjusted but unpaid taxes according to applicable regulations. Our financial position could be materially and adversely affected if the tax 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 the entity 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 not and their shareholders may not cause it to, in any manner, sell, transfer, mortgage or dispose of its assets or its legal or beneficial interests in the business without our prior consent. However, in the event that the shareholders of our consolidated VIEs breach these contractual arrangements and voluntarily liquidate our consolidated VIEs, or our 46

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents consolidated VIEs declares bankruptcy and all or part of its assets become subject to liens or rights of third-party creditors, or are otherwise disposed of without our consent, we may be unable to continue some or all of our business activities, which could materially and adversely affect our business, results of operations and financial condition. If our consolidated VIEs undergoes a voluntary or involuntary liquidation proceeding, independent third-party creditors may claim rights to some or all of these assets, thereby hindering our ability to operate our business, which could materially and adversely affect our business, results of operations and financial condition. Risks Relating to Doing Business in China Changes in the political and economic policies of the PRC government may materially and adversely affect our business, results of operations 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 the PRC. The PRC economy differs from the economies of most developed countries in many respects, including the extent of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. Although the PRC government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets, and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in China is still owned by the government. In addition, the PRC government continues to play a significant role in regulating industry development by imposing industrial policies. The PRC government also exercises significant control over China's economic growth by allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policy, regulating financial 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 and among various sectors of the economy, and the rate of growth has been slowing since 2012. Any adverse changes in economic conditions in China, in the policies of the PRC government or in the laws and regulations in China could have a material and adverse effect on the overall economic growth of China. Such developments could adversely affect our business and operating results, lead to reduction in demand for our services and adversely affect our competitive position. The PRC government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall PRC economy, but may also have a negative effect on us. Our business, results of operations and financial condition could be materially and adversely affected by government control over capital investments or changes in tax regulations that are applicable to us. In addition, the PRC government has implemented in the past certain measures to control the pace of economic growth. These measures may cause decreased economic activity, which in turn could lead to a reduction in demand for our services and consequently have a material adverse 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 and consolidated VIEs are subject to laws, rules and regulations applicable to foreign investment in China. The PRC legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions may be cited for reference but have limited precedential value. 47

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents In 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 to various forms of foreign investment in China. However, China has not developed a fully integrated legal system, and recently enacted laws, rules and regulations may not sufficiently cover all aspects of economic activities in China or may be subject to significant degrees of interpretation by PRC regulatory agencies. In particular, because these laws, rules and regulations are relatively new, and because of the limited number of published decisions and the nonbinding nature of such decisions, and because the laws, rules and regulations often give the relevant regulator significant discretion in how to enforce them, the interpretation and enforcement of these laws, rules and regulations involve uncertainties and can be inconsistent and unpredictable. In addition, the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely basis or at all, and which may have a retroactive effect. 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 and management attention. Since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual terms, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy than in more developed legal systems. These uncertainties may impede our ability to enforce the contracts we have 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 under a PRC regulation. The regulation also establishes more complex procedures for acquisitions conducted by foreign investors that could 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 and Administration Commission, or the SASAC, the State Administration of Taxation, the SAIC, the CSRC, and the State Administration of Foreign Exchange, or the SAFE, jointly adopted the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, which came into effect on September 8, 2006 and were amended on June 22, 2009. The M&A Rules include, among other things, provisions that purport to require that an offshore special purpose vehicle that is controlled by PRC domestic companies or individuals and that has been formed for the purpose of an overseas listing of securities through acquisitions of PRC domestic companies or assets to obtain the approval of the CSRC prior to the listing and trading of such special purpose vehicle's securities on an overseas stock exchange. On September 21, 2006, the CSRC published on its official website procedures regarding its approval of overseas listings by special purpose vehicles. However, substantial uncertainty remains regarding the scope and applicability 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 were incorporated as foreign-invested enterprises by means of foreign direct investments rather than by merger with or acquisition of any PRC domestic companies as defined under the M&A Rules and (ii) there is no statutory provision that clearly classifies the contractual arrangement among our Xiaofangjian (Shanghai) Information Technology Co., Ltd., or Xiaofangjian and our consolidated VIEs and their 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 body subsequently determines that we need to obtain the CSRC's approval for this 48

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents offering or if the CSRC or any other PRC government authorities promulgates any interpretation or implements rules before our listing that would require us to obtain CSRC or other governmental approvals for this offering, we may face adverse actions or sanctions by the CSRC or other PRC regulatory agencies. In any such event, these regulatory agencies may impose fines and penalties on our operations in China, limit our operating privileges in China, delay or restrict the repatriation of the proceeds from this offering into the PRC or take other actions that could have a material adverse effect on our business, results of operations, financial condition as well as our ability to complete this offering. The CSRC or other PRC regulatory agencies may also take actions requiring us, or making it advisable for us, to halt this offering before settlement and delivery of the ADSs offered by this prospectus. Consequently, if you engage in market trading or other activities in anticipation of and prior to settlement and delivery, you do so at the risk that such settlement and delivery may not occur. In addition, if the CSRC or other regulatory agencies later promulgate new rules or explanations requiring us to obtain their approvals for this offering, we may be unable to obtain waivers of such approval requirements. Any uncertainties and/or negative publicity 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 acquisition activities in China by foreign investors more time-consuming and complex. For example, the M&A rules require that the MOFCOM be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise if (i) any important 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-honored brand. The approval from the MOFCOM shall be obtained in circumstances where overseas companies established or controlled by PRC enterprises or residents acquire affiliated domestic companies. Mergers, acquisitions or contractual arrangements that allow one market player to take control of or to exert decisive impact on another market player must also be notified in advance to the MOFCOM when the threshold under the Provisions on Thresholds for Prior Notification of Concentrations of Undertakings, or the Prior Notification Rules, issued by the State Council in August 2008 is triggered. In addition, the security review rules issued by the MOFCOM that became effective in September 2011 specify that mergers and acquisitions by foreign investors that raise "national defense and security" concerns and mergers and acquisitions through which foreign investors may acquire de facto control over domestic enterprises that raise "national security" concerns are subject to strict review by the MOFCOM, and the rules prohibit any activities attempting to bypass a security review, including by structuring the transaction through a proxy or contractual control arrangement. We may grow our business in part by acquiring other companies operating in our industry. Complying with the requirements 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 to expand our business or maintain our market share. See "RegulationsM&A Rules and Overseas Listings." PRC regulations relating to investments in offshore companies by PRC residents may subject our PRC-resident beneficial owners or our PRC subsidiaries to liability or penalties, limit our ability to inject capital into our PRC subsidiaries or limit our PRC subsidiaries' ability to increase their registered capital or distribute profits. The SAFE promulgated the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents' Offshore Investment and Financing and Roundtrip Investment through Special Purpose Vehicles, or SAFE Circular 37, on July 4, 2014, which replaced the former circular commonly known as "SAFE Circular 75" promulgated by the SAFE on October 21, 2005. SAFE Circular 37 requires PRC residents to register with local branches of the SAFE in connection with their direct establishment or indirect control of an offshore entity, for the purpose of overseas investment and 49

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents financing, 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 which a PRC resident obtains the right to carry out business operation of, to gain proceeds from or to make decisions on a special purpose vehicle by means of, among others, shareholding entrustment arrangement. SAFE Circular 37 further requires amendment to the registration in the event of any significant changes with respect to the special purpose vehicle, such as increase or decrease of capital contributed by PRC individuals, share transfer or exchange, merger, division or other material event. According to the Notice on Further Simplifying and Improving Policies for the Foreign Exchange Administration of Direct Investment released on February 13, 2015 by the SAFE, local banks will examine and handle foreign exchange registration for overseas direct investment, including the initial foreign 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 MOC branches, our PRC subsidiaries may be prohibited from distributing their profits and proceeds from any reduction in capital, share transfer 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 be warned or prosecuted for criminal liability if a crime is constituted. Moreover, failure to comply with the SAFE registration described above 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 and who 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 have control over our beneficial owners and there can be no assurance that all of our PRC-resident or PRC-entities beneficial owners will comply 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 who are 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 procedures set 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 PRC subsidiaries and limit our PRC subsidiaries' ability to distribute dividends to our company. These risks may have a material adverse effect 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 or us 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 companies due to their position as director, senior management or employees of the PRC subsidiaries of the overseas companies may submit applications to SAFE or its local branches for the foreign exchange registration with respect to offshore special purpose companies. Our directors, executive officers and other employees who are PRC residents and who have been granted options may follow SAFE Circular 37 to apply for the foreign exchange registration before our company becomes an overseas listed company. After our company becomes an overseas listed company upon completion of this offering, we and our directors, executive officers and other employees who are PRC residents and who have been granted options will be subject to the Notice on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas 50

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Publicly Listed Company, issued by SAFE in February 2012, according to which, employees, directors, supervisors and other management members participating in any stock incentive plan of an overseas publicly listed company who are PRC residents are required 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 public offering. However, there can be no assurance that they can successfully register with SAFE in full compliance with the rules. Failure to complete the SAFE registrations may subject them to fines and legal sanctions and may also limit the ability to make payment under our share 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 face regulatory uncertainties that could restrict our ability to adopt additional share incentive plan for our directors and employees under PRC law. The State Administration of Taxation has issued certain circulars concerning employee share options and restricted shares. Under these circulars, our employees working in China who exercise share options or are granted restricted shares will be subject to PRC individual income tax. Our PRC subsidiaries have obligations to file documents related to employee share options or restricted shares with relevant tax authorities and to withhold individual income taxes of those employees who exercise their share options. If our employees fail to pay or we fail to withhold their income taxes according to relevant laws and regulations, we may face sanctions imposed 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 fund offshore cash and financing requirements. Any limitation on the ability of our PRC operating subsidiaries to make payments to us could 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 PRC subsidiaries and on remittances from the consolidated VIEs, for our offshore cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders, fund inter-company loans, service any debt we may incur outside of China and pay our expenses. When our PRC subsidiaries or the consolidated VIEs incur additional debt, the instruments governing 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 their retained 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 set aside at least 10% of its net income each year to fund certain statutory reserves until the cumulative amount of such reserves reaches 50% of its registered capital. These reserves, together with the registered capital, are not distributable as cash dividends. As a result of these laws, rules and regulations, our subsidiaries and consolidated VIEs incorporated in China are restricted in their ability to transfer a portion of their respective net assets to their shareholders as dividends, loans or advances. In addition, registered share capital and capital 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 of our PRC subsidiaries to pay dividends to us could limit our ability to access cash generated by the operations of those entities, including to make investments or acquisitions that could be beneficial to our businesses, pay dividends to our shareholders or otherwise fund and conduct our business. 51

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents We may be treated as a resident enterprise for PRC tax purposes under the PRC Enterprise Income Tax Law, and we may therefore be 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 jurisdictions outside of China with "de facto management bodies" located in China may be considered PRC tax resident enterprises for tax purposes and may be subject to the PRC enterprise income tax at the rate of 25% on their global income. "De facto management body" refers to a managing body that exercises substantive and overall management and control over the production and business, personnel, accounting books 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, or Circular 82, on April 22, 2009. Circular 82 provides certain specific criteria for determining whether the "de facto management body" of a Chinese-controlled offshore-incorporated enterprise is located in China. Although Circular 82 only applies to offshore enterprises controlled by PRC enterprises, not those controlled by foreign enterprises or individuals, the determining criteria set forth in Circular 82 may reflect the State Administration of Taxation's general position on how the "de facto management body" test should be applied in determining the tax resident status of offshore enterprises, regardless of whether they are controlled by PRC enterprises. If we were to be considered a PRC resident enterprise, we would be subject to PRC enterprise income tax at the rate of 25% on our global income. In such case, our profitability and cash flow may be materially reduced as a result of our global income being taxed under the Enterprise Income Tax Law. We believe that none of our entities outside of China is a PRC resident enterprise for PRC tax purposes. However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation 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 may become subject to PRC tax. Under the Enterprise Income Tax Law and its implementation regulations issued by the State Council, a 10% PRC withholding tax is applicable to dividends payable to investors that are non-resident enterprises, which do not have an establishment or place of business in the PRC or which have such establishment or place of business but the dividends are not effectively connected with such establishment or place of business, to the extent such dividends are derived from sources within the PRC. Similarly, any gain realized on the 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 or exemption set forth in applicable tax treaties or under applicable tax arrangements between jurisdictions, if such gain is regarded as income derived from sources within the PRC. If we are deemed a PRC resident enterprise, dividends paid on our ordinary shares or ADSs, and any gain realized from the transfer of our ordinary shares or ADSs, would be treated as income derived from sources within the PRC and would as a result be subject to PRC taxation. Furthermore, if we are deemed a PRC resident enterprise, dividends payable to individual investors who are non-PRC residents and 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%, subject to any reduction or exemption set forth in applicable tax treaties or under applicable tax arrangements between jurisdictions. If we or any of our subsidiaries established outside China are considered a PRC resident enterprise, it is unclear whether holders of our ADSs or ordinary shares would be able to claim the benefit of income tax treaties or agreements entered into between China and other countries or areas. If dividends payable to our non-PRC investors, or gains from the transfer of our ADSs or ordinary shares by such investors, are deemed as income derived from sources within the PRC and thus are subject to PRC tax, the value of your investment in our ADSs or ordinary shares may decline significantly. 52

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents We and our shareholders face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises or other assets 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 Indirect Transfers of Assets by Non-PRC Resident Enterprises, or Bulletin 7, which partially replaced and supplemented previous rules under the Notice on Strengthening Administration of Enterprise Income Tax for Share Transfers by Non-PRC Resident Enterprises, or SAT Circular 698, issued by the State Administration of Taxation, on December 10, 2009. Pursuant to this Bulletin 7, an "indirect transfer" of assets, including equity interests in a PRC resident enterprise, by non-PRC resident enterprises may be re-characterized and treated as a direct transfer of PRC taxable assets, if such arrangement does not have a reasonable commercial purpose and was established for the purpose of avoiding payment of PRC enterprise income tax. As a result, gains derived from such indirect transfer may be subject to PRC 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 transfer by a direct holder, being a non-PRC resident enterprise, would be subject to PRC enterprise income taxes. When determining whether there is a "reasonable commercial purpose" of the transaction arrangement, features to be taken into consideration include: whether the main value of the equity interest of the relevant offshore enterprise derives from PRC taxable assets; whether the assets of the relevant offshore enterprise mainly consists of direct or indirect investment in China or if its income mainly derives from China; whether the offshore enterprise and its subsidiaries directly or indirectly holding PRC taxable assets have real commercial nature which is evidenced by their actual function and risk exposure; the duration of existence of the business model and organizational structure; the replicability of the transaction by direct transfer of PRC taxable assets; and the tax situation of such indirect transfer and applicable tax treaties or similar arrangements. In respect of an indirect offshore transfer of assets of a PRC establishment, the resulting gain is to be included with the enterprise income tax filing of the PRC establishment or place of business being transferred, and would consequently be subject to PRC enterprise income tax at a rate of 25%. Where the underlying transfer relates to the immovable properties located in China or to equity investments in a PRC resident enterprise, which is not related to a PRC establishment or place of business of a non-resident enterprise, a PRC enterprise income tax of 10% would apply, subject to available preferential tax treatment under applicable tax treaties or similar arrangements, and the party who is obligated to make the transfer payments has the withholding obligation. Where the payor fails to withhold any or sufficient tax, the transferor is required to declare and pay such tax to the tax authority by itself within the statutory time limit. Late payment of applicable tax will subject the transferor to default interest. Bulletin 7 does not apply to income derived by a non-resident enterprise from indirect transfer of taxable assets in PRC through buying and selling the equity securities of the same listed overseas enterprise on the open market. On October 17, 2017, the State Administration of Taxation promulgated the Announcement of the State Administration of Taxation on Issues Concerning the Withholding of Non-resident Enterprise Income Tax at Source ("SAT Circular 37"), which became effective on December 1, 2017, and SAT Circular 698 then was repealed with effect from December 1, 2017. SAT Circular 37, among other things, simplified procedures of withholding and payment of income tax levied on non-resident enterprises. We face uncertainties as to the reporting and other implications of certain past and future transactions where PRC taxable assets are involved, such as offshore restructuring, sale of the shares in our offshore subsidiaries or investments. Our company may be subject to filing obligations or taxed if our company is transferor in such transactions, and may be subject to withholding obligations if our company is transferee in such transactions under Bulletin 7 and SAT Circular 37. For transfer of shares in our company by investors that are non-PRC resident enterprises, our PRC subsidiaries may be requested to assist in the filing under Bulletin 7 and SAT Circular 37. As a result, we may be required 53

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents to expend valuable resources to comply with Bulletin 7 and SAT Circular 37 or to request the relevant transferors from whom we purchase taxable assets to comply with these circulars, or to establish that our company should not be taxed under these circulars, which may 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," which includes dividends, trade and service-related foreign exchange transactions, but not under the "capital account," which includes foreign direct investment and loans, including loans we may secure from our onshore subsidiaries or consolidated VIEs. Currently, certain of our PRC subsidiaries may purchase foreign currency for settlement of "current account transactions," including payment of dividends to us, without the approval of the SAFE by complying with certain procedural requirements. However, the relevant PRC governmental authorities may limit or eliminate our ability to purchase foreign currencies in the future for current account transactions. Foreign exchange transactions under the capital account remain subject to limitations and require approvals from, or registration with, the SAFE and other relevant PRC governmental authorities. Since a significant amount of our future revenues and cash flow will be denominated in Renminbi, any existing and future restrictions on currency exchange may limit our ability to utilize cash generated in Renminbi to fund our business activities outside of the PRC or pay dividends in foreign currencies to our shareholders, including holders of our ADSs, and may limit our ability to obtain foreign currency through debt or equity financing for our onshore subsidiaries and consolidated VIEs. PRC regulation of loans to, and direct investment in, PRC entities by offshore holding companies and governmental control of currency conversion may restrict or prevent us from using the proceeds of this offering to make loans to our PRC subsidiaries and our 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 to provide funding to our PRC subsidiaries, which is treated as a foreign-invested enterprise under PRC laws, through loans or capital contributions. However, loans by us to our PRC subsidiaries to finance its activities cannot exceed statutory limits and must be registered with the local counterpart of SAFE and capital contributions to our PRC subsidiaries are subject to the requirement of making necessary filings in the Foreign Investment Comprehensive Management Information System, and registration with other governmental authorities in China. SAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming the Administration of Foreign Exchange Settlement of Capital of Foreign-invested Enterprises, or Circular 19, effective on June 1, 2015, in replacement of the Circular on the Relevant Operating Issues Concerning the Improvement of the Administration of the Payment and Settlement of Foreign Currency Capital of Foreign-Invested Enterprises, or SAFE Circular 142, the Notice from the State Administration of Foreign Exchange on Relevant Issues Concerning Strengthening the Administration of Foreign Exchange Businesses, or Circular 59, and the Circular on Further Clarification and Regulation of the Issues Concerning the Administration of Certain Capital Account Foreign Exchange Businesses, 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 issuance of Renminbi entrusted loans, the repayment of inter-enterprise loans or the repayment of banks loans that have been transferred to a third 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 the foreign currency-denominated capital of a foreign-invested company may not be directly or indirectly used for purposes 54

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents beyond its business scope. Thus, it is unclear whether SAFE will permit such capital to be used for equity investments in the PRC in actual practice. SAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming and Standardizing the Foreign Exchange Settlement Management Policy of Capital Account, or Circular 16, effective on June 9, 2016, which reiterates some of 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 such capital to issue loans to non-associated enterprises. Violations of SAFE Circular 19 and Circular 16 could result in administrative penalties. Circular 19 and Circular 16 may significantly limit our ability to transfer any foreign currency we hold, including the net proceeds from this offering, to our PRC subsidiaries, which may adversely affect our liquidity and our ability to fund and expand our business in the PRC. Due to the restrictions imposed on loans in foreign currencies extended to any PRC domestic companies, we are not likely to make such loans to our consolidated VIEs and their subsidiaries, each a PRC domestic company. Meanwhile, we are not likely to finance the activities of our consolidated VIEs and their subsidiaries by means of capital contributions given the restrictions on foreign investment in 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 offshore holding companies, we cannot assure you that we will be able to complete the necessary government registrations or obtain the necessary government approvals on a timely basis, if at all, with respect to future loans to our PRC subsidiaries or any consolidated VIEs or future capital contributions by us to our PRC subsidiaries. As a result, uncertainties exist as to our ability to provide prompt financial support to our PRC subsidiaries or consolidated VIEs and their subsidiaries when needed. If we fail to complete such registrations or obtain such approvals, our ability to use foreign currency, including the proceeds we received from this offering, and to capitalize or otherwise fund our PRC operations may be negatively affected, which could materially and adversely affect our liquidity and 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 their responsibilities, 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, are executed using the chop or seal of the signing entity or with the signature of a legal representative whose designation is registered and filed 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 to authorized employees. Although we monitor such authorized employees, the procedures may not be sufficient to prevent all instances of abuse or negligence. There is a risk that our employees could abuse their authority, for example, by entering into a contract not approved by us or seeking to gain control of one of our subsidiaries or affiliates. If any employee obtains, misuses or misappropriates our chops and 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 management from our operations. 55

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents It may be difficult to effect service of process upon us or our directors or executive officers who reside in China or to enforce against them 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 within China. It may not be possible for investors to effect service of process upon us or those persons inside China or to enforce against us or them in China any judgments obtained from non-PRC courts. China does not have treaties providing for the reciprocal recognition and enforcement 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 on Mutual Recognition and Enforcement of Judgments in Civil and Commercial Matters by Courts of Mainland and of the Hong Kong Special 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 in relation 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 your investment. 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, the PRC government changed its policy of pegging the value of the Renminbi to the U.S. dollar. Following the removal of the U.S. dollar peg, 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 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 that make up the Special Drawing Right, or the SDR, and decided that with effect from October 1, 2016, Renminbi is determined to be a freely usable currency and will be included in the SDR basket as a fifth currency, along with the U.S. dollar, the Euro, the Japanese yen and the British pound. In the fourth quarter of 2016, the Renminbi had depreciated significantly in the backdrop of a surging U.S. dollar and persistent 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 the exchange rate of Renminbi to U.S. dollar exceeded 7.0 since 2008. With the development of the foreign exchange market and progress towards interest rate liberalization and Renminbi internationalization, the PRC government may in the future announce further changes to the exchange rate system, and we cannot assure you that the Renminbi will not appreciate or depreciate significantly in value against the 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 rate between 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 by our operating subsidiaries in China for our cash needs. Any significant revaluation of Renminbi may materially and adversely affect our results of operations and financial position reported in Renminbi when translated into U.S. dollars, and the value of, and any dividends payable 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 for our operations, appreciation of the Renminbi against the U.S. dollar would have an adverse effect on the Renminbi amount we would receive. Conversely, if we decide to convert our Renminbi into U.S. dollars for the purpose of making payments for dividends on our ordinary shares or ADSs or for other business purposes, appreciation of the U.S. dollar against the Renminbi would have a negative effect on the U.S. dollar amount. 56

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents The audit report included in this prospectus is prepared by an auditor who is not inspected by the Public Company Accounting Oversight 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 with the Public Company Accounting Oversight Board, or the PCAOB, is required by the laws of the United States to undergo regular inspections by the PCAOB to assess its compliance with the laws of the United States and professional standards. Because our auditors are located in China, a jurisdiction where the PCAOB is currently unable to conduct inspections without the approval of the PRC authorities, our auditors are not currently inspected by the PCAOB. On December 7, 2018, the SEC and the PCAOB issued a joint statement highlighting continued challenges faced by the U.S. regulators in their oversight of financial statement audits of U.S.-listed companies 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' audit procedures and quality control procedures, which may be addressed as part of the inspection process to improve future audit quality. The lack of PCAOB inspections in China prevents the PCAOB from regularly evaluating our auditors' audits and its quality control procedures. 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 our auditors' 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 registered public accounting firm, could result in financial statements being determined to not be in compliance with the requirements of the Exchange 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 mainland China, the SEC and the PCAOB sought to obtain from the PRC firms access to their audit work papers and related documents. The firms 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 Regulatory Commission, 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 also under 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 against the firms. The administrative law judge proposed penalties on the firms including a temporary suspension of their right to practice before 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, the SEC accepted that future requests by the SEC for the production of documents will normally be made to the CSRC. The firms were to receive matching Section 106 requests, and are required to abide by a detailed set of procedures with respect to such requests, which in substance require them to facilitate production via the CSRC. If they failed to meet specified criteria, during a period of four years starting from the settlement date, the SEC retained authority to impose a variety of additional remedial 57

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents measures on the firms depending on the nature of the failure. Under the terms of the settlement, the underlying proceeding against the four PRC-based accounting firms was deemed dismissed with prejudice four years after entry of the settlement. The four-year mark occurred on February 6, 2019. It is uncertain whether the SEC will further challenge the four PRC-based accounting firms' compliance with U.S. laws in connection with U.S. regulatory requests for audit work papers or if the results of such challenge would result in the SEC 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 financial statements 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 impossible to retain auditors in respect of their operations in China, which could result in financial statements being determined to not be in compliance with the requirements of the Exchange Act, including possible delisting. Moreover, any negative news about any such future proceedings against these audit firms may cause investor uncertainty regarding China-based, U.S.-listed companies and the market price of 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 we were unable to timely find another registered public accounting firm to audit and issue an opinion on our financial statements, our financial statements could be determined not to be in compliance with the requirements of the Exchange Act. Such a determination could ultimately lead to the delisting of our ADSs from the NYSE or deregistration from the SEC, or both, which would substantially reduce or effectively terminate the trading of our ADSs in the United States. Risks Relating to our ADSs and This Offering There 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 or above 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 our Class 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 of our 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 to their market price after the initial public offering. There can be no assurance that an active trading market for our ADSs will develop or that 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 may happen because of broad market and industry factors, like the performance and fluctuation in the market prices or the underperformance or deteriorating financial results of other listed companies based in China. The securities of some of these companies have experienced significant volatility since their initial public offerings, including, in some cases, substantial price declines in the trading prices of their securities. The trading performances of other Chinese companies' securities after their offerings, including technology companies and residential rental companies, may affect the attitudes of investors toward Chinese companies listed in the U.S., which consequently may impact the trading performance of our ADSs, regardless of our actual operating performance. In addition, any negative news or perceptions about inadequate corporate governance 58

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents practices or fraudulent accounting, corporate structure or matters of other Chinese companies may also negatively affect the attitudes of investors 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 our operating performance, such as the large decline in share prices in the U.S., China and other jurisdictions in late 2008, early 2009, the second 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, including the 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 our competitors;

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, joint ventures, 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 the underwriters do not exercise their option to purchase additional ADSs. All ADSs representing our Class A ordinary shares sold in this offering will be freely transferable by persons other than our "affiliates" without restriction or additional registration under the U.S.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Securities Act of 1933, as amended, or the Securities Act. All of the other ordinary shares outstanding after this offering will be available for sale, upon the expiration of the lock-up periods described elsewhere in this prospectus beginning from the date of this prospectus (if applicable to such holder), subject to volume and other restrictions as applicable under Rule 144 and Rule 701 under the Securities Act. Any or all of these ordinary shares may be released prior to the expiration of the applicable lock-up period at the discretion of the designated representatives. To the extent shares are released before the expiration of the applicable lock-up period and sold into the market, the market price of our ADSs could decline significantly. See "Shares Eligible for Future SaleLock-up Agreements." 59

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Certain 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 these shares under the Securities Act would result in ADSs representing these shares becoming freely tradable without restriction under the Securities Act immediately upon the effectiveness of the registration. Sales of these registered shares in the form of ADSs in the public market 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, the market 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 about us or our business. If research analysts do not establish and maintain adequate research coverage or if one or more of the analysts who covers us downgrades our ADSs or publishes inaccurate or unfavorable research about our business, the market price for our ADSs would likely decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose 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 immediate and 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 their ordinary shares on a per ADS basis. As a result, you will experience immediate and substantial dilution of approximately US$ per ADS (assuming no exercise of outstanding options to acquire ordinary shares and no exercise of the underwriters' option to 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 ordinary shares are issued upon the vesting of restrictive shares or exercise of share options under our then equity incentive plans. All of the ordinary shares issuable under our then equity incentive plans will be issued at a purchase price on a per ADS basis that is less than the public offering price per ADS in this offering. See "Dilution" for a more complete description of how the value of your investment in our 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 your investment 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 the development 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 to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, 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 no guarantee that our ADSs will appreciate in value after this offering or even maintain the price at which you purchased the ADSs. You may not realize a return on your investment in our ADSs and you may even lose your entire investment in our ADSs. 60

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents The voting rights of holders of ADSs are limited by the terms of the deposit agreement, and you may not be able to exercise your right 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 direct right to attend general meetings of our shareholders or to cast any votes at such meetings. You will only be able to exercise the voting rights which are carried by the Class A ordinary shares represented by your ADSs indirectly by giving voting instructions to the depositary in accordance with the provisions of the deposit agreement. Under the deposit agreement, you may vote only by giving voting instructions to the depositary. If we instruct the depositary to ask for your instructions, then upon receipt of your voting instructions, the depositary will try, as far as is practicable, to vote the underlying Class A ordinary shares which are represented by your ADSs in accordance with your instructions. If we do not instruct the depositary to ask for your instructions, the depositary may still vote in 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 with respect to the underlying Class A ordinary shares represented by your ADSs unless you withdraw the shares and become the registered holder of such shares prior to the record date for the general meeting. Under our post-offering memorandum and articles of association that will become effective immediately prior to completion of this offering, the minimum notice period required to be given by our company to our registered shareholders to convene a general meeting will be ten days. When a general meeting is convened, you may not receive sufficient advance notice of the meeting to withdraw the Class A ordinary shares underlying your ADSs and become the registered holder of such shares to allow you to attend the general meeting and to vote directly with respect to any specific matter or resolution to be considered and voted upon at the general meeting. In addition, under our post-offering memorandum and articles of association that will become effective prior to the completion of this offering, for the purposes of determining those shareholders who are entitled to attend and vote at any general meeting, our directors may close our register of members and/or fix in advance a record date for such meeting, and such closure of our register of members or the setting of such a record date may prevent you from withdrawing the Class A ordinary shares underlying your ADSs and becoming the registered holder of such shares prior to the record date, so that you would not be able to attend the general meeting or to vote directly. If we ask for your instructions, the depositary will notify you of the upcoming vote and will arrange to deliver our voting materials to you. We have agreed to give the depositary at least 10 days' prior notice of shareholder meetings. Nevertheless, we cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote the underlying Class A ordinary shares represented by your ADSs. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for their manner of carrying out your voting instructions. This means that you may not be able to exercise your right to direct how the Class A ordinary shares underlying your ADSs 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 the deposit 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 deposit agreement 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, will have irrevocably waived any objection which you may have to the laying of venue of any such proceeding, and irrevocably submitted to the exclusive jurisdiction of such courts in any such action or proceeding. However, there is uncertainty as to whether a court would enforce such forum selection provision. No condition, stipulation or provision of the deposit agreement or ADSs serves as a waiver by any holder or beneficial owner of ADSs or by us or the depositary of compliance with the U.S. 61

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents federal securities laws and the rules and regulations promulgated thereunder. Also, we may amend or terminate the deposit agreement without your consent. If you continue to hold your ADSs after an amendment to the deposit agreement, you agree to be bound by the deposit 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 cannot make rights available to you in the U.S. unless we register both the rights and the securities to which the rights relate under the Securities Act or an exemption from the registration requirements is available. Under the deposit agreement, the depositary will not make rights available to you unless both the rights and the underlying securities to be distributed to ADS holders are either registered under the Securities Act or exempt from registration under the Securities Act. We are under no obligation to file a registration statement with respect to any such rights or securities or to endeavor to cause such a registration statement to be declared effective and we may not be able to establish a necessary exemption from registration under the Securities Act. Accordingly, you may be unable to participate in our 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 A ordinary 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 dividends or other distributions it or the custodian receives on our Class A ordinary shares or other deposited securities after deducting its fees and expenses. You will receive these distributions in proportion to the number of ordinary shares your ADSs represent. However, the depositary may, at its discretion, decide that it is inequitable or impractical to make a distribution available to any holders of ADSs. For example, the depositary may determine that it is not practicable to distribute certain property through the mail, or that the value of certain distributions may be less than the cost of mailing them. In these cases, the depositary may decide not to distribute such property to you. We will incur increased costs and become subject to additional regulations and requirements as a result of becoming a public company, 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 other expenses that we did not incur as a private company. The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the 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 activities more time-consuming and costly. In addition, once we are no longer an "emerging growth company," we expect to incur significant expenses 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 need to 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 officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. In addition, we will incur additional costs associated with our public company reporting requirements. It may also be more difficult for us to find qualified persons to serve on our board of directors or as executive officers. We 62

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with 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 of instability in the market price of that company's securities. If we were involved in a class action suit, it could divert a significant amount of our management's attention and other resources from our business and operations, which could harm our results of operations and require us to incur significant expenses to defend the suit. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to 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 or from time to time when it deems expedient in connection with the performance of its duties. In addition, the depositary may refuse to deliver, transfer or register transfers of ADSs generally when our books or the books of the depositary are closed, or at any time if we or the depositary deems it advisable to do so because of any requirement of law or of any government or governmental body, or under any provision 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 could discourage a third party from acquiring us, which could limit our shareholders' opportunity to sell their shares, including ordinary shares 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 that contain provisions to limit the ability of others to acquire control of our company or cause us to engage in change-of-control transactions. These provisions could have the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of our company in a tender offer or similar transaction. For example, our board of directors has the authority, without further action by our shareholders, to issue preferred shares in one or more series and to fix their designations, powers, preferences, privileges, and relative participating, optional or special rights and the qualifications, limitations or restrictions, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights associated with our ordinary shares, in the form of ADS or otherwise. Preferred shares could be issued quickly with terms calculated to delay or prevent a change in control of our company or make removal of management more difficult. If our board of directors decides to issue preferred shares, the price of our ADSs may fall and 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 companies on certain indices, including the S&P 500, to exclude companies with multiple classes of shares and companies whose public shareholders hold no more than 5% of total voting power from being added to such indices. In addition, several shareholder advisory firms have announced their opposition to the use of multiple class structures. As a result, the dual class structure of our ordinary shares may prevent the inclusion of our ADSs representing Class A ordinary shares in such indices and may cause shareholder advisory firms to 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 63

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents publications by shareholder advisory firms critical of our corporate governance practices or capital structure could also adversely affect the 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. In addition, all of our directors and executive officers and the experts named in this prospectus reside outside the U.S., and most of their assets 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 in the U.S. in the event that you believe that your rights have been infringed under the U.S. federal securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands, China or other relevant jurisdiction may render you unable to enforce a judgment against our assets or the assets of our directors and officers. For more information regarding the relevant 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 less favorable 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 permitted by 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 to our 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 was enforceable 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 has not been finally adjudicated by the United States Supreme Court. However, we believe that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the laws of the State of New York, which govern the deposit agreement, by a federal or state court in the City of New York, which has non-exclusive jurisdiction over matters arising under the deposit agreement. In determining whether to enforce a contractual pre-dispute jury trial waiver provision, courts will generally consider whether a party knowingly, intelligently and voluntarily waived the right to a jury trial. We believe that this is the case with respect to the deposit agreement and the ADSs. It is advisable that you consult legal counsel regarding the jury waiver provision before entering into the deposit agreement. If you or any other holders or beneficial owners of ADSs, including purchasers of ADSs in secondary transactions, bring a claim against us or the depositary in connection with matters arising under the deposit agreement or the ADSs, including claims under federal securities laws, you or such other holder or beneficial owner may not be entitled to a jury trial with respect to such claims, which may have the effect of limiting and discouraging lawsuits against us and the depositary. If a lawsuit is brought against either or both of us and the depositary under the deposit agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have, including results that 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 the deposit agreement with a jury trial. No condition, stipulation or provision of the deposit agreement or ADSs serves as a waiver by any holder or beneficial owner of ADSs or by us or the depositary of compliance with the U.S. federal securities laws and the rules and regulations promulgated thereunder. 64

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents You 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 the offering, our corporate affairs are governed by our post-offering memorandum and articles of association, the Companies Law (2018 Revision) of the Cayman Islands and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary duties of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions 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 corporate records or to obtain copies of lists of shareholders of these companies. Our directors will have discretion under our post-offering amended 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 obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts 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 actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the U.S. For a discussion of significant differences between the provisions of the Companies Law (2018 Revision) of the Cayman Islands and the laws applicable to companies incorporated in the U.S. and their shareholders, see "Description of Share CapitalDifferences 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 certain provisions 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 securities rules and regulations in the U.S. that are applicable to U.S. domestic issuers, including: (i) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K; (ii) the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; (iii) the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and (iv) the selective disclosure rules by issuers of material nonpublic information 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 to publish our results on a quarterly basis as press releases, distributed pursuant to the rules and regulations of the NYSE. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to 65

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that 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 from various requirements applicable to other public companies that are not emerging growth companies including, most significantly, not being required to comply with the auditor attestation requirements of Section 404 of Sarbanes-Oxley Act of 2002 for so long as we are an emerging growth company. As a result, if we elect not to comply with such auditor attestation requirements, our investors may not have 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 financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the extended transition period. As a result of this election, our future financial statements may not be comparable to other public companies that comply with the public company effective 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 States holders 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 tax purposes 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 the value of its assets (based on an average of the quarterly values of the assets) during such year is attributable to assets that produce or are held for the production of passive income. A separate determination must be made after the close of each taxable year as to whether a non-United States corporation is a PFIC for that year. Based on the past and projected composition of our income and assets, and the valuation of our assets, including goodwill (which we have determined based on the expected price of our ADSs in this offering), we do not 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 in the 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 income composition. The composition of our assets and income may be affected by how, and how quickly, we use our liquid assets and the cash raised in this offering. Because we have valued our goodwill based on the expected market value of our ADSs, a decrease in the price of our 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 United States federal income 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 tax purposes (for instance, because the relevant PRC authorities do not respect these arrangements), we may be treated as 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 adverse United States federal income tax consequences could apply to such 66

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents United States person. See "TaxationCertain United States Federal Income Tax ConsiderationsPassive Foreign Investment Company." As a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the NYSE corporate governance listing standards; these practices may afford less protection 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 rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from the NYSE corporate governance listing standards. For instance, we are not required to: (i) have a majority of the board be independent; (ii) have a compensation committee or a nominating and corporate governance committee consisting entirely of independent directors; or (iii) have regularly scheduled executive sessions 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 corporate governance requirements of the NYSE. 67

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS AND INDUSTRY DATA This 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 contained principally in the sections entitled "Prospectus Summary," "Risk Factors," "Use of Proceeds," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Industry Overview" and "Business." These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. In some cases, these forward-looking statements can be identified by words 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 business partners;

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.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 contains statistical data and estimates published by iResearch, including a report which we commissioned iResearch to prepare and for which we paid a fee. This information involves a number of assumptions, estimates and limitations. These industry publications, surveys and forecasts generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. Nothing in such data should be construed as advice. We have not independently verified the accuracy or completeness of the data contained in these industry publications and reports. The residential rental market in China may not grow at the rates projected by market data, or at all. The failure of these markets to grow at the projected rates may materially and adversely affect our business and the market price of our ADSs. If any one or more of the assumptions underlying the market 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 necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in "Risk Factors" and elsewhere in this prospectus. You should not place undue reliance on these forward-looking statements. 68

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents The 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 reflect events or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this prospectus and the documents that we have referred to in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. 69

USE OF PROCEEDS We 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 and the 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$1.00 increase (decrease) in the assumed initial public offering price of US$ per ADS would increase (decrease) the net proceeds to us from this offering by US$ , after deducting underwriting discounts and commissions and estimated offering expenses payable by us and assuming no change 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 we are 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 of this offering based upon our present plans and business conditions, but our management will have significant flexibility and discretion in applying the net proceeds of the offering. The occurrence of unforeseen events or changed business conditions may result in application 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 to invest 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 to provide 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 our PRC subsidiary or make additional capital contributions to our PRC subsidiary to fund its capital expenditures or working capital. We cannot assure you that we will be able to obtain these government registrations or approvals on a timely basis, if at all. For further information, see "Risk FactorsRisks Relating to Doing Business in ChinaPRC regulation of loans to, and direct investment in, PRC entities by offshore holding companies and governmental control of currency conversion may restrict or prevent us from using the proceeds of this offering to make loans to our PRC subsidiaries and our consolidated VIEs, or to make additional capital contributions to our PRC subsidiaries." 70

DIVIDEND POLICY Since 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 any future 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 a number 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 ADS holders to the same extent as holders of our Class A ordinary shares, subject to the terms of the deposit agreement, including the fees and expenses payable thereunder. See "Description of American Depositary Shares." Cash dividends on our Class A ordinary shares, if any, 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 shareholders and ADS holders, we may rely on dividends distributed by our PRC subsidiaries. Certain payments from our PRC subsidiaries to us may be subject to PRC withholding income tax. In addition, regulations in the PRC currently permit payment of dividends of a PRC company only out of accumulated distributable after-tax profits as determined in accordance with its articles of association and the accounting standards and regulations in China. Each of our PRC subsidiaries is required to set aside at least 10% of its after-tax profit based on PRC accounting standards every year to a statutory common reserve fund until the aggregate amount of such reserve fund reaches 50% of the registered capital of such subsidiary. Such statutory reserves are not distributable as loans, advances or cash dividends. 71

CAPITALIZATION The 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 1,448,506,852 preferred shares into 1,448,506,852 ordinary shares on a one-for-one-basis immediately prior to the completion of this offering; (ii) the creation of an additional 47,500,000,000 ordinary shares, to rank pari passu in all respects with the 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 246,000,000 Class B ordinary shares on a one-for-one-basis immediately prior to the completion 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 A ordinary 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 outstanding 1,448,506,852 preferred shares into 1,448,506,852 ordinary shares on a one-for-one-basis immediately prior to the completion of this offering; (ii) the creation of an additional 47,500,000,000 ordinary shares, to rank pari passu in all respects with the 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 246,000,000 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 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 in the form of ADSs offered hereby at 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, after deducting underwriting discounts and commissions and estimated offering expenses payable by us and assuming 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 this offering is subject to adjustment based on the initial public offering price of our ADSs and other terms of this offering determined at pricing. You should read this table in conjunction with "Management's Discussion and Analysis of Financial Condition and Results 72

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents of Operations" and our consolidated financial statements and related notes included elsewhere in this prospectus. As of September 30, 2019 Pro Forma Actual Pro Forma as Adjusted RMB US$ RMB US$ RMB US$ (in thousands) Mezzanine Equity: Total mezzanine equity 4,758,577 665,749 Shareholders' deficit: Ordinary Shares (US$0.00002 par value, 287,500,000 shares issued and outstanding actual; US$0.00002 par value, shares issued and outstanding pro forma; 35 5 US$0.00002 par value, shares issued and outstanding pro forma as adjusted) Class A ordinary shares Class B ordinary shares Accumulated other comprehensive income loss (91,602) (12,816) Accumulated deficit (4,649,047) (650,426) Total shareholders' deficit attributable to ordinary (4,740,614) (663,237) shareholders 73

DILUTION If 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 per ordinary share is substantially in excess of the book value per Class A ordinary share attributable to the existing shareholders for our presently outstanding ordinary shares and holders of our convertible redeemable preferred shares which will automatically convert into our 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$0.25 per ordinary share in deficit as of that date, and US$ per ADS. Net tangible book value represents the amount of our total consolidated assets, less the amount of our intangible assets, goodwill and total consolidated liabilities. Dilution is determined by subtracting net tangible book value per ordinary share from our consolidated total assets, after giving effect to (i) the automatic conversion of all of our outstanding 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 of US$ 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 immediately upon 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 offering at 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 page of this prospectus) after deduction of the underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of September 30, 2019 would have been US$ million, or US$ per outstanding ordinary share and US$ per ADS. This represents an immediate increase in net tangible book value of US$ per ordinary share and US$ per ADS to the existing shareholders and an immediate dilution in net tangible book value of US$ per ordinary share and US$ per ADS to investors purchasing ADSs in this offering. The following table illustrates such dilution: Per Per Ordinary ADS Share 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 shares US$ US$ into Class A ordinary shares Pro forma as adjusted net tangible book value per share after giving effect to (i) the automatic conversion of all of our outstanding redeemable convertible US$ US$ preferred shares into Class A ordinary shares and (ii) this offering Assumed initial public offering price US$ US$ Dilution in net tangible book value per share to new investors in the offering US$ US$ 74

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents The 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 preferred shares from (ii) the pro forma net tangible book value after giving effect to the automatic conversion of our convertible redeemable preferred 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 ADS paid before deducting the underwriting discounts and commissions and estimated offering expenses. The total number of ordinary shares does not include Class A ordinary shares underlying the ADSs issuable upon the exercise of the option to purchase additional ADSs granted to the underwriters.

Ordinary Shares Average Total Total Consideration Price per Average Ordinary Price per Number Percent Amount Percent Share ADS Existing shareholders % US$ % US$ US$ New investors % US$ % US$ US$ Total % US$ %

A US$1.00 increase (decrease) in the assumed initial public offering price of US$ per ADS (the mid-point of the estimated initial public offering price range shown on the front cover page of this prospectus) would increase (decrease) our pro forma net tangible book value after giving effect to the offering by US$ million, the pro forma net tangible book value per ordinary share and per ADS after giving effect to this offering by US$ per ordinary share and US$ per ADS and the dilution in pro forma net tangible book value per ordinary share and per ADS to new investors in this offering by US$ per ordinary share and US$ 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 this offering is subject to adjustment based on the actual initial public offering price of our ADSs and other terms of this offering determined at pricing. The discussion and tables above take into consideration the automatic conversions of all of our outstanding convertible redeemable preferred shares immediately upon the completion of this offering, and they do not take into consideration of any outstanding share options. As of the date of this prospectus, there are also (i) 178,022,914 Class A ordinary shares issuable upon the exercise of outstanding share options under our 2017 stock incentive plan; (ii) 96,204,007 Class A ordinary shares reserved for future issuance under our 2017 stock incentive plan; and (iii) 230,000,000 Class A ordinary shares reserved for future issuance under our 2019 equity incentive plan, which will become effective upon the completion of this offering. If any of these options are exercised, there will be further dilution to new investors. 75

ENFORCEMENT OF CIVIL LIABILITIES We 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 economic stability, an effective judicial system, a favorable tax system, the absence of foreign exchange control or currency restrictions and the availability of professional and support services. However, the Cayman Islands has a less developed body of securities laws as compared to the United States and provides protections for investors to a lesser extent. In addition, Cayman Islands companies may not have 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 assets are located outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon us or these persons, or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States. It may also be difficult for you to enforce in United States courts judgments obtained in United States courts based on the civil liability provisions of the United States 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 in the United States District Court for the Southern District of New York under the federal securities laws of the United States or of any state 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 York under 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 or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States and (2) entertain original actions brought in the Cayman Islands or the PRC against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States. Maples and Calder (Hong Kong) LLP has further advised us that a final and conclusive judgment obtained in the federal or state courts 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 the Cayman Islands, provided such judgment: (a) is given by a foreign court of competent jurisdiction, (b) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (c) is not in respect of taxes, fines, penalties or similar charges and (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 the Cayman Islands. However, the Cayman Islands courts are unlikely to enforce a punitive judgment of a United States court predicated upon the liabilities provision of the federal securities laws in the United States without retrial on the merits if such judgment gives rise to 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 Civil Procedure Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedure Law based either on treaties between China and the country 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 the reciprocal recognition and enforcement of foreign 76

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents judgments. In addition, according to the PRC Civil Procedures Law, courts in the PRC will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates the basic principles of PRC law or national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States or in the Cayman Islands. Under the PRC Civil Procedures Law, foreign shareholders may originate actions based on PRC law against a company in China for disputes if they can establish sufficient nexus to the PRC for a PRC court to have jurisdiction, and meet other procedural requirements, including, among others, the plaintiff must have a direct interest in the case, and there must be a concrete claim, a factual basis and a cause for the suit. However, it would be difficult for foreign shareholders to establish sufficient nexus to the PRC by virtue only of holding our ADSs or Class A ordinary shares. 77

OUR HISTORY AND CORPORATE STRUCTURE Our 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 holding company through a series of transactions. In March 2019, we acquired 100% equity interest in Hangzhou Aishang 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. Our Corporate Structure The following diagram illustrates our corporate structure with our principal subsidiaries and consolidated VIEs and their subsidiaries 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) Information Technology Co., Ltd., or Yishui, and their shareholders, 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.

Contractual Arrangements with Consolidated VIEs and Their Shareholders Due 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, Zi Wutong, during the course of the reorganization in connection with the 78

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents establishment of Phoenix Tree Holdings Limited. We effectively control each consolidated VIEs through a series of contractual arrangements 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 the extent permitted by PRC law.

As a result of these contractual arrangements, we are the primary beneficiary of our consolidated VIEs and their subsidiaries. We have 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 PRC laws are valid, binding and enforceable in accordance with their terms and applicable PRC laws, rules, and regulations currently 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 uncertainties regarding the interpretation and application of current and future PRC laws, rules and regulations. Accordingly, the PRC regulatory authorities may in the future take a view that is contrary to the opinion of our PRC legal counsel. We have been further advised by our PRC legal counsel that if the PRC government finds that the agreements that establish the structure for operating our business do not comply with PRC government restrictions on foreign investment in the aforesaid business we engage in, we could be subject to severe penalties including being prohibited from continuing operations. See "Risk FactorsRisks Relating to Our Corporate Structure." All the agreements under our contractual arrangements are governed by PRC laws and provide for the resolution of disputes through arbitration in China. For additional information, see "Risk FactorsRisks Relating to Our Corporate StructureAny failure by our consolidated VIEs or their respective shareholders to perform their obligations under our contractual arrangements with them would have a material adverse effect on our business, results of operations and financial condition." Such arbitration provisions have no effect on 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 VIEs have pledged all of their equity interest in our consolidated VIEs to respectively guarantee the performance of obligations by our consolidated 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 shareholders breach their contractual obligations under these agreements, Xiaofangjian, as pledgee, will be entitled to certain rights regarding the pledged equity interests, including forcing the auction or sale of all or part of the pledged equity interests of the applicable consolidated VIE and 79

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents receiving proceeds from such auction or sale in accordance with PRC law. Each of the shareholders of our consolidated VIEs agrees that, during the term of the equity interest pledge agreements, such shareholder will not transfer the pledged equity interests or create or allow creation of any encumbrance on the pledged equity interests or any portion thereof, without the prior written consent of Xiaofangjian, except for the performance of the relevant contractual agreement. Each equity interest pledge agreement will remain effective until the applicable consolidated VIE and its shareholders discharge all of their obligations under the contractual arrangements or all secured indebtedness has been fully paid. Power of Attorney Agreements. Pursuant to the power of attorney agreements, each shareholder of our consolidated VIEs has irrevocably 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 applicable consolidated VIE, (2) the right to exercise all the shareholder's rights and shareholder's voting rights such shareholder is entitled to under the laws of China and the Articles of Association of the applicable consolidated VIE, including but not limited to the sale or transfer or pledge or disposition of its shareholding in part or in whole and (3) designate and appoint on behalf of such shareholder the legal representative, the directors, supervisors, the chief executive officer and other senior management members of the applicable consolidated 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 the exclusive right to provide each of the consolidated VIEs with comprehensive business support, technical services and consulting services. In exchange, Xiaofangjian is entitled to receive a service fee from each of the consolidated VIEs on a quarterly basis at an amount as agreed by Xiaofangjian. Xiaofangjian owns the intellectual property rights arising out of the performance of the exclusive business cooperation agreement. Unless otherwise terminated by Xiaofangjian and each of the consolidated VIEs in writing, each exclusive 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 consolidated VIEs has irrevocably granted Xiaofangjian an exclusive option to purchase by itself or by Xiaofangjian's designate person or persons, at Xiaofangjian's discretion at any time, to the extent permitted under PRC law, all or part of such shareholder's equity interests in the applicable consolidated VIEs. The purchase price of the equity interests in a consolidated VIE should be RMB1 or the minimum price as 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 or guarantees that is not within its ordinary course of business, etc. Each exclusive call option agreement will remain effective until all equity interests of the applicable consolidated VIE held by its shareholders have been transferred or assigned to Xiaofangjian or its designated person(s). Spouse Consent Letters. Pursuant to the Spousal Consent Letters executed by each spouse of each shareholder of our consolidated VIEs, each signing spouse confirmed that she does not enjoy any right or interest in connection with the equity interests of our consolidated VIEs. The spouse also irrevocably agreed that she would not claim in the future any right or interest in connection with the equity interests in our consolidated VIEs held by her spouse. 80

SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA The 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 and 2018 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. Our consolidated financial statements are prepared and presented in accordance with U.S. GAAP. The following selected consolidated statements of comprehensive loss data and summary consolidated statements of cash flows data for the nine months ended September 30, 2018 and 2019 and selected consolidated balance sheets data as of September 30, 2019 have been derived from our unaudited condensed consolidated financial statements included elsewhere in this prospectus and have been prepared on the same basis as our consolidated financial statements. Our historical results are not necessarily indicative of results to be expected for any future period. The following summary consolidated financial data for the periods and as of the dates indicated are qualified by reference to, and should be read in conjunction with, our consolidated financial statements and related notes and the information under "Management's Discussion and Analysis of Financial Condition and Results of Operations," both of which are included elsewhere in this prospectus. Selected Consolidated Statements of Comprehensive Loss Data Nine Months Ended Year Ended December 31, September 30, 2017 2018 2018 2019 RMB RMB US$ RMB RMB US$ (in thousands, except for share and per share data) Selected Consolidated Statements of Comprehensive Loss Data: Revenues 656,782 2,675,031 374,251 1,673,002 4,999,740 699,489 Operating expenses: Rental cost (511,697) (2,171,755) (303,840) (1,300,709) (4,450,199) (622,606) Depreciation and (98,984) (373,231) (52,217) (227,339) (790,357) (110,575) amortization 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 (80,991) (471,026) (65,899) (287,881) (793,722) (111,046) expenses General and (49,960) (203,847) (28,519) (129,307) (395,766) (55,370) administrative expenses Technology and product (25,194) (110,954) (15,523) (71,281) (143,601) (20,091) development expenses 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 (271,636) (1,369,637) (191,618) (812,884) (2,518,387) (352,336) taxes Income tax benefit 112 (112) (16) (112) 2,167 303 (expense) 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)

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Weighted average number of shares outstanding used in computing net loss per share Basic and diluted 111,848,958 185,677,083 185,677,083 176,692,708 242,698,917 242,698,917 81

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Selected Consolidated Balance Sheets Data 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 2,974,428 416,135 Total non-current assets 660,862 2,674,383 374,159 4,700,004 657,556 Total assets 1,134,746 5,829,611 815,592 7,674,432 1,073,691 Total current liabilities 1,160,879 4,582,077 641,055 7,434,964 1,040,189 Total non-current liabilities 199,601 234,185 32,764 226,489 31,687 Total liabilities 1,360,480 4,816,262 673,819 7,661,453 1,071,876 Total mezzanine equity 140,661 2,859,632 400,077 4,758,577 665,749 Total shareholders' deficit (366,395) (1,846,283) (258,304) (4,745,598) (663,934) Selected Consolidated Statements of Cash Flows Data Nine Months Year Ended December 31, Ended September 30, 2017 2018 2018 2019 RMB RMB US$ RMB RMB US$ (in thousands) Selected Consolidated Cash Flows Data: 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 3,081,858 431,168 Net increase (decrease) in cash and 212,470 2,251,532 315,001 1,023,885 (167,746) (23,468) restricted cash Cash and restricted cash at the beginning 1,532 214,002 29,940 214,002 2,465,534 344,941 of the period Cash and restricted cash at the end of the 214,002 2,465,534 344,941 1,237,887 2,297,788 321,473 period Non-GAAP Financial Measures We 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 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 our past performance and future prospects, 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 loss represents net loss before share-based compensation and incentives for apartment sourcing. Incentives for apartment sourcing consist of commissions and lead generation fees related to apartment sourcing. We pay commissions and lead generation fees upfront when the relevant apartment is sourced and amortize such cost on a straight-line basis over the term of the lease with the property owner, which is generally four to six years. Share-based compensation used in the calculation of the adjusted EBITDA and adjusted net loss represents compensation expenses in connection with the issuance of restricted shares to our co-founders. It does not, however, include the 82

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents share-based compensation in connection with the repurchase in cash in January 2019 of the share options 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 the financial information prepared and presented in accordance with U.S. GAAP. We present the non-GAAP financial measures because they are used by our management to evaluate operating performance and formulate business plans. We believe that the non-GAAP financial measures help identify underlying trends in our business, provide further information about our results of operations, 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 items of income and expense that affect our operations. Further, the non-GAAP measures may differ from the non-GAAP information used by other companies, including peer 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 evaluating performance. We encourage investors and others to review our financial information in its entirety and not rely on a single financial measure. The table below sets forth a reconciliation of the non-GAAP financial measures for the periods indicated: Year Ended Nine Months Ended December 31, September 30, 2017 2018 2018 2019 RMB RMB US$ RMB RMB US$ (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 52,217 227,339 790,357 110,575 Interest expenses 55,013 163,357 22,854 101,906 252,981 35,393 Income 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)

Number of apartment units we operated: Beijing, Shanghai and Shenzhen 13,499 46,472 152,630 114,519 213,866 Other cities 0 5,709 83,790 49,525 192,880 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.

Nine Months Year Ended Ended September 30, 2017 2018 2018 2019 (in RMB) Average revenues per rented-out unit per month(1) 2,439 2,352 2,408 2,155 Average 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).

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (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).

(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.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You 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 notes included elsewhere in this prospectus. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of selected events could differ materially 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 with comfortable 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 as of September 30, 2019 and have become a major player in each of the 10 cities that we entered into prior to June 30, 2019. We grew the number of apartment units we operated from 2,434 as of December 31, 2015 to 406,746 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 market through our innovative "new rental" business model. We centrally operate the apartments sourced from property owners and rent them out 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 enable seamless 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 has been the primary focus of our business since our inception in 2015. We source and lease apartments from individual property owners on a long-term basis, design, renovate and furnish such apartments in a standardized and stylish manner, and rent them out to individual residents, 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 entire buildings or floors in a building, transform them into dormitory-style apartments, and provide to corporate clients for employee accommodation. For all of our residents, we provide high-quality one-stop services, including cleaning, repair and maintenance, WiFi as well as 24/7 resident support. We currently generate revenues primarily from rents and service fees. Our revenues increased by 307.3% from RMB656.8 million in 2017 to RMB2,675.0 million (US$374.3 million) in 2018, and by 198.8% from RMB1,673.0 million in the nine months ended September 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 of co-living platforms. It is also affected by changes in regulatory environment, such as adoption of 86

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents favorable policies supporting the growth of residential rental market. While our business is influenced by general factors affecting our industry, 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 rapid business expansion and revenues growth. We plan to increase such number by exploring new neighborhoods in our existing cities and expanding into new cities that are economically vibrant and have a large population with rental needs. Whether we can succeed in continually increasing the number of our apartment units depends on the accuracy of our city-level and neighborhood-level planning as well as the competitive landscape in the geographic areas we target. It also depends to a large extent on our efficiency in sourcing apartments, including the size and resources of our business development team and the effectiveness of our technology system in aiding our 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 with property owners of Dream Apartment. Our ability to secure high-quality apartments on a long-term basis at locked-in cost helps us achieve 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-added services, such as IoT smart home, moving services, financial and insurance services, new retail and other local services, which would increase our service fees. The level of rents and service fees we are able to charge depends on the market rates in the geographic areas we 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 pricing for our apartment units through algorithms and big data analytics. The effectiveness of such system impacts our ability to optimize pricing. 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 an apartment from the property owner, we need to renovate and furnish the apartment and seek residents to fill the apartment, which will adversely affect our occupancy rate during such period. As such, when we rapidly expand our co-living platform and acquire a large number 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 and service offerings to appeal to more potential residents, which we believe help shorten the vacancy period of our apartment units. The efficiency of our sales team and the effectiveness of our sales and marketing efforts, including general brand advertising and targeted marketing campaigns to improve our brand awareness, also play an important role. As we improve the efficiency of our sales team and enhance our sales and marketing efforts, we will be able to shorten the vacancy period of our apartment units and improve our occupancy rate. The effectiveness of our artificial intelligence technology in making personalized recommendations also helps improve our occupancy rate. 87

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Ability 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 of operations. Rental cost collectively with pre-opening expense represent the rents we pay to the property owners, which constitute the largest component of our operating expenses. In particular, pre-opening expense is incurred during a period in which no revenue is generated, and thus our ability to improve our efficiency in renovation and furnishing and reduce the average length of the pre-opening period is an important factor affecting our results of operations. The pre-opening period approximates the time required for renovation and furnishing. The average time for renovation and furnishing was 22.4 days, 21.1 days and 18.7 days in 2017, 2018 and the nine months ended September 30, 2019, respectively. Increased business scale and enhanced brand influence will improve our bargaining power with property owners and enable us to more effectively control our rental cost. In addition, the long-term nature of our leases with property owners enables us to lock in rental cost with relatively low rent escalation at an early stage. Depreciation and amortization is another major component of our operating expenses, which corresponds with our renovation and furnishing cost. Our ability to control renovation and furnishing cost depends largely on our supply chain efficiency and bargaining power with our suppliers to obtain more favorable pricing terms, which can be achieved through economies of scale. Moreover, our ability to effectively manage our sales and marketing expenses also affect our results of operations. As our business further grows, we believe we will be able to take advantage 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 forth in the table below. 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: Beijing, Shanghai and Shenzhen 13,499 46,472 152,630 114,518 213,866 Other 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.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents (2) Represent apartment units that achieve ready-to-move-in status, including those rented out and to be rented out.

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. Therefore, as we expand into more cities, the average revenues per rented-out unit per month and the average leasing cost per unit per month may fluctuate over time. On the other hand, the average rental spread (defined as the average revenues per rented-out unit per month less the average leasing cost per unit per month) as a percentage of the average revenues per rented-out unit 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 the average rental spread as a percentage of the average revenues per rented-out unit per month from the same period in 2018. As of As of December 31, 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.

(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.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document takes 17-21 days before they are ready for renting to our residents. Before an apartment unit is filled, we incur leasing cost to the property owner in addition to initial investment, without generating revenues. 89

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents We 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 cash flows shift from outgoing to incoming. As we generate revenues over each period after the apartment unit is filled, the cumulative incoming cashflow will allow us to recover our initial investment after a certain period of time and start realizing returns from such apartment unit. We refer to the amount of time required to recover the initial capital investment for the apartment units sourced in a given period as payback period. It is calculated as the average cost for renovation and furnishing per unit for such period divided by the average rental spread for such period. From the first quarter of 2017 to the third quarter of 2019, the payback period for the apartment units sourced in each quarter typically ranged between 12 to 20 months. As we expand 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 property owners and enjoy potential upside from rent increase on the resident side. In addition, as we introduce more value-added services to 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 growth stage, we expect to continue to incur upfront investment for our newly sourced apartment units. As a higher percentage of our apartment units pass their pay-back period over time, we believe that our profitability profile will continue to improve. Key Components of Results of Operations Revenues We derive our revenues primarily from rents we charge for renting our apartment units to our residents and service fees for providing various services to our residents, including cleaning, repair and maintenance, WiFi and 24/7 resident support. We have been enriching our value-added services and began charging a monthly service fee in late 2017, which was typically 6% to 8% of the monthly rent. We also derive revenues from other sources such as early termination fees and utilities such as water and gas. Our revenues are recorded 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, sales and marketing expenses, general and administrative expenses, and technology and product development expenses. The following table sets forth a breakdown of operating 90

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents expenses, expressed as an absolute amount and as a percentage of our total revenues, for the periods indicated: Year Ended December 31, Nine Months Ended September 30, 2017 2018 2018 2019 RMB % RMB US$ % RMB % RMB US$ % (in thousands, except for percentages) Operating expenses: 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 98,984 15.1 373,231 52,217 14.0 227,339 13.6 790,357 110,575 15.8 amortization Other operating 46,456 7.1 295,141 41,292 11.0 187,436 11.2 552,859 77,348 11.1 expenses Pre-opening 62,119 9.5 270,399 37,830 10.1 181,292 10.8 186,344 26,070 3.7 expense Sales and marketing 80,991 12.3 471,026 65,899 17.6 287,881 17.2 793,722 111,046 15.9 expenses General and administrative 49,960 7.6 203,847 28,519 7.6 129,307 7.7 395,766 55,370 7.9 expenses Technology and product 25,194 3.8 110,954 15,523 4.1 71,281 4.3 143,601 20,091 2.9 development expenses 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

Rental Cost. Rental cost represents the rents incurred for our opened apartment units. We typically enter into four- to six-year leases with property owners of Danke Apartment and ten-year leases with property owners of Dream Apartment, which enables us to lock in long-term rental cost. Depreciation and Amortization. Depreciation and amortization mainly consist of the depreciation and amortization of leasehold improvements, as well as appliances and furniture for the apartment units. Depreciation and amortization associated with the apartment units are recognized on a straight-line basis over shorter of the estimated useful lives of the assets and the lease term, starting from when the 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, including apartment cleaning expenses, utilities, repair and maintenance fees and cost related to our call center, (ii) payroll cost of our business development and supporting teams, (iii) incentives for apartment sourcing, including commissions for our business development team as 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 our total revenues, for the periods indicated: Nine Months Ended Year Ended December 31, September 30, 2017 2018 2018 2019 RMB % RMB US$ % RMB % RMB US$ % (in thousands, except for percentages) 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

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Payroll cost 23,269 3.5 105,387 14,744 3.9 70,841 4.2 124,089 17,361 2.5 Incentives for apartment sourcing 7,655 1.2 31,077 4,348 1.2 18,536 1.1 57,303 8,017 1.1 Other 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

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

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Sales 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 lead generation fees and (iv) other sales and marketing expenses. The following table sets forth a breakdown of sales and marketing expenses, expressed as an absolute amount and as a percentage of our total revenues, for the periods indicated: Nine Months Ended Year Ended December 31, September 30, 2017 2018 2018 2019 RMB % RMB US$ % RMB % RMB US$ % (in thousands, except for percentages) Sales and marketing expenses: Advertising expenses 31,572 4.8 200,733 28,084 7.5 119,621 7.2 403,738 56,485 8.1 Payroll cost 27,801 4.2 175,612 24,569 6.6 110,621 6.6 187,901 26,288 3.8 Incentives for apartment renting 19,403 3.0 75,301 10,535 2.8 45,410 2.7 145,132 20,305 2.9 Other 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

General and Administrative Expenses. General and administrative expenses mainly include payroll cost for personnel engaged in general corporate functions, professional fees and office rental expenses. Technology and Product Development Expenses. Technology and product development expenses mainly consist of payroll and related expenses for personnel engaged in developing and improving rental products, technology system and IT infrastructure, as well as expenses 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 financial institutions 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 month of 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 us and we pay the corresponding interest to the relevant financial institution. We consider such arrangement as financing activities and record such interest as our interest expenses. We do not directly provide any special incentives to the residents to cause them to enter into such arrangement. We believe many of our residents choose to enter into the rent financing arrangement because it allows the residents to make advance payment for their rent on a monthly basis in the form of loan repayment to the financial institutions, as opposed to quarterly, semi-annual or annual advance payment if they do not opt for such arrangement. 91.3%, 75.8% and 67.9% of the residents who had valid leases with us in 2017, 2018 and the nine months ended September 30, 2019 had rent financing arrangement with us in the respective periods indicated. Among such residents, 30.2%, 46.8% and 44.6% terminated their leases early in 2017, 2018 and the nine months ended September 30, 2019, respectively. In the event of early termination or a resident's default, we will return the upfront payment for the remaining lease term to the relevant financial institution. We typically return such payment within two business days after the early termination or a resident's 92

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents default. The following table sets forth a breakdown of our interest expenses, expressed as an absolute amount and as a percentage of the total revenues, for the periods indicated. Year Ended December 31, Nine Months Ended September 30, 2017 2018 2018 2019 RMB % RMB US$ % RMB % RMB US$ % (in thousands, except for percentages) Interest Expenses: Interest expenses related to rent 52,343 8.0 152,996 21,405 5.7 99,788 6.0 175,764 24,590 3.6 financing 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

Taxation Cayman Islands The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there 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 the government 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 dividend payments. Hong Kong Under the current Hong Kong Inland Revenue Ordinance, our Hong Kong subsidiary is subject to Hong Kong profits tax at the rate of 16.5% on its taxable income generated from the operations in Hong Kong. Payments of dividends by the Hong Kong subsidiary to our company is not subject to withholding tax in Hong Kong. A two-tiered profits tax rates regime was introduced in 2018 where the first HK$2 million of assessable profits earned by a company will be taxed at half of the current tax rate (8.25%) while the remaining profits will continue to be taxed at 16.5%. There is an anti-fragmentation measure where each group will have to nominate only one company 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 on January 1, 2008 and amended on February 24, 2017 and on December 29, 2018. The Enterprise Income Tax Law provides that enterprises organized under the laws of jurisdictions outside China with their "de facto management bodies" located within China may be considered PRC resident enterprises and therefore subject to the PRC enterprise income tax, or the EIT, at the rate of 25% on their worldwide income. The Implementing Rules of the Enterprise Income Tax Law further define the term "de facto management body" as the management body that exercises substantial and overall management and control over the business, personnel, accounts and properties of an enterprise. Generally, our subsidiaries, our consolidated VIEs and their subsidiaries in China are subject to EIT on their taxable income in China at a rate of 25%. The EIT is calculated based on the entity's global income as determined under PRC tax laws and 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 risk that the PRC tax authorities may deem our company or any of our overseas subsidiaries to be a PRC resident enterprise since a substantial majority of the members of our management team as well as the management team of our overseas subsidiaries are located in 93

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents China, 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 PRC EIT 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 tax is applicable to dividends paid to investors that are nonresident enterprises, which do not have an establishment or place of business in the PRC or which have such establishment or place of business but the dividends are not effectively connected with such establishment or 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 is regarded as income derived from sources within the PRC. If we are deemed to be a PRC resident enterprise, dividends paid on our ordinary shares or ADSs, and any gain realized from the transfer of our ordinary shares or ADSs, may be treated as income derived from 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 residents and 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 tax arrangements between China and other jurisdictions. If we or any of our subsidiaries established outside China are considered to be a PRC resident enterprise, it is unclear whether holders of our ADSs or ordinary shares would be able to claim the benefit of income tax treaties 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 of the MOF and the SAT on Adjustment of Value-Added Tax Rates, or Circular 32, according to which (i) for VAT taxable sales or imports of 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 was adjusted to 16%. Circular 32 became effective on May 1, 2018 and superseded existing provisions which were inconsistent with Circular 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 originally subject 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 deductible VAT 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 results and for financial and operational decision-making purposes. We believe that these measures help us identify underlying trends 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 our past performance and future prospects, and allow for greater visibility with respect to key metrics used by our management in its financial and operational decision- making. 94

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents 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 loss represents net loss before share-based compensation and incentives for apartment sourcing. Incentives for apartment sourcing consist of commissions and lead generation fees related to apartment sourcing. We pay commissions and lead generation fees upfront when the relevant apartment is sourced and amortize such cost on a straight-line basis over the term of the lease with the property owner, which is generally four to six years. Share-based compensation used in the calculation of the adjusted EBITDA and adjusted net loss represents compensation 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 certain employees. The presentation of the non-GAAP financial measures is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with U.S. GAAP. We present the non-GAAP financial measures because they are used by our management to evaluate operating performance and formulate business plans. We believe that the non-GAAP financial measures help identify underlying trends in our business, provide further information about our results of operations, 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 items of income and expense that affect our operations and do not represent the residual cash flow available for discretionary expenditures. Further, the non-GAAP measures may differ from the non-GAAP information used by other companies, including peer 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 evaluating performance. We encourage investors and others to review our financial information in its entirety and not rely on a single financial measure. The table below sets forth a reconciliation of the non-GAAP financial measures for the periods indicated: Year Ended Nine Months Ended December 31, September 30, 2017 2018 2018 2019 RMB RMB US$ RMB RMB US$ (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 52,217 227,339 790,357 110,575 Interest expenses 55,013 163,357 22,854 101,906 252,981 35,393 Income 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)

Results of Operations The 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. The operating results in any period are not necessarily indicative of the results that may be expected for any future period. Year Ended December 31, Nine Months Ended September 30, 2017 2018 2018 2019 RMB % RMB US$ % RMB % RMB US$ % (in thousands, except for percentages) 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 (25,194) (3.8) (110,954) (15,523) (4.1) (71,281) (4.3) (143,601) (20,091) (2.9) expenses

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) Nine Months Ended September 30, 2019 Compared to Nine Months Ended September 30, 2018 Revenues. 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 through organic growth, which contributed to 176.0% of the revenue growth during the period, while the remaining 22.8%, or RMB381.4 million (US$53.4 million), of growth in our revenues in the nine months ended September 30, 2019 was due to an increase in opened apartment units through acquisition of Aishangzu in March 2019. We had 152,809 opened apartment units as of September 30, 2018 and 391,911 opened apartment units as of September 30, 2019.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Operating expenses. Our total operating expenses increased by 206.6% from RMB2,385.2 million in the nine months ended September 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 in operating expenses due to the expansion of 96

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents our apartment network through organic growth and a 17.8% increase in operating expenses due to acquisition of Aishangzu in March 2019, 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 number of opened apartment units. Our rental cost as a percentage of our revenues increased from 77.7% in the nine months ended 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 the nine months ended September 30, 2018 to RMB790.4 million (US$110.6 million) in the same period in 2019, primarily due 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 nine months 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 ended September 30, 2018 to RMB252.3 million (US$35.3 million) in the same period in 2019, which was in line with our business 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 from RMB18.5 million in the nine months ended September 30, 2018 to RMB57.3 million (US$8.0 million) in the same period 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 ended September 30, 2018 to RMB186.3 million (US$26.1 million) in the same period of 2019. The increase was primarily attributable 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 the nine months ended September 30, 2018 to RMB793.7 million (US$111.0 million) in the same period in 2019, primarily due to (i) an increase in the advertising expenses from RMB119.6 million to RMB403.7 million (US$56.5 million) as we increased our advertising efforts in both online and offline channels, such as placing more advertisements on social media and third-party rental listing platforms and in offline public venues to increase our brand awareness and prepare us 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 from RMB45.4 million to RMB145.1 million (US$20.3 million), as we incurred additional commissions and lead generation fees in renting out our apartment units.

General and administrative expenses. Our general and administrative expenses increased by 206.1% from RMB129.3 million in the nine months ended September 30, 2018 to RMB395.8 million (US$55.4 million) in the same period in 2019, primarily due to the hiring of additional personnel for general corporate functions at our headquarters and for regional managerial role.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Technology and product development expenses. Our technology and product development expenses increased by 101.5% 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 research and development personnel to develop our technology system and improve our product and service offerings.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Operating 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 the conversion 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 interest expenses related to rent financing from RMB99.8 million to RMB175.8 million (US$24.6 million), which was driven by the increase in the number of residents who opted for rent financing as we rented out more apartment units and (ii) an increase in interest expenses related to bank loans from RMB2.1 million in the nine months ended September 30, 2018 to RMB77.2 million (US$10.8 million) in the nine 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 related to 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% from RMB812.9 million in the nine months ended September 30, 2018 to RMB2,518.4 million (US$352.3 million) in the same period in 2019. Income tax benefit (expense). Our income tax expense was RMB0.1 million in the nine months ended September 30, 2018 and we 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 ended September 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) in 2018, primarily driven by an expansion of our apartment network. We had 48,671 opened apartment units as of December 31, 2017 and 209,413 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.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 we renovated and opened.

Other operating expenses. Our other operating expenses increased by 534.6% from RMB46.5 million in 2017 to RMB295.1 million (US$41.3 million) in 2018, primarily due to (i) an increase in the cost of services provided to our residents from RMB5.3 million in 2017 to RMB96.8 million (US$13.5 million) in 2018, as we enhanced our service offerings 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 sourcing from RMB7.7 million in 2017 to RMB31.1 million (US$4.3 million) in 2018, as we incurred additional commissions and lead generation fees in sourcing more apartments.

Pre-opening expense. Our pre-opening expense increased by 335.4% from RMB62.1 million in 2017 to RMB270.4 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 2017 to RMB471.0 million (US$65.9 million) in 2018, primarily due to (i) an increase in the advertising expenses from RMB31.6 million to RMB200.7 million (US$28.1 million) as we increased our advertising efforts in both online and offline channels, such as placing more advertisements on third-party rental listing platforms and in offline public venues to increase our brand awareness and prepare us for future expansion, (ii) an increase in payroll cost from RMB27.8 million to RMB175.6 million (US$24.6 million), primarily due to an increase in headcounts and (iii) an increase in incentives for apartment renting from RMB19.4 million to RMB75.3 million (US$10.5 million), as we incurred 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% from RMB50.0 million in 2017 to RMB203.8 million (US$28.5 million) in 2018, primarily due to hiring of additional personnel for general corporate functions at our headquarters and for regional managerial role.

Technology and product development expenses. Our technology and product development expenses increased by 340.5% from RMB25.2 million in 2017 to RMB111.0 million (US$15.5 million) in 2018, primarily due to the expansion of our technology team with additional experienced research and development personnel to develop our technology system 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 to RMB1,221.3 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 and RMB7.0 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 to RMB153.0 million (US$21.4 million). Such increase was driven by the increase in the number of residents who opted for rent financing as we rented out more apartment units. 99

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 13,499 15,719 23,443 35,377 46,472 59,974 82,504 114,519 152,630 176,746 192,268 213,866 and Shenzhen Other 0 0 513 2,422 5,709 13,204 27,189 49,525 83,790 108,603 154,105 192,880 cities

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

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

Three Months Ended March 31, June 30, September 30, December 31, March 31, June 30, September 30, December 31, March 31, June 30, September 30, 2017 2017 2017 2017 2018 2018 2018 2018 2019 2019 2019 (in RMB) Average revenues per rented- 2,291 2,399 2,474 2,480 2,484 2,431 2,362 2,264 2,225 2,166 2,108 out unit per month(1) Average leasing cost per 1,640 1,694 1,737 1,739 1,715 1,672 1,620 1,609 1,599 1,567 1,539 unit per month(2) (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).

100

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Selected Quarterly Results of Operations The following tables set forth our historical unaudited consolidated quarterly results of operations for the periods indicated. You should read the following tables in conjunction with our audited consolidated financial statements and related notes included elsewhere in this prospectus. We have prepared the consolidated quarterly financial information on the same basis as our audited consolidated financial statements. The consolidated quarterly financial information includes all normal recurring adjustments that we consider necessary for a fair representation of our operating results for the quarters presented. For the Three Months Ended March 31, June 30, September 30, December 31, March 31, June 30, September 30, December 31, March 31, June 30, September 30, 2017 2017 2017 2017 2018 2018 2018 2018 2019 2019 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 (14,532) (18,088) (27,100) (39,264) (50,910) (74,791) (101,638) (145,892) (196,513) (275,972) (317,872) amortization Other operating (8,072) (10,564) (13,656) (14,164) (34,226) (67,428) (85,782) (107,705) (121,884) (166,792) (264,183) expenses Pre-opening (2,888) (10,450) (24,454) (24,327) (31,081) (56,643) (93,568) (89,107) (83,321) (32,399) (70,624) expense Sales and marketing (9,181) (12,222) (21,955) (37,633) (49,427) (91,803) (146,651) (183,145) (225,920) (260,172) (307,630) expenses General and administrative (6,562) (9,446) (11,940) (22,012) (25,362) (36,870) (67,075) (74,540) (113,109) (147,135) (135,522) expenses Technology and product (2,767) (4,342) (6,886) (11,199) (13,178) (22,511) (35,592) (39,673) (48,608) (45,187) (49,806) development expenses

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 (441) (2,873) (4,089) convertible loan

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 631 975 1,778 income

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

Income tax benefit/ 112 (112) 2,167 (expense)

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

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents We 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 in revenues in the first quarter. We generally rent out a higher number of apartment units during the graduation season when college students start to look for off-campus rental apartments, leading to higher quarter-over-quarter growth in revenues in the second and third quarter. Given the rapid growth of our business during the periods presented, the quarterly results of operations may not fully reflect the impact of seasonality. Our operating expenses continued to increase over the past eleven quarters as we grew our business and expanded our apartment network. The pre-opening expense in the second quarter of 2019 was lower than the first quarter of 2019 and the second quarter of 2018 primarily because we strategically sourced a substantial number of apartments in the fourth quarter of 2018 in preparation for the first half of 2019, resulting in a lower number of pre-opening apartment units in the second quarter of 2019. As we sourced an increasing number of apartments in the third quarter of 2019, the pre-opening expenses picked up. For the Three Months Ended March 31, June 30, September 30, December 31, March 31, June 30, September 30, December 31, March 31, June 30, September 30, 2017 2017 2017 2017 2018 2018 2018 2018 2019 2019 2019 (in RMB thousands) Other operating expenses: Cost of 950 1,262 1,434 1,693 11,335 26,418 25,350 33,731 56,603 65,861 129,786 services 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 1,023 1,305 2,134 3,193 3,842 5,597 9,097 12,541 15,628 18,319 23,356 apartment sourcing Other 1,714 2,284 2,850 3,345 5,520 10,891 18,545 26,887 12,776 38,288 68,153 expenses

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

For the Three Months Ended March 31, June 30, September 30, December 31, March 31, June 30, September 30, December 31, March 31, June 30, September 30, 2017 2017 2017 2017 2018 2018 2018 2018 2019 2019 2019 (in RMB thousands) Sales and marketing expenses: Advertising 2,396 4,305 8,847 16,024 22,549 39,190 57,882 81,112 120,264 133,720 149,754 expenses 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 3,036 3,613 5,251 7,503 9,251 14,065 22,094 29,891 37,434 45,564 62,134 apartment renting Other 676 503 356 680 446 2,314 9,469 7,151 9,557 23,094 24,300 expenses

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

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document For the Three Months Ended March 31, June 30, September 30, December 31, March 31, June 30, September 30, December 31, March 31, June 30, September 30, 2017 2017 2017 2017 2018 2018 2018 2018 2019 2019 2019 (in RMB thousands) Interest expenses: Interest expenses related to 7,317 10,097 15,084 19,845 22,820 31,659 45,309 53,208 50,066 61,398 64,300 rent financing Other interest 797 659 626 588 555 617 946 8,243 23,454 28,181 25,582 expenses

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

Liquidity and Capital Resources Our 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 have historically 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) and RMB376.5 million (US$52.7 million), respectively, and restricted cash of 102

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents RMB1,378.3 million (US$192.8 million) and RMB1,921.3 million (US$268.8 million), respectively. Our restricted cash represented cash 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 and furnishing our apartment units and paying deposits and rents to property owners. Due to our rapid expansion, we had net cash used in operating activities of RMB114.6 million, RMB1,164.2 million (US$162.9 million) and RMB1,629.3 million (US$227.9 million) in 2017, 2018 and the nine months ended September 30, 2019, respectively. While advance rent payments from our residents is an important source of our operating cash inflow, we also cooperated with financial institutions that provide rent financing to our residents and make upfront payments to us. Such arrangements, while financing activities in substance and recorded as cash inflow from financing activities, constitute an important source of cash inflow to support our business operation. As of September 30, 2019, we had upfront payment from financial institutions in connection with rent financing of RMB3,105.7 million (US$434.5 million) and advance from 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 in 2017, 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 financial institutions that offer lower interest rate and have more stringent credit assessment procedures. We do not expect that the downward trend will have a material adverse effect on our prospective liquidity since we can receive advance payment of rents and deposits from an increasing number of residents who choose not to utilize rent financing and we have diversified funding sources, including bank borrowings, to maintain our liquidity. If our residents early terminate their leases with us, we may be required to return applicable upfront payments to relevant financial institution or return applicable advance rent payment to the residents. In 2017, 2018 and the nine months ended September 30, 2019, the total amount of upfront payment that we returned to financial institutions 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. However, we expect to be able to rent out the vacated apartment units to new residents within a relatively short period of time and collect advance rent payments from the new residents, or receive new upfront payments from financial institutions if the new residents decide to use rent financing solution. As such, we do not believe 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 activities will be sufficient to meet our anticipated working capital requirements and capital expenditures in the ordinary course of business for the next 12 months. We may, however, need additional cash resources in the future if we experience changes in business conditions or other 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 to enhance our liquidity position or increase our cash reserve for expansion of our apartment network or other operational needs, we may seek to issue equity or debt securities or enter into additional credit facilities. The issuance and sale of additional equity would result in further dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all. See "Risk FactorsRisks Relating to Our Business and IndustryOur business requires significant capital to expand our apartment network and renovate and furnish our apartments. Inability to obtain capital through financing or other sources on favorable terms in a timely manner or at all would materially and adversely affect our business, results of operations, financial condition and growth prospects." Our ability to manage our working capital, including receivables and other assets and liabilities and accrued liabilities, may materially affect our financial condition and results of operations. 103

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents The following table sets forth a summary of our cash flows for the periods indicated: Nine Months Ended Year Ended December 31, September 30, 2017 2018 2018 2019 RMB RMB US$ RMB RMB US$ (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 3,081,858 431,168 Net increase (decrease) in cash and 212,470 2,251,532 315,001 1,023,885 (167,746) (23,468) restricted cash Cash and restricted cash at the beginning 1,532 214,002 29,940 214,002 2,465,534 344,941 of the period Cash and restricted cash at the end of the 214,002 2,465,534 344,941 1,237,887 2,297,788 321,473 period Operating Activities Net 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) an increase 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 increase in 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 of RMB173.9 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, adjusted for (i) depreciation and amortization of RMB99.0 million and (ii) changes in operating assets and liabilities. Adjustment for changes in operating assets and liabilities primarily consisted of (i) an increase in deposit to landlords of RMB78.8 million, (ii) an increase in advance to landlords of RMB44.8 million and (iii) an increase in other non-current assets of RMB35.3 million which was partially offset by (i) an increase in advance from residents of RMB91.1 million and (ii) an increase in current and non-current deposits from residents 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 furniture and 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, of RMB1,291.5 million (US$180.7 million), (ii) investment in term deposits of RMB137.3 million (US$19.2 million) and (iii) purchase of short-term investment of 104

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents RMB80.0 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 property and equipment of RMB340.8 million and (ii) purchase of short-term investments of RMB490.1 million, which was partially offset by proceeds 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), including RMB5,060.9 million (US$708.0 million) of upfront payments from financial institutions relating to rent financing and (ii) proceeds from series C-2 redeemable convertible preferred shares of RMB1,500.4 million (US$209.9 million), which was partially offset by repayment 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 attributable to (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 redeemable convertible preferred shares and convertible loan of RMB2,546.4 million (US$356.3 million), which was partially offset by repayment of 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 bank borrowings of RMB1,725.5 million, including RMB1,725.5 million of upfront payments from financial institution relating to rent financing, 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$223.3 million) in 2017, 2018 and the nine months ended September 30, 2019, respectively. Our capital expenditures were primarily in connection with renovation and furnishing of our apartment units. We will continue to make capital expenditures to meet the expected growth of our business. Contractual Obligations and Commitments The following table sets forth our contractual obligations and commitments as of September 30, 2019. Such contractual obligations and commitments were incurred by leasing of apartments and offices under non-cancellable operating leases and our long-term borrowings. Less More 1 - 3 Total than than Years 1 Year 3 Years RMB US$ RMB (in thousands) Apartments 26,501,767 3,707,734 7,501,973 11,849,918 7,149,876 Offices 67,510 9,445 40,750 26,679 81 Long-term borrowings 232,566 32,537 26,119 206,447 105

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Off-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 not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and 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 PRC subsidiaries. If our existing PRC subsidiaries or any newly formed ones incur debt on their behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us. In addition, our wholly foreign-owned subsidiary in China is permitted to pay dividends to us only out of its retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Under PRC law, each of our subsidiaries, our consolidated VIE and its subsidiaries in China are required to set aside at least 10% of its after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of its registered capital. In addition, our wholly foreign-owned subsidiary in China may allocate a portion of its after-tax profits based on PRC accounting standards to enterprise expansion funds and staff bonus and welfare funds at its discretion, and our consolidated VIE and its subsidiaries may allocate a portion of its after-tax profits based on PRC accounting standards to a discretionary surplus fund at their discretion. The statutory reserve funds and the discretionary funds are not distributable as cash dividends. Remittance of dividends by a wholly foreign-owned company out of China is subject to examination by the banks designated by SAFE. Our PRC subsidiaries have not paid dividends and will not be able to pay dividends until they generate accumulated profits and meet the requirements for statutory reserve funds. Inflation Since inception, inflation in China has not materially affected our results of operations. According to the National Bureau of Statistics 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 experiences higher rates of inflation in the future. Quantitative and Qualitative Disclosures about Market Risk Foreign Exchange Risk Substantially all of our revenues and expenses are denominated in Renminbi. The functional currency of our subsidiaries in the PRC, the consolidated VIEs and their subsidiaries is the Renminbi. We use Renminbi as our reporting currency. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized 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 financial instruments to hedge exposure to such risk. Although in general our 106

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents exposure to foreign exchange risks should be limited, the value of your investment in our ADSs will be affected by the exchange rate between the U.S. dollar and the Renminbi because the value of our business is effectively denominated in Renminbi, while our ADSs will 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 PRC government allowed the Renminbi to appreciate by more than 20% against the U.S. dollar between July 2005 and July 2008. Between July 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 that make up the Special Drawing Right, or the SDR, and decided that with effect from October 1, 2016, Renminbi is determined to be a freely usable currency and will be included in the SDR basket as a fifth currency, along with the U.S. dollar, the Euro, the Japanese yen and the British pound. In the fourth quarter of 2016, the Renminbi has depreciated significantly in the backdrop of a surging U.S. dollar and persistent 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$1.00, the first time that the exchange rate of Renminbi to U.S. dollar exceeded 7.0 since 2008. With the development of the foreign exchange market and progress towards interest rate liberalization and Renminbi internationalization, the PRC government may in the future announce further changes to the exchange rate system, and we cannot assure you that the Renminbi will not appreciate or depreciate significantly in value against the U.S. dollar in the future. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the Renminbi and the U.S. dollar in the future. To the extent that we need to convert U.S. dollars into Renminbi for our operations, appreciation of the Renminbi against the U.S. dollar would have an adverse effect on the Renminbi amount we receive from the conversion. Conversely, if we decide to convert Renminbi into U.S. dollars for the purpose of making payments for dividends on our ordinary shares or ADSs or for other business purposes, appreciation of the U.S. dollar against the Renminbi would have a negative effect on the U.S. dollar amounts available to us. We estimate that we will receive net proceeds of approximately US$ million from this offering if the underwriters do not exercise their option to purchase additional ADSs, after deducting underwriting discounts and commissions and the estimated offering expenses 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 of RMB 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 of RMB 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 financial instruments to manage our interest risk exposure. However, we cannot provide assurance that we will not be exposed to material risks due 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 may have their fair market value 107

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents adversely impacted due to a rise in interest rates, while floating rate securities may produce less income than expected if interest rates fall. Critical Accounting Policies, Judgments and Estimates We prepare our financial statements in conformity with U.S. GAAP, which requires us to make judgments, estimates and assumptions. We continually evaluate these estimates and assumptions based on the most recently available information, our own historical experience and various other assumptions that we believe to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from our expectations as a result of changes in our estimates. An accounting policy is considered critical if it requires an accounting estimate to be made based on assumptions about matters that 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 require us to make significant accounting estimates. The following descriptions of critical accounting policies, judgments and estimates should be 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 under the laws of the PRC in January 2015 and November 2016, respectively. Yishui holds the VATS License for internet content provision business, or the ICP License, from the government in order to carry out certain VATS business in China. The equity interests of our consolidated VIEs are legally held by individuals who act as nominee equity holders of the consolidated VIEs on behalf of Xiaofangjian, 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 consent letters, were entered among Zi Wutong, Xiaofangjian and nominee equity holders of Zi Wutong and among Yishui, Xiaofangjian and nominee equity holders of Yishui. Through the contractual arrangements, the nominee equity holders of the consolidated VIEs have granted all their legal rights including voting rights and disposition rights of their equity interests in the consolidated VIEs to Xiaofangjian. The nominee equity holders of the consolidated VIEs do not participate significantly in income and loss and do not have the power to direct the activities of the consolidated VIEs that most significantly impact their economic performance. Accordingly, the consolidated VIEs are considered variable interest entities. In accordance with Accounting Standards Codification ("ASC") 810-10-25-38A, we, through Xiaofangjian, has a controlling financial interest in the consolidated VIEs because Xiaofangjian has (i) the power to direct activities of the consolidated VIEs that most significantly impact the economic performance of con consolidated VIEs; and (ii) the obligation to absorb the expected losses and the right 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 potentially be significant to the consolidated VIEs in the form of service fees under the exclusive business cooperation agreement; (ii) the right to receive all dividends declared by the consolidated VIEs and the right to all undistributed earnings of the consolidated VIEs; (iii) the right to receive the residual benefits of the consolidated VIEs through its exclusive call option to acquire 100% of the equity interests in the consolidated VIEs, to the extent permitted under PRC law. 108

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Accordingly, through Xiaofangjian, the financial statements of the consolidated VIE are consolidated in the consolidated financial statements of us. Under the terms of the contractual arrangements, the consolidated VIEs' nominee equity holders have no rights to the net assets nor have the obligations to fund the deficit, and such rights and obligations have been vested to us. All of the deficit (net liabilities) and net loss 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 eligible employees 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 on a straight-line basis over the requisite service period for the entire award, provided that the cumulative amount of compensation 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, we recognizes compensation cost on a tranche-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. 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 address our internal control and procedures and we were never required to evaluate our internal control within a specified period, and, as a result, we may experience difficulty in meeting these reporting requirements in a timely manner. Our management has not completed an assessment of the effectiveness of our internal control over financial reporting, and our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting. However, in the course of preparing and auditing our consolidated financial statements for the years ended December 31, 2017 and 2018, we and our independent registered public accounting firm identified one material weakness in our internal control over financial reporting as of December 31, 2018. In accordance with reporting requirements set forth by the SEC, a "material weakness" is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our company's annual or 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 for accounting of complex transactions, presentation and disclosure of financial statements in accordance with U.S. GAAP and SEC reporting requirements. We are in the process of implementing a number of measures to address these material weaknesses identified, including: (i) hiring more qualified personnel equipped with relevant U.S. GAAP and SEC reporting experience and qualifications to strengthen the financial reporting function and to set up a financial and system control framework, (ii) implementing regular and continuous U.S. GAAP accounting and financial reporting training programs for our accounting and financial reporting personnel, (iii) establishing effective oversight and clarifying reporting requirements for non-recurring and complex transactions to ensure consolidated financial statements 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 readiness under rule 13a-15 of the Exchange Act and improve overall internal control. We expect that we will incur significant costs in the implementation of such measures. However, we cannot assure you that we will remediate our material weaknesses in a timely manner. 109

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents See "Risk FactorsRisks Related to Our Business and IndustryIf we fail to remediate our material weaknesses and implement and maintain an effective system of internal controls over financial reporting, we may be unable to accurately report our results of operations, 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 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 of 2002, related to the assessment of the effectiveness of the emerging growth company's internal 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 increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Additionally, the ASU will require disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases, including qualitative and quantitative 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)"Targeted Improvements, which allows an additional transition method to adopt the new lease standard at the adoption date, as compared to the beginning of the earliest period presented, and recognize a cumulative-effect adjustment to the beginning balance of retained earnings in the period of adoption. Topic 842 is effective for public companies for annual reporting periods, and interim periods within those years beginning after December 15, 2018. For all other entities, it is effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted. As the Company is an "emerging growth company" and elects to apply for the new and revised accounting standards at the effective date for a private company, ASU 2016-02 will be applied for the fiscal year ending December 31, 2020. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment ("ASU 2017-04"), which simplifies the accounting for goodwill impairment by eliminating Step two from the goodwill impairment test. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess, versus determining an implied fair value in Step two to measure the impairment loss. The guidance is effective for annual and interim impairment tests performed in periods beginning after December 15, 2019. Early adoption is permitted for all entities for annual and interim goodwill impairment testing dates on or after January 1, 2017. The guidance should be applied on a prospective basis. The Company is still evaluating the effect that this accounting standard will have on the consolidated financial statements and related disclosures. 110

INDUSTRY OVERVIEW China's residential rental market China's residential rental market is large and fast growing. In 2018, approximately 200 million people lived in rented housing in China accounting for total rental income of RMB1.8 trillion. This market is expected to grow to RMB3.0 trillion by 2023, according to iResearch. China's tier 1 and tier 2 cities generally offer more vibrant economies, better career prospects and higher income levels, and have generally experienced net population inflows. These cities accounted for RMB1.2 trillion in total rental income in 2018, representing approximately 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 of urbanization is still significantly below that of the US and Japan, which currently stands between 80-90%. China's rate of urbanization is expected 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 seen substantial increases in property prices over the past 20 years. Purchasing a property has thus become increasingly unaffordable: the price for a 100 square meter home ranged from 25 to 36 times of the average annual household income in Beijing, Shanghai and Shenzhen during the first half of 2019, among the highest of the major cities in the world. Due to high price and other factors, people are choosing to purchase homes later in life: the average age of first-time homebuyers 111

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents in China's tier 1 cities (i.e., Beijing, Shanghai, Guangzhou and Shenzhen) has increased from 30 in 2013 to 35 in 2018, implying an additional 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 buy properties to have more disposable income for travel, leisure and entertainment and to give themselves more flexibility for relocation. In 2018, 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 to address housing problems in large cities. A number of supportive policies have been adopted, including granting renters equal access to public 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 increase at 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 market While 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 opportunity for co-living platforms. Pain points of property owners Upgrade costshigh renovation and furnishing costs

Maintenance burdenobligation for ongoing repairs and maintenance

Inefficient rental processsignificant time and efforts required in dealing with agents and potential renters

112

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Vacancy riskrental income loss between two contract periods when current contract expires

Credit risklimited protection in the event that one renter does not pay rent or causes damage to property

Pain points of renters Affordabilitylack of affordable apartments in tier 1 and tier 2 cities, and difficulty in subletting in order to share rental costs

High search costshigh transaction costs and tedious transaction process

Poor housing conditionsno guarantee on housing conditions

Counterparty risksuntrustworthy property owners and agents during contract negotiations and post renting

Lack of servicesno readily available cleaning or maintenance services

How co-living platforms address these pain points Co-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 an efficient transaction process and post-rental services. Through this, co-living platforms address the pain points of both renters and property owners. Affordability is the biggest issue for young renters today, particularly in tier 1 and tier 2 cities. In the conventional residential rental market, the smallest unit available for rent is often an entire apartment, as individual property owners are generally unable or otherwise unwilling to bear the burden and risk of renting out private rooms. Co-living platforms reduce the smallest unit available for rent to a private room (which we term "apartment unit"), thereby providing an affordable alternative. Below is an illustration of the difference in average cost of renting a studio or one-bedroom apartment compared with renting a private room with shared common space from Danke in the same neighborhood in Beijing in the nine months ended September 30, 2019. 113

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 platforms A 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 platforms with a reputation for consistent quality. Consumption upgrade. The current young generation increasingly desires convenience, reliability and quality of products and services. 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, property owners increasingly recognize the proposition they offer. This has seen an increasing willingness of property owners to rent to co-living platforms rather than manage the properties themselves and rent to individual renters. 114

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Currently 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 all residential rental properties in China as of the end of 2018. In the United States and Japan, the percentage of renovated or serviced rental apartments operated by institutions was around 57% and 80%, respectively. We believe this suggests an enormous growth potential for co-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 be provided. Typical renters spend more than ten hours each day at home, and during their stay, they may demand a wide range of services including cleaning, repair and maintenance, laundry, relocation, food delivery, smart home and online insurance, among others. These services represented a nearly RMB2.4 trillion market in China in 2018, according to iResearch. This represents an enormous incremental 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 2 cities as our serviceable addressable market, representing our immediate near term opportunity. We see the provision of value-added services to renters as an incremental opportunity beyond that of the residential rental market.

Source: iResearch 115

BUSINESS Our 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 with comfortable 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 player in each of the 10 cities that we entered into prior to June 30, 2019. We grew the number of apartment units we operated from 2,434 as of December 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 an enormous opportunity within this addressable market, one of the last conventional markets to be touched by technology. China's residential rental market is highly fragmented and inefficient, and one in which both individual property owners and renters suffer from numerous 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 property owners 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 has been the primary focus of our business since our inception in 2015. We source and lease apartments from individual property owners on a long-term basis, design, renovate and furnish such apartments in a standardized and stylish manner, and rent them out to individual residents, 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 entire buildings or floors in a building, transform them into dormitory-style apartments, and rent them to corporate clients for employee accommodation. For all of our residents, we provide high-quality one-stop services, including cleaning, repair and maintenance, WiFi as well 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 the core of our technology system is our proprietary artificial intelligence decision engine, or "Danke Brain," which makes real-time and unbiased 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 and neighborhoods, and improves from each transaction and interaction. It reduces our reliance on local 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 everything together, our IT infrastructure digitizes our business operation 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 of apartments, neighborhoods and cities. Our technology system enables us to make tens of thousands of pricing decisions each day with approximately 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 extensive network of renovation contractors to simultaneously renovate 50,000 apartment units scattered in thousands of neighborhoods across 13 cities and maintain consistent quality. While the job is carried out locally, we use proprietary 117

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents 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 connect and benefit property owners, residents and third-party service providers. Their interaction forms a virtuous cycle, while also providing us with significant monetization opportunities. Our disruptive business model has enabled us to achieve unparalleled growth, operational excellence and customer satisfaction. We are particularly proud of the following achievements, where in each case we ranked the highest amongst our peers, according to iResearch:

(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.

We currently generate revenues primarily from rents and service fees. Our revenues increased by 307.3% from RMB656.8 million in 2017 to RMB2,675.0 million (US$374.3 million) in 2018, and by 198.8% from RMB1,673.0 million in the nine 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 stong performance, but also places us in a unique position 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 rental market, where finding an apartment is inconvenient and quality of 118

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents apartments and services is inconsistent. Our business model features centralization, standardization and online experience. We centralize the operation of apartments sourced from property owners, and provide apartment units with standardized design, renovation and furnishing to our residents, along with high-quality, reliable one-stop services. Our entire business process is empowered by technology to 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-growing co-living platform in China, according to iResearch, with a CAGR of 359.7% in the number of apartment units we operated from December 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 operated 406,746 apartment units of Danke Apartment, and established operations in 13 tier 1 and tier 2 cities in China. We had cumulatively served 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 Meadin Academy, CRIC and Ruihe. We have been invited to assist the Ministry of Housing and Urban-Rural Development in China with setting industry 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-quality apartments 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 more data over time, our Danke Brain is continuously enhanced, which improves our ability to serve our residents and property owners. The aforementioned 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 our technology system is our proprietary artificial intelligence decision engine, Danke Brain, which makes real-time and unbiased decisions based on data analytics. Danke Brain is supported, trained and improved by our big data platform, which continually processes and structurizes a massive amount of data. In addition, our comprehensive IT infrastructure digitizes our business operations and enables our employees 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 through analytics of multi-dimensional rental-related data. It enables us to derive holistic insight into the rental market and formulate optimal strategies with different priorities for each neighborhood based on its unique trait. In Chengdu, the last city we entered into in 2018, the number of apartment units we operated reached 20,000 within only 12 months, whereas it took us 31 months to achieve such scale in Beijing, our first city. 119

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Effective 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 of apartment conditions and analytics of rental-related data in real time, which significantly improves the efficiency of our lease negotiation process. In the nine months ended September 30, 2019, the accuracy rate of the estimated lease-out price was approximately 95%. Efficient Building. Our system generates renovation plans based on apartment conditions and enables us to track the whole renovation process. This effectively reduced our average renovation and furnishing process to 17-21 days in the six months ended June 30, 2019, which was more efficient than our peers, while maintaining consistent quality. We can effectively manage an extensive network of renovation contractors to simultaneously renovate 50,000 apartment units scattered in thousands of neighborhoods across 13 cities. Targeted Renting. We make personalized recommendations of apartment units to potential residents through user profiling. In the six months ended June 30, 2019, our residents signed leases with us after seeing on average 1.8 apartment units, which was the best among our peers, according to iResearch. Tailored Servicing. As our system continues to paint more accurate portraits of our residents, we are able to better understand their 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 local staff, 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 highly standardized modules consisting of multiple options for every aspect of renovation, which can be easily selected and assembled to match 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 quality control, to ensure superior and consistent quality. We handpick environmental-friendly raw materials from designated suppliers to minimize environmental health hazards. We purchase electronic appliances from reputable manufacturers and collaborate with reliable OEMs to manufacture our self-designed furniture. Our quality control team conducts multiple rounds of inspection to ensure that we offer our residents the apartment units of the best quality possible. Before residents move in, we also conduct a strict air quality test to make 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 the support 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 by iResearch in August 2019. 120

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Best-in-class services We strive to provide best-in-class services to our residents. To address the lack of high-quality nationwide service providers, we have built the largest in-house cleaning and maintenance services team, according to iResearch, which enables us to provide superior and consistent services to our residents. We also have a 24/7 resident support team to ensure fast response whenever needed. Our rigorous 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 service system automatically assigns and tracks their requests, and monitors the progress and quality of our services. As our system continues to paint 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 the renewal rate of our residents to 52% for the nine months ended September 30, 2019. Our overall resident satisfaction rate is higher than our 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 deeply rooted in their DNA. They have worked closely in building and operating start-ups for more than a decade, which has made them a cohesive team with a strong entrepreneurial spirit. Our senior management team possesses vision, proven execution capability and complementary expertise. They have worked in renowned multinational corporations, such as Google, LinkedIn, Baidu, Walmart, General Electric and Citi, with broad experience spanning different fields, including technology, operation management, supply chain and finance. Our company has a flat organizational structure, 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 provide services to our customers. For instance, we have entered into certain business cooperation framework agreements with the affiliated entities of Antfin (Hong Kong) Holding Limited, one of our major shareholders, to explore collaboration in payments, financial services and 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, we aim to completely eliminate offline operations with the aid of technology, except for physical renovation and provision of services which by its nature can only be performed offline. For instance, we plan to leverage computer vision to replace onsite inspections and allow property owners to complete the leasing process online; we also aim to substitute in-person apartment tours with virtual reality facilities for potential residents to settle the transaction without paying a visit. In addition, we seek to further improve algorithms to enhance pricing accuracy and 121

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents supply chain management, aiming to achieve higher operational efficiency. Furthermore, we plan to continually develop the artificial intelligence capabilities of our technology system to generate more valuable business intelligence to further refine high-level decision making 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 enormous opportunity 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 apartment network and increase penetration rate by exploring new neighborhoods that accommodate various needs of our residents. We also seek to further expand our geographic coverage to establish strong presence in all tier 1 and tier 2 cities that are economically vibrant and have 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 living environments. We intend to diversify our product portfolios to reach a broader resident base, satisfy their various needs and extend resident lifecycle. For instance, we may offer premium apartments to cater for high-end living needs. We also strive to improve our residents' 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 to our targeted residents, such as promotional activities at university campuses. We aim to further build our brand equity through general brand advertising. We also seek to reinforce our influence and leadership within the industry by assisting the regulatory authorities in formulating 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-party service providers with ample opportunities to serve their various needs. We plan to strengthen and expand our ecosystem by embedding additional third-party service providers, offering a wider spectrum of services to better serve our residents and explore new monetization opportunities, such as IoT smart home, moving services, financial and insurance services, new retail and other local services. In addition, we thrive to empower third-party service providers with our data and technology so they can provide personalized services to our residents. We plan to establish a membership program to further increase user stickiness. As we strengthen and expand our ecosystem, 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, 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 allowing us to act as a demand 122

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents aggregator and providing us with significant monetization opportunities. Our ecosystem continues to expand and attract more participants 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 trivial requests 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 generate 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 relieves our 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 deal with multiple agents, property owners or other service providers.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Best-in-class services. Our in-house services team delivers one-stop services of high quality and to the satisfaction of our residents.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents 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 with numerous monetization opportunities.

Our Products and Service Offerings We offer "Danke Apartment ( )" to individual residents and "Dream Apartment ( )" to corporate clients. Danke Apartment Danke 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 and stylish 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 stable income, who value affordability, consistent quality, efficiency and quality services. In response, we offer fully furnished apartment units that 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 our apartment units. Each private room is secured by a digital door lock. Residents of the private rooms in the same apartment share common spaces such as the living room, 124

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents kitchen and bathroom. We also offer entire apartments to accommodate residents who prefer more space and privacy, with digital door locks installed on the front doors.

Danke ApartmentPrivate Room Danke ApartmentEntire Apartment

Danke ApartmentBedroom Danke ApartmentLiving Room 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 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. The following chart illustrates the rapid growth in the number of apartment units we operated since December 31, 2015. 125

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, repair and maintenance, WiFi and 24/7 resident hotline to address any problem they may have. Residents can submit and track their service requests 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 rigorous training and quality control program for our services team to ensure a consistent high standard of service. We use an online service system 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 resident experience and increase our monetization opportunities, such as IoT smart home, moving services, financial and insurance services, new retail and other local services. Dream Apartment Leveraging 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-style apartments with multiple beds in each room, and rent the rooms out to various corporate clients for employee accommodation. Our corporate clients range from local business owners, such as restaurants and body shops, to large corporations and organizations, such as hotel chains, hospitals and delivery companies. With Dream Apartment, we aspire to improve the living standards of blue-collar workers who have been chronically underserved in expensive cities such as Beijing and Shanghai. We provide value-for-money options to our corporate clients for employee accommodation, thereby improving the living environment of their blue-collar workers and increasing employee satisfaction. 126

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents We 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 rooms and 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 four additional facilities in Beijing and Shanghai that were still under renovation with total planned capacity of 3,808 beds. The budgeted renovation and furnishing cost for the four additional Dream Apartment facilities that are still under renovation is approximately RMB49.6 million (US$6.9 million) in aggregate, of which we had already incurred RMB776.4 thousand (US$108.6 thousand) as of September 30, 2019. We expect to complete renovation for three of these facilities in the fourth quarter of 2019 and the remaining one of these facilities in the first quarter of 2020.

Dream ApartmentBedroom Dream ApartmentHallway

Dream ApartmentPantry Dream ApartmentLounge Our Technology Our 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

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Danke BrainOur 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 agents to 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 what pricemaking 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, we have developed a proprietary artificial intelligence decision engine, "Danke Brain." Compared to the human brain, even the brain of an experienced 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 each day 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 evolvesfor example, as new subway lines are built, startups gather momentum in up and coming business districts, and new grocery stores are coming to gentrified neighborhoods.

Self-learning. It improves from each transaction and each interaction through deep learninghow fast an apartment / room gets rented out and at what price; how many viewings it took; for the viewings that did not convert, what apartments were chosen over this particular one.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Danke Brain interacts with each step of our business process as illustrated in the chart below:

Our Big Data Platform Our 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 the forefront of residential rental market in terms of the richness, depth and comprehensiveness of our data. We have multi-dimensional structured data on more than 100 parameters, all of which are highly relevant to residential rental market. Our data is also closely interrelated 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-related data and demographic data from public and third-party sources. Such data is cleansed, structured, encrypted and centrally stored in our data warehouses, enabling data analytics and data mining. Our IT Infrastructure We 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 of our employees, property owners, residents and third-party service providers. It also provides feedback from our daily operations into the big 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

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Our 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 utilizes location-based data, demographic data and trends, historical and market rental prices to determine where we should devote our resources to and when. It modularizes a city into blocks of 500 × 500 meters, evaluates each block based on over 100 rental-related dimensions, and assigns an attractiveness rating to each block. Such ratings together with other strategic considerations determine our expansion 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 first city, it took us 31 months to achieve 20,000 apartment units. In Chengdu, the last city we entered in 2018, we reached the same number within only 12 months. The following chart shows the organic growth in the number of apartment units we operated during the first twelve months after we entered into a city. 130

High Speed of Organic Expansion into New Cities

Sourcing Lead Generation We source apartments from property owners primarily through our business development team, or BD team. Our BD team collects leads primarily from our online platform, our call center, as well as third-party online and offline channels. As we become an established brand in China, property owners increasingly reach out to us directly through our online platform or call center, after which our BD team will follow up by visiting the apartments. Intelligent Pricing During 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 cost based on evaluation of the apartment's conditions, and back-calculates how much we can afford to pay the property owner. To facilitate real-time negotiation, the system offers flexibility by instantaneously generating multiple sets of deal terms, including lease term, rental price and escalation over the term of the lease and rent-free period. Our BD team is required to strictly follow the deal terms, which significantly improves the efficiency in lease negotiation. If the property owner chooses to accept an offer, a standardized lease can be signed on the spot using our mobile app. 131

Intelligent Pricing System

As we improve the algorithms and as Danke Brain constantly learns from past transactions, the accuracy of its pricing estimates continuously improves. In the nine months ended September 30, 2019, the accuracy rate of the estimated lease-out price was approximately 95%. BD Team Empowerment Our 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 we perform 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 BD team 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 or city, which are rarely transferrable across cities. Building Our 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 of renovation contractors to simultaneously renovate 50,000 apartment units scattered in thousands of neighborhoods across 13 cities and maintain consistent quality. Design We 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

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents our 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."

Nordic Style Industrial Style

Minimalist Style New Classic Style Our design team has developed a set of standardized renovation modules consisting of multiple options for every aspect of the renovation and furnishing process based on different floor plans and apartment conditions. Our field designers can leverage the Intelligent Renovation System to easily select and assemble the optimal renovation modules to match a particular apartment based on its parameters and condition. This modularized approach enables efficient and massive replication while still keeping our classic "Danke Style" for each of our apartment units. It also optimizes our SKUs, which enables just-in-time deliveries and allows us to procure furniture at favorable cost. As we accumulate more data from daily operations and collect more resident feedbacks, we are able to frequently upgrade our renovation modules to better serve the needs of our residents while also optimizing renovation time and cost. Supply Chain Management Our 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 apartments with 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. 133

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents We 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 plans and automatically place orders with our suppliers. We monitor their progress through our supply chain system and conduct regular evaluations of their quality. We enter into framework agreements with our suppliers and review the performance of the suppliers on an annual 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 be completed. We monitor the entire process online to make sure that the timetable is strictly followed. This allows us to standardize and optimize 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 average time required for such process. In the six months ended June 30, 2019, it generally took 17-21 days for us to renovate and furnish an apartment 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 134

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents efficiency and enjoy better economies of scale as we expand. We effectively reduced the average renovation and furnishing cost to RMB10,404 during the nine months ended September 30, 2019. Average Cost for Renovation and Furnishing(1) Average Days for Renovation and Furnishing (in RMB)

(1) Represents total renovation and furnishing cost for a given period divided by the net addition of apartment units opened in such period; total renovation and furnishing cost incurred in 2017, 2018 and the nine months ended September 30, 2019 was RMB452.8 million, RMB1,860.0 million and RMB1,898.8 million, respectively.

We exert strict quality control during the renovation and furnishing process. See "Quality and SafetyProcurement" and "Inspections." Renting We 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 every incentive to only push for available apartments within the agent's own territory, we centralize the renting process and leverage Danke Brain's user profiling capabilities to make personalized recommendations across neighborhoods within the specific city that a potential resident is interested in, either through tailored online listings or our call center. 135

Danke APP

Once potential residents find apartment units they want to view, they can book an in-person apartment tour with us. We will assign a 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 residents generally know what they are getting even before setting foot in an actual Danke Apartment. They can even place orders online for apartment units that are still under renovation and sign leases in advance. The standardized design coupled with our targeted recommendation reduces the time and effort spent on in-person tours for both the residents and the sales team, while also reducing our reliance 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 of June 30, 2019. All of these metrics are better than our peers, according to iResearch. Servicing We 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 better understand their specific needs, and improve our ability to offer more tailored services. 136

Online Service System

Our business process for Dream Apartment similarly consists of planning, sourcing, building, renting and servicing, albeit on a different scale and timeline. During the planning process, we leverage our Digital City System to identify the best neighborhoods and locations. However, due to the larger ticket size of our Dream Apartment facilities, sourcing is a project-based approval process, and renovation takes months as opposed to days. We primarily rely on our BD team to acquire corporate clients. We derive synergies from data, 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 and security measures to protect the health and safety of our residents when staying with us, which is of paramount importance to us. Procurement We 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 procure these materials from suppliers who send the materials directly to our furniture OEMs and renovation contractors to eliminate the risk of sub-standard materials being used in our apartments. The painted panels and floors from our designated suppliers follow the E0 standard, which is the standard with the lowest formaldehyde level. Each piece of our self-designed furniture is specially designed and manufactured to be durable, recyclable, safe and environmental-friendly. Inspections We 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 moves in. We use a comprehensive checklist of approximately 700 items that covers every aspect of the apartment from water heater to curtains. Among others, strict air quality test is performed using advanced inspection equipment. In rare cases 137

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents where the air quality fails to meet our standard, we will engage a third-party air quality management company to improve the air quality until it satisfies the test. Intelligent Ventilation System We 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 the local 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 for better quality and services. Having voluntarily adopted a self-imposed high standard over the years, we also believe that we will benefit from industry-wide transparency in this regard. Safety and Security Each 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. For Dream 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 bad behaviors who are not welcomed back. Sales and Marketing Property Owner Acquisition We 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 property owners, such as owners of chained budget hotels and small office buildings, as well as real estate developers who prefer to rent out their own properties on a long-term basis. Resident Acquisition We 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 Apartment through our sales team. As to Dream Apartment, we primarily rely on our BD team to search for and acquire corporate clients. Marketing We 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 recognition among target residents. We also offer attractive promotions to fresh graduates, such as deposit-free programs. In addition, we organize networking and social events for our residents, while also promoting our brand and increasing a sense of community. 138

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Lease Arrangements Lease Arrangements with Property Owners We 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 a semi-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 are entitled to sublet the apartments without the need to obtain prior written consent from the property owners. We typically have the right to terminate the lease prior to its expiration if property owners make misrepresentations or breach the lease. In the event of early termination by the property owners, they are typically required to pay certain penalties to us and the residents or corporate clients who rent their apartments from us. We are generally not required to restore the properties to their original conditions at the expiration of the leases, with limited exceptions. The property owners are obligated to ensure that we can properly use the apartments and should indemnify us for any losses caused by their failure to do so. The property owners are liable for any damages to the apartments caused by third parties and we are liable for any damages caused by our improper use of the apartments. Lease Arrangements with Our Residents Our 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 lease term. A resident cannot sublet the apartment unit without our prior written consent. If a resident seeks to terminate the lease prior to its expiration, he or she is generally required to pay us certain penalties. We have the right to terminate the lease and charge our resident penalties if the resident is delinquent on rent payment for seven days or longer, interfere with other residents' use of the apartment or conduct 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 opts for rent financing, we will connect the resident with a financing institution we cooperate with. The financial institution will perform a credit assessment on the resident, and if approved, will communicate financing terms and enter into financing agreements with the resident. To ensure proper use of the funds, the financial institutions will make upfront payment to us, and the residents will pay back the loan to the financial institutions in monthly installments. We pay the corresponding interest to the relevant financial institutions. In the event of the early termination of a resident's lease or a resident's default on repayment of monthly installments, we are required to return the upfront payment for the remaining lease term to the relevant financial institution. In the event of resident delinquency, we have the right to terminate the lease and reclaim the apartment unit. For more information regarding rent financing, see "Management's Discussion and Analysis of Financial Condition and Results of OperationsKey Components of Results of OperationsInterest Expenses." Lease Arrangements with Corporate Clients Our 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 prior written consent. The termination clause of the leases for Dream Apartment is generally similar to that of Danke Apartment. 139

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Data Privacy and Security We are committed to protecting data privacy. We collect and store personal information and other data during our daily operations with prior consent in accordance with applicable laws and regulations. Whenever a property owner or resident registers on or logs into our online platform, they can review our data usage and privacy policy, which sets forth how we collect, process and use their data and the measures we implement to protect the privacy of their data. We undertake to keep their data private and secured and use every means to make sure that we do not disclose or leak such information to any third party without their express consent unless required by law. We have established and implemented strict internal policies on data collection, processing, usage, storage and transmission. We encrypt all the data we collect and strictly limit and monitor employee access to such data. We also use Alibaba Cloud security system to improve data security and facilitate the prevention of unauthorized use, leak or loss of the data. In addition, we use third-party cybersecurity company to conduct regular penetration test to identify weaknesses in our system and evaluate its security. Whenever an issue is discovered, we take prompt actions to upgrade our system and mitigate any potential problems that may undermine the security of our system. We believe our policies and practice with respect to data privacy and security are in compliance with applicable laws and with prevalent industry practice. Intellectual Property We regard our trademarks, copyrights, patents, domain names, know-how, proprietary technologies and other intellectual property as critical to our success. We currently rely on trademarks, copyrights, trade secret law and confidentiality, invention assignment and non-compete agreements with our employees and others to protect our proprietary rights. As of September 30, 2019, we have registered 171 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 many factors, including our brand recognition and reputation, our ability to source additional apartments and other properties, our ability to retain existing residents and attract new ones, and the robustness of our technology system, particularly our Danke Brain, in supporting our business operations. Our competitors include (i) other co-living platforms, (ii) traditional real estate agents, (iii) real estate developers that rent out their own properties and (iv) hotel and serviced apartments operators. We believe our strong technological capabilities in the residential rental arena set us apart from our competitors. Our extensive apartment network and rapid growth speed have further reinforced our competitiveness. Seasonality We experience seasonality in our business. We generally rent out a higher number of apartment units during the graduation season when 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 the Chinese New Year when these migrants return to work. 140

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Employees 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. The following table sets forth the breakdown of our employees as of September 30, 2019 by function: Number of Function % of Total Employees Sales and marketing 3,272 62.9 Customer service 722 13.9 Technology and product development 686 13.2 General administration 337 6.5 Supply chain 188 3.6 Total 5,205 100.0

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 a result, we have generally been able to attract and retain qualified personnel and maintain a stable core management team. We plan to hire 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 provincial governments for our PRC-based full-time employees, including pension, unemployment insurance, childbirth insurance, work-related injury insurance, medical insurance and housing provident fund. We are required under PRC laws to make contributions from time to time to employee benefit plans for our PRC-based full-time employees at specified percentages of their salaries, bonuses and certain allowances of such employees, up to maximum amounts specified by local governments in China. We enter into employment contracts with 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 labor disputes. Properties and Facilities Our corporate headquarters are located in Beijing, China, where we lease approximately 6,367 square meters of office space. We also maintain other leased offices in Shenzhen, Shanghai, Hangzhou, Tianjin, Wuhan, Nanjing, Guangzhou, Chengdu, Suzhou, Xi'an and Chongqing totaling approximately 3,943 square meters. We owned office buildings in Hangzhou totaling approximately 876 square meters. 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 covers personal injuries of our renters caused by certain types of accidents in a majority of our apartments. We provide social security insurance including pension insurance, unemployment insurance, work-related injury insurance and medical insurance for our employees. We also purchased employer liability insurance and additional commercial health insurance to increase 141

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents insurance 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-man insurance. 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 various legal or administrative claims and proceedings arising from the ordinary course of business. Litigation or any other legal or administrative proceeding, regardless of the outcome, is likely to result in substantial cost and diversion of our resources, including our management's time and attention. 142

REGULATIONS This section sets forth a summary of the most significant rules and regulations that affect our business activities in China. Foreign Investment Law The 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 the Wholly 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 the Partnership Enterprise Law of PRC. Foreign-invested enterprises established before the implementation of this Law may retain the original 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 to negative list management system. The pre-entry national treatment means that the treatment given to foreign investors and their investments at the stage of investment access is not lower than that of domestic investors and their investments. The negative list management 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 the negative list before investing in any restricted fields. Foreign investors' investment, earnings and other legitimate rights and interests within the territory of China shall be protected in accordance with the law, and all national policies on supporting the development of enterprises shall equally apply to foreign-invested enterprises. The Guidance Catalog of Industries for Foreign Investment, or the Foreign Investment Catalog, promulgated by the National Development and Reform Commission, or the NDRC, and the Ministry of Commerce, or the MOFCOM on June 28, 1995 and amended from time to time, listed three categories with regard to foreign investment: "encouraged", "restricted" and "prohibited". Industries not listed 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 negative list. Our business like VATS is under special administrative measures in the Negative List 2019. Regulations on Real Estate Leasing Services General Regulations on Housing Leasing Pursuant to the Administration of Urban Real Estate Law of the PRC, which was promulgated by the Standing Committee in July 5, 1994 and most recently amended in August 27, 2009, a written lease contract shall be entered into between the lessor and the lessee for leasing a property, and the contract shall include the terms and conditions such as the term, purpose and price of leasing and liability 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 following circumstances: (i) the house is an illegal structure;(ii) the house fails to meet mandatory engineering construction standards with respect to safety and disaster preventions; (iii) house usage is changed in violation of applicable regulations; 143

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents and (iv) other circumstances which are prohibited by laws and regulations. The lessor and the lessee shall register and file with the local property administration authority within thirty days after entering into the lease contract and make further registration for changes of such lease (if any). Non-compliance with such registration and filing requirements shall be subject to fines from RMB1,000 to RMB10,000 provided that they fail to rectify within required time limits. In addition, the housing and urban-rural development department of government of provinces, autonomous regions and centrally-administered municipalities may formulate implementation regulations 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 and Ministry of Human Resources and Social Security jointly promulgated the Real Estate Brokerage Management Methods, which took into effect on April 1, 2011 and was revised on April 1, 2016. Pursuant to the Real Estate Brokerage Management Methods, the real estate brokerage refer to the behaviors that real estate brokerage institutions and personnel engaging in the real estate transactions in order to provide intermediary and agency services to the principals and in return for commissions. To qualify as a real estate brokerage institution, a company and its branch offices shall have sufficient number of real estate personnel and file with the construction authorities in respective cities within 30 days after obtaining the business license. Information such as business license and filling documents, 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 estate brokerage 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 on Examinations of Real Estate Agent Professionals which was issued by the Ministry of Human Resources and Social Security and the Ministry of Housing and Urban-Rural Development in June 25, 2015 and came into effect on July 1, 2015, to practice as a qualified real estate agent professional, an individual must obtain a qualification certificate for real estate agent professional. On the contrast, an individual broker who fails to obtain the required qualification certificate will not be permitted to engage in the real estate brokerage agent service. On May 19, 2017, the Ministry of Housing and Urban-Rural Development promulgated the Administrative Measures on House Leasing and Sale (Draft for Comments), or the Measures on Leasing and Sale, which has not been effective. Pursuant to the Measures on Leasing and Sale, the PRC government supports the development of scaled and professional house leasing enterprises. The house leasing enterprises and real estate brokerage agencies shall go through the record-filing formalities with the real estate administrations within 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 conditions and inspect the house on the spot before release the rental information. Further, the real estate brokerage agencies shall be responsible for 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 enterprises and real estate brokerage agencies. Pursuant to the Circular on Accelerating the Development of the House Leasing Market in Large and Medium-Sized Cities with a Net Inflow Population jointly issued by the Ministry of Housing and Urban-Rural Development, National Development and Reform Commission, Ministry of Public Security, Ministry of Finance, Ministry of Land and Resource, People's Bank of China, State Administration of Taxation and China Securities Regulatory Commission on July 18, 2017, the business scope of house leasing enterprise shall uniformly use the term "house leasing" when applying for the 144

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents business 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 shall be 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 for residential purpose. It is silent on whether the living room could be divided for rental or not. According to the Real Estate Brokerage Management Methods, the real estate brokerage institutions and their personnel shall not change the internal structure of houses and divide them for rental. On March 1, 2017, Ministry of Commerce promulgated the Operation and Service Standards of the Rental Apartment (Draft for Comments), or the Operation and Service Standards. According to the Operation and Service Standards, living room can be divided for rental, provided that certain requirements for dividing living room can be satisfied, such as the area after division shall not be less than 10 square meters, the materials used for division shall meet the national requirement and the divided space of living room shall satisfy the 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 limited to Beijing, Shanghai, Hangzhou, Guangzhou, Wuhan, Tianjin, Chengdu, Nanjing, Suzhou and Shenzhen etc., also promulgated regulations or rules governing the operations of house leasing business. We cannot assure you that our operations of dividing room for leasing business will not be deemed as non-compliance with local regulations and we cannot assure you that we will not be subject to any penalties imposed by local regulatory authorities that may materially and adversely affect our business, financial condition and results of operations. Regulation on Centralized Leasing Apartment On June 15, 2018, Beijing Municipal Commission of Housing and Urban-Rural Development, Beijing Municipal Public Security Bureau and Beijing Municipal Commission of Urban Planning, Land and Resource jointly issued the Opinion on Developing Leasing Collective Dormitories for Employees (for Trail Implementation). This Opinion stipulated the requirements of leasing centralized apartment such as: (i) leasing dormitories for employees shall not be sold or by way of lease in disguised form; (ii) the per capital useable 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, is primarily aimed at regulating the construction industry. Pursuant to the Construction Law, the developer shall apply for a construction permit prior to commencement of a construction project, except for small projects below the limit determined by the construction administrative authorities of the State Council. Construction enterprises shall be classified under different qualification grade based on their registered capital, technical professionals, technical equipment and track records of completed construction projects. Construction enterprises may engage in construction activities within the scope of permitted qualification grade. Unauthorized construction that without obtaining construction permit and projects which do not satisfy the criteria for 145

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents commencement 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 Construction Permits of Construction Projects, or the Construction Measures, which took into effect in December 1, 1999 and was amended in July 2001, June 2014 and September 2018, respectively. Under the Construction Measures, construction and decoration of all kinds of buildings and ancillary facilities shall apply for the permission before starting construction project unless the amount investment of the project less than RMB300,000 or the area of the construction project is less than 300 square meters (the administrative department of Housing 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 of separate projects below the applicable limits in order to avoiding the requirement of construction project permit. The violators may be ordered 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 the Telecom Regulations, promulgated by the PRC State Council on September 25, 2000 and last amended on February 6, 2016, is the primary governing law, and sets out the general framework for the provision of telecommunications services by domestic PRC companies. Under the Telecom Regulations, telecommunications service providers are required to procure operating licenses prior to their commencement of operations. The Telecom Regulations distinguish "basic telecommunications services" from VATS. VATS are defined as telecommunications and information services provided through public networks. The Catalogue of Telecommunications Services, or the Telecom Catalogue, was issued as an attachment to the Telecom Regulations to categorize telecommunications services as either basic or value-added. In February 2003 and December 2015, the Telecom Catalogue was updated respectively, categorizing online 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 of Foreign-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-invested telecommunications enterprises in the PRC, or FITEs, must be established as Sino-foreign equity joint ventures, and the geographical area 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 foreign investor in value-added telecommunications business in China must satisfy a number of stringent performance and operational experience requirements, including demonstrating a good track record and experience in operating a value-added telecommunications business. Moreover, approvals from the MIIT and the MOFCOM or their authorized local counterparts must be obtained prior to the operation 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 the internet Measures, most recently amended on January 8, 2011. Under the internet Measures, commercial internet content-related services operators shall obtain an ICP License, from the relevant government authorities before engaging in any commercial internet content-related services operations within China. 146

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents The 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 operate VATS, the qualifications and procedures for obtaining such licenses and the administration and supervision of such licenses. Under these regulations, a commercial operator of VATS must first obtain a VATS License, from MIIT or its provincial level counterparts, otherwise such operator might be subject to sanctions including corrective orders and warnings from the competent administration authority, fines and 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 capital within the validity period of their operating licenses, they shall file an application for update of the operating license to the original issuing authority within 30 days after completing the administration for industry and commerce. Those fail to comply with the procedure may be ordered to make rectifications, issued a warning or imposed a fine of RMB5,000 to RMB30,000 by the relevant telecommunications administrations. We engage in business activities that are VATS as defined in the Telecom Regulations and the Catalog. To comply with the relevant laws and regulations, Yishui (Shanghai) Information Technology Co., Ltd., has obtained the ICP License, which will remain effective until 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 personal information from any abuse or unauthorized disclosure. Internet information in China is regulated and restricted from a national security standpoint. PRC laws impose criminal penalties for any effort to: (i) gain improper entry into a computer or system of strategic importance; (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 the internet in ways which result in a leak of state secrets or a spread of socially destabilizing content, among other things. If an internet information service provider violates any of these measures, competent authorities may revoke its operating license and shut down its websites. Under the Several Provisions on Regulating the Market Order of Internet Information Services, issued by the MIIT in December 2011, an internet information service provider may not collect any personal information on a user or provide any such information to third parties without the user's consent. It must expressly inform the user of the method, content and purpose of the collection and processing of such user's personal information and may only collect information to the extent necessary to provide its services. An internet information service provider is also required to properly maintain users' personal information, and in case of any leak or likely leak of such information, it must take immediate remedial measures and, in the event of a serious leak, report to the telecommunications regulatory authority immediately. Pursuant to the Decision on Strengthening the Protection of Online Information, issued by the Standing Committee of the National People'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, be legal, rational and necessary and be limited to specified purposes, methods and scopes. An internet information service provider must also 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 other measures to prevent the collected personal information from any unauthorized disclosure, damage or loss. Any violation of these laws and regulations may subject the internet information 147

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents service provider to warnings, fines, confiscation of illegal gains, revocation of licenses, cancelation of filings, closedown of websites or even criminal liabilities. Pursuant to the Notice of the Supreme People's Court, the Supreme People's Procuratorate and the Ministry of Public Security on Legally Punishing Criminal Activities Infringing upon the Personal Information of Citizens, issued in April 2013, and the Interpretation of the Supreme People's Court and the Supreme People's Procuratorate on Several Issues regarding Legal Application in Criminal Cases Infringing upon the Personal Information of Citizens, which was issued on May 8, 2017 and took effect on June 1, 2017, the following activities may constitute the crime of infringing upon a citizen's personal information: (i) providing a citizen's personal information to specified persons or releasing a citizen's personal information online or through other methods in violation of relevant national provisions; (ii) providing legitimately collected information relating to a citizen to others without such citizen's consent (unless the information is processed, not traceable to a specific person and not recoverable); (iii) collecting a citizen's personal information in violation of applicable rules and regulations when performing a duty or providing services; or (iv) collecting a citizen's personal information 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 network operator, including internet information services providers among others, to adopt technical measures and other necessary measures in accordance with applicable laws and regulations as well as compulsory national and industrial standards to safeguard the safety and stability of network operations, effectively respond to network security incidents, prevent illegal and criminal activities, and maintain the integrity, confidentiality and availability of network data. The Network Security Law emphasizes that any individuals and organizations that use networks must not endanger network security or use networks to engage in unlawful activities such as those endangering national security, economic order and the social order or infringing the reputation, privacy, intellectual property rights and other lawful rights and interests of others. The Network Security Law has also reaffirmed certain basic principles and requirements on personal information protection previously specified in other existing laws and regulations, including those described above. Any violation 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 Rights Regulations 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 their copyrightable works, which include, among others, works of literature, art, natural science, social science, engineering technology and computer software. Copyright owners enjoy certain legal rights, including right of publication, right of authorship and right of reproduction. The Copyright Law as revised in 2001 extends copyright protection to internet activities and products disseminated over the internet. In addition, PRC laws and regulations provide for a voluntary registration system administered by the Copyright Protection Center 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 January 2013, the software copyright owner may go through the 148

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents registration formalities with a software registration authority recognized by the State Council's copyright administrative department. The software 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 Law adopted by the State Council in 2002 and as most recently amended on April 29, 2014. The Trademark Office of the State Administration for Market Regulation of the PRC handles trademark registrations. The Trademark Office grants a ten-year term to registered trademarks and the term may be renewed for another ten-year period upon request by the trademark owner. A trademark registrant may license its registered trademarks to another party by entering into trademark license agreements, which must be filed with the Trademark Office for its record. As with patents, the Trademark Law has adopted a first-to-file principle with respect to trademark registration. If a trademark applied for is identical or similar to another trademark which has already been registered or subject to a preliminary examination and approval for use on the same or similar kinds of products or services, such trademark application may be rejected. Any person applying for the registration of a trademark may not injure existing trademark rights first obtained by others, nor may any person register in advance a trademark that has already been used by another party and has already gained a "sufficient degree of 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 promulgated by MII on November 5, 2004. According to the Domain Name Measures, the MIIT is in charge of the administration of PRC internet domain names. The domain name registration follows a first-to-file principle. Applicants for registration of domain names shall provide the true, accurate and complete information of their identities to domain name registration service institutions. The applicants will become 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 government authorities, Renminbi is convertible into other currencies for current account items, such as trade-related receipts and payments and payment of interest and dividends. The conversion of Renminbi into other currencies and remittance of the converted foreign currency outside the PRC for of capital account items, such as direct equity investments, loans and repatriation of investment, requires the prior approval 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 companies may not repatriate foreign currency payments received from abroad or retain the same abroad. Foreign-invested enterprises may retain foreign exchange in accounts with designated foreign exchange banks under the current account items subject to a cap set by the SAFE or its local office. Foreign exchange proceeds under the current accounts may be either retained or sold to a financial institution engaged in settlement and sale of foreign exchange pursuant to relevant SAFE rules and regulations. For foreign exchange proceeds under the capital accounts, 149

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents approval from the SAFE is generally required for the retention or sale of such proceeds to a financial institution engaged in settlement and sale of foreign exchange. Under the Notice of the State Administration of Foreign Exchange on Issues Concerning the Foreign Exchange Control for Overseas Investment and Financing and Round-tripping Investment by Chinese Residents through Special Purpose Vehicles, or the SAFE Circular 37, issued by the SAFE and effective on July 4, 2014, PRC residents are required to register with the local SAFE branch prior to the establishment or control of an offshore special purpose vehicle, or SPV, which is defined as offshore enterprises directly established or indirectly controlled by PRC residents for offshore equity financing of the enterprise assets or interests they hold in China. An amendment to registration or subsequent filing with the local SAFE branch by such PRC resident is also required if there is any change in basic information of the offshore company or any material change with respect to the capital of the offshore company. At the 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 as an attachment of Circular 37. Under the relevant rules, failure to comply with the registration procedures set forth in the SAFE Circular 37 may result in restrictions on the foreign exchange activities of the relevant onshore company, including the payment of dividends and other distributions to its offshore parent or affiliates, and may also subject relevant PRC residents to penalties under PRC foreign exchange administration 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 of direct domestic investment and direct overseas investment and simplifies the procedure of foreign exchange-related registration, the investors 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 business license, 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 such changes with the bank located at its registered place after obtaining the approval from or completing the filing with competent authorities. Pursuant to the relevant foreign exchange laws and regulations, the above-mentioned foreign exchange registration with the banks 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 PRC include the Company Law of the PRC, as amended in August 2004, October 2005, December 2013 and October 2018, the Law of Wholly Foreign-owned Enterprises promulgated in April 1986 and amended in October 2000 and September 2016 and its implementation 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 and September 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 the PRC promulgated in April 1988 and amended in October 2000, September 2016 and November 2017 and its implementation regulations promulgated in September 1995 and amended in March 2014, March 2017 and November 2017 respectively. The Wholly Foreign- owned Enterprise 150

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Law, the Sino-Foreign Equity Joint Venture Law of the PRC and the Sino-Foreign Cooperative Joint Venture Law of the PRC will be replaced by the Foreign Investment Law on January 1, 2020. Under the current regulatory regime in the PRC, foreign-invested enterprises in the PRC may pay dividends only out of their retained earnings, if any, determined in accordance with PRC accounting standards and regulations. A PRC company is required to set aside as statutory reserve funds at least 10% of its after-tax profit, until the cumulative amount of such reserve funds reaches 50% of its registered capital unless laws regarding foreign investment provide otherwise. A PRC company shall not distribute any profits until any losses from prior fiscal years have been offset. Profits retained from prior fiscal years may be distributed together with distributable profits from the current fiscal year. Regulations on Taxation Enterprise Income Tax On March 16, 2007, the SCNPC promulgated the Corporate Income Tax Law of PRC, or the EIT Law, which was amended on February 24, 2017 and December 29, 2018. On December 6, 2007, the State Council enacted the Regulations for the Implementation for the Corporate Income Tax Law of PRC, which came into effect on January 1, 2008 and was amended in April 2019. Under the EIT Law and its implementing regulations, both resident enterprises and non-resident enterprises are subject to tax in the PRC. Resident enterprises are defined as enterprises that are established in China in accordance with PRC laws, or that are established in accordance with the laws of foreign countries but are actually or in effect controlled from within the PRC. Non-resident enterprises are defined as enterprises that are organized under the laws of foreign countries and whose actual management is conducted outside the PRC, but have established institutions or premises in the PRC, or have no such established institutions or premises but have income generated from inside 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 formed permanent establishment or premises in the PRC but there is no actual relationship between the relevant income derived in the PRC and the established institutions or premises set up by them, enterprise income tax is set at the rate of 10% with respect to their income sourced 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 and came into effect on January 1, 1994, were subsequently amended on November 10, 2008 and came into effect on January 1, 2009 and were most recently amended on February 6, 2016 and November 19, 2017. The Implementation Rules for the Provisional Regulations the PRC on Value-added Tax (Revised in 2011) were promulgated by the Ministry of Finance on December 25, 1993 and subsequently amended on December 15, 2008 and October 28, 2011, or collectively, the VAT Law. On November 19, 2017, the State Council promulgated The Decisions on Abolition of the Provisional Regulations of the PRC on Business Tax and Revision of the Provisional Regulations of the PRC on Value-added Tax, or Order 691. According to the VAT Law and Order 691, all enterprises and individuals engaged in the sale of goods, the provision of processing, repair and replacement services, sales of services, intangible assets, real property and the importation of goods within the territory of the PRC are the taxpayers of VAT. The VAT tax rates generally applicable are simplified as 17%, 11%, 6% and 0%, and the VAT tax rate applicable to the small-scale taxpayers is 3%. The Notice of the Ministry of 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 jointly promulgated the Announcement on Policies for Deeping the 151

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents VAT Reform or Notice 39, which came into effect on April 1, 2019. Notice 39 further changes the VAT tax rates of 16% and 10% to 13% and 9%, respectively. Regulations on Employment and Social Welfare Labor 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 shall develop and improve its labor safety and health system, stringently implement national protocols and standards on labor safety and health, 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 on December 28, 2012, is primarily aimed at regulating rights and obligations of employer and employee relationships, including the establishment, performance and termination of labor contracts. Pursuant to the Labor Contract Law, labor contracts shall be concluded in writing if labor relationships are to be or have been established between employers and the employees. Employers are prohibited from forcing employees to work above certain time limit and employers shall pay employees for overtime work in accordance to national regulations. In addition, employee wages shall be no lower than local standards on minimum wages and shall be paid to employees timely. The Labor Contract Law also imposes stringent requirements on the use of employees of temp agencies, who are known in China as "dispatched workers". Dispatched workers are entitled to equal pay with fulltime employees for equal work. Employers are only allowed to use dispatched workers for temporary, auxiliary or substitutive positions, and the number of dispatched workers may not exceed 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, the Provisional Measures for Maternity Insurance of Employees of Corporations implemented on January 1, 1995, the Decision of the State Council for the Establishment of a Unified Basic Pension Plan for Enterprises Employees issued on July 16, 1997, the Decisions on the Establishment of the Medical Insurance Program for Urban Workers of the State Council promulgated on December 14, 1998, the Unemployment 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 covering pension 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 in April 1999 and amended in March 2002 and March 2019, respectively, employers must register at the designated administrative centers and open bank accounts for depositing employees' housing funds. Employer and employee are also required to pay and deposit housing funds, 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 152

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents senior management who participate in any stock incentive plan of an publicly-listed overseas company and who are PRC citizens or non-PRC citizens residing in China for a continuous period of no less than one year, subject to a few exceptions, are required to register with SAFE through a qualified domestic agent, which may be a PRC subsidiary of such overseas listed company, and complete certain other procedures. In addition, the State Administration of Taxation, or the SAT, has issued certain circulars concerning employee stock options and restricted shares. Under these circulars, employees working in the PRC who exercise stock options or are granted restricted shares will be subject to PRC individual income tax. The PRC subsidiaries of an overseas listed company are required to file documents related to employee stock options and restricted shares with relevant tax authorities and to withhold individual income taxes of employees who exercise their stock option or purchase restricted shares. If the employees fail to pay or the PRC subsidiaries fail to withhold income tax in accordance with relevant laws and regulations, the PRC subsidiaries may face sanctions imposed by the tax authorities or other PRC governmental authorities. M&A Rules and Overseas Listing On August 8, 2006, six PRC governmental and regulatory agencies, including the MOFCOM and the China Securities Regulatory Commission, or the CSRC, promulgated the Provisions on Merger and Acquisition of Domestic Enterprises by Foreign Investors, or the M&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 or controlled by PRC companies or individuals, or PRC Citizens, intends to acquire equity interests or assets of any other PRC domestic company affiliated with the PRC Citizens, such acquisition must be submitted to the MOFCOM for approval. The M&A Rules also requires that an offshore SPV formed for overseas listing purposes and controlled directly or indirectly by the PRC Citizens shall obtain the approval of the CSRC prior to overseas listing and trading of such SPV's securities on an overseas stock exchange. 153

MANAGEMENT Directors and Executive Officers The following table sets forth certain information relating to our directors and executive officers as of the date of this prospectus. Name Age Position/Title Derek Boyang Shen 46 Chairman Jing Gao 36 Co-Founder, Director and Chief Executive Officer Yan Cui 37 Co-Founder, Director and President Wenbiao Li 52 Director Erhai Liu 51 Director Xian Chen** 38 Director Gang Ji 44 Director William Wang 44 Director Edwin Fung* 55 Independent Director Jianping Ye* 58 Independent Director Michael Guodong Gu 44 Chief Operating Officer Jason Zheng Zhang 45 Chief Financial Officer Bing Yu 34 Chief Technology Officer Lillian 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.

Mr. Derek Boyang Shen is our chairman of board of directors and the angel investor of us. Mr. Shen is a successful serial entrepreneur and investor and has extensive experience in the internet industry. Mr. Shen served as the president of LinkedIn China and a global vice president of LinkedIn from 2014 to 2017. Prior to that, he founded Nuomi and served as its chief executive officer from 2010 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 of business development of Google China. Prior to Google, he held various senior technical leadership roles at Yahoo! and two other internet companies in the U.S. Mr. Shen obtained dual bachelor's degrees in business administration and environmental chemistry from Nankai University in 1996. He obtained his master's degree in computer science from University of California, Los Angeles (UCLA) in 2000. Mr. Jing Gao is our co-founder, director and chief executive officer. Mr. Gao has more than a decade of experience in the internet industry and as a successful serial entrepreneur. Prior to co-founding our company, Mr. Gao served as the chief executive officer of Sun0101.com, an advertising technology company in 2014. From 2013 to 2014, he worked as the head of business intelligence and business analytics system of Nuomi, where he was also responsible for developing new business opportunities. Prior to that, Mr. Gao was the chief of staff to the president of OkBuy, a leading e-commerce company in China, from 2011 to 2013. He worked as a search engine 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 majored in 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. Prior to co-founding our company, Mr. Cui served as an operation manager at the online business department of New Oriental from 2011 to 2015. He worked at Baixing.com from 2006 to 2009, where he was responsible for online sales and marketing and data 154

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents analytics. 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 2008 and as a managing partner of Kaiwu Walden Capital, L.P. since 2013. Mr. Li also serves as a director of Union Optech Co., Ltd. a company listed on the Shenzhen Stock Exchange and Best, Inc., a company listed on the NYSE. From 2004 to 2007, Mr. Li served as a director of mobile engineering at Google. From 2000 to 2003, Mr. Li served as a vice president of engineering at Skire, Inc. Mr. Li obtained a bachelor's degree in computer engineering from Huazhong University of Science and Technology, a master's degree in computer 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 served as a director of Bitauto Holdings Limited, a company listed on the NYSE, since 2005, and of Luckin Coffee, Inc., a company listed on NASDAQ, since 2018. Before founding Joy Capital in 2015, Mr. Liu worked for Legend Capital from 2003 to 2015, where he served as a managing director and led the TMT and innovative consumption team. Mr. Liu obtained a bachelor's degree in communication engineering from Guilin University of Electronic Technology in 1990, a master's degree in communication and information system from Xidian University in 1994, an MBA degree and a master's degree in global finance from Fordham University in 2003, and a master's degree 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. Prior to joining CMC Capital in 2013, Mr. Chen worked at Providence Equity Asia from 2009 to 2013. From 2004 to 2009, he worked at Morgan Stanley Private Equity Asia. Mr. Chen obtained a bachelor's degree in electronics engineering from Tsinghua University in 2003. Mr. Gang Ji has served as our director since 2019. Mr. Ji has served as a vice president of Ant Financial since 2016. He is currently a director of AGTech Holdings Ltd., a company listed on the Hong Kong Stock Exchange, and Cellular Biomedicine Group, Inc., a company listed on NASDAQ. Prior to joining Ant Financial, he served as a vice president of Alibaba Group from 2008 to 2016. Prior to that, Mr. Ji served as a vice president of Agile Partners from 2003 to 2007. He worked as an investment associate of New Margin Ventures from 2000 to 2003. He worked at KPMG from 1997 to 2000. Mr. Ji obtained a bachelor's degree in international business 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, a company 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 the private equity group of China International Capital Corporation Limited (CICC). Mr. Wang obtained dual bachelor's degrees in management engineering and computer science and a master's degree in management science and engineering from Shanghai Jiao Tong University 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 on Form F-1, of which this prospectus is a part. Mr. Fung is a professional accountant and fellow members of the Hong Kong Institute of Certified Public Accountant and the Association of Chartered Certified Accountants of United Kingdom. Mr. Fung is also an independent director of Wanda Sports Group Company Limited, a company listed on NASDAQ and a director of Beijing Vantone Real Estate Co., Ltd., a company listed on the Shanghai Stock Exchange. 155

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents He has over 30 years of professional experience in financial auditing, corporate finance and internal control compliance. Mr. Fung worked at KPMG from 1986 to 2017, where he was a vice chairman and a member of the management committee of KPMG China prior to his retirement. In 2012, Mr. Fung became the senior partner of KPMG Northern China region and the senior partner of Beijing office. Prior to that, Mr. Fung was the founding chairman of KPMG's Global China Practice and was responsible for establishing local China practice in 40 countries around the world from 2010 to 2011. He became a partner of KPMG in 1999. Mr Fung has a diploma in Accounting 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 on Form 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 business and public management education. Since 2001, Mr. Ye has been a chair professor at the Department of Land and Real Estate Management of Renmin University of China, where he was an associate professor from 1994 to 2001. Mr. Ye is an expert consultant to both the Ministry of Housing and Urban-Rural Development and Ministry of Natural Resources of China. He also serves as an executive director of the Global Chinese Real Estate Congress and an executive director of the China Land Science Society. He is also an Honorary Professor at the Department of Real Estate and Construction of The University of Hong Kong. Mr. Ye obtained a bachelor's degree in aerial survey and remote sensing technology from Wuhan University in 1984, a master's degree in enterprise management 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 2013 to 2019 with his last position being the vice president of sales. He served as the national sales director of Sino-American Tianjin SmithKline & French Laboratories, a joint-venture invested by GlaxoSmithKline, from 2008 to 2013. Mr. Gu served as the chief operating 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 worked at Procter & Gamble from 1997 to 2001, with his last position being a regional general manager. Mr. Gu obtained a bachelor's degree in information 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 Citigroup Global Markets Asia Limited from 2007 to 2019, with his last position being a managing director and the chief operating officer of China investment banking division. From 2005 to 2007, he served as a manager and senior manager of the investment banking division of BNP Prime Peregrine. He worked at the head office of China Ocean Shipping (Group) Company from 1996 to 2003. Mr. Zhang obtained 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 architect and 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 at Baixing.com, with his last position being the head of engineering. Mr. Yu obtained a bachelor's degree in electronics engineering from Fudan 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 resources officer and a group vice president of SF Express from 2016 to 2019. Prior to that, she served as the senior vice president of human resources of Renren Inc. from 2012 to 2016. From 2004 to 2012, she served as the head of human resources in the North Asia region of Nokia. Prior to that, she served as a business and human resource director of Hewlett-Packard 156

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Enterprise from 1999 to 2004. From 1994 to 1999, Ms. Liu served as the head of human resources in the Greater China region of Nortel Networks. 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 on Form 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 a director. A director may vote with respect to any contract or any proposed contract or arrangement in which he is interested, and if he does 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 or proposed contract or arrangement is considered, provided (a) such director has declared the nature of his interest at the meeting of the board at which the question of entering into the contract or arrangement is first considered if he knows his interest then exists, or in any other 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 general notice and (b) if such contract or arrangement is a transaction with a related party, such transaction has been approved by the audit committee. The directors may exercise all the powers of the company to borrow money, to mortgage or charge its undertaking, property and uncalled capital, and to issue debentures or other securities whenever money is borrowed or as security for any debt, liability or obligation of the company or of any third party. None of our non-executive directors has a service contract with us that provides for benefits 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. Our directors also have a duty to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. In fulfilling their duty of care to us, our directors must ensure compliance with our post-offering amended and restated memorandum 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 memorandum and articles of association.

Terms of Directors and Executive Officers

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Our directors may be elected by a resolution of our board of directors, or by an ordinary resolution of our shareholders, pursuant to our post-offering amended and restated memorandum and articles of association. For so long as YIHAN HOLDINGS LIMITED and its affiliated entities collectively hold no less than 50% of the voting power of us, Jing Gao shall be entitled to nominate or 157

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents propose the removal or replacement of a majority of the directors by delivering a written notice to us, and our directors shall procure to pass the relevant resolutions to give effect to such appointment, removal or replacement. Each of our directors will hold office until his or her successor takes office or until his or her earlier death, resignation or removal or the expiration of his or her term as provided in the written agreement with our company, if any. A director will cease to be a director if, among other things, the director (i) dies, or becomes 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 three consecutive board meetings and our directors resolve that his office be vacated; or (v) is removed from office pursuant to provisions of our post-offering amended and restated memorandum and articles of association. Our officers are elected by and serve at the discretion of the board of directors. Pursuant to our shareholders agreement dated October 28, 2019 and our tenth amended and restated memorandum and articles of associations effective as of October 28, 2019, we have granted each of Antfin (Hong Kong) Holding Limited and/or its affiliated entities, (ii) Internet Fund IV Pte. Ltd. and/or its affiliated entities, (iii) CMC Entities (CMC Downtown Holdings Limited and CMC Downtown II Holdings Limited are collectively referred to in this prospectus as the CMC Entities) and/or its affiliated entities, (iv) Joy Capital Entities (Joy Capital I, L.P., Joy Capital II, L.P., Joy Capital Opportunity, L.P., SUCCESS GOLDEN GROUP LIMITED are collectively referred to in this prospectus as the Joy Capital Entities) and/or their affiliated entities, (v) KIT Cube Limited and/or its affiliated entities, (vi) Primavera Entities (Ducati Investment Limited and Juneberry Investment Holdings Limited are collectively referred 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 YIHAN HOLDINGS LIMITED, SHENGDUO HOLDINGS LIMITED and our co-founders Mr. Jing Gao and Mr. Yan Cui the right to collectively elect, remove and replace three directors on the board. The shareholders agreement and the board representation rights are expected to be terminated upon completion of this offering. We also expect to adopt our eleventh amended and restated memorandum and 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 governance committee. 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 audit committee. 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 the NYSE Listed Company Manual and will meet the criteria for independence set forth in Rule 10A-3 of the United States Securities Exchange Act of 1934, as amended, or the Exchange Act. Our audit committee will consist solely of independent directors within one year of this offering. The audit committee oversees our accounting and financial reporting processes and the audits of our financial statements. Our audit committee 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;

158

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 auditors and 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 principles and financial statement presentations;

reviewing reports prepared by management or the independent auditors relating to significant financial reporting issues and judgments;

discussing earnings press releases with management, as well as financial information and earnings guidance provided to analysts and rating agencies;

reviewing with management and the independent auditors the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on our financial statements;

discussing policies with respect to risk assessment and risk management with management, internal auditors and the independent auditor;

timely reviewing reports from the independent auditor regarding all critical accounting policies and practices to be used by our company, all alternative treatments of financial information within U.S. GAAP that have been discussed with management 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 regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters;

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 Committee Our 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 the meaning 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;

159

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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-based compensation plans;

administering our equity-based compensation plans in accordance with the terms thereof; and such other matters that are specifically delegated to the compensation committee by our board of directors from time to time.

Nominating and Corporate Governance Committee Our 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 corporate governance committee will assist the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The nominating and corporate governance committee will be responsible for, among other things: 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 as independence, knowledge, skills, experience and diversity;

making recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board; and

advising the board periodically with regards to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations, and making recommendations to the board on all matters of corporate governance and on any remedial action to be taken.

Compensation of Directors and Executive Officers In 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 not set aside or accrued any amount to provide pension, retirement or other similar benefits to our directors and executive officers. Our PRC subsidiaries and consolidated VIEs are required by law to make contributions equal to certain percentages of each employee's salary for his 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 committee will 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

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document We have entered into employment agreements with each of our executive officers. Under these agreements, each of our executive officers is employed for a specified time period. We may terminate 160

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents employment for cause, at any time, without advance notice, for certain acts of the executive officer, such as conviction or plea of guilty to a felony or any crime involving moral turpitude, willful misconduct or gross negligence to our detriment, or serious breach of duty of loyalty to us. We may also terminate an executive officer's employment without cause upon three-month advance written notice. In such case of termination by us, we will provide severance payments to the executive officer as expressly required by applicable law of the jurisdiction where the executive officer is based. The executive officer may resign at any time with a three-month advance written notice. Each executive officer has agreed to hold, both during and within two years after the termination or expiry of his or her employment agreement, in strict confidence and not to use, except as required in the performance of his or her duties in connection with the employment or pursuant to applicable law, any of our confidential information or trade secrets, any confidential information or trade secrets of our business partners, or the confidential or proprietary information of any third party received by us and for which we have confidential obligations. The executive officers have also agreed to disclose in confidence to us all inventions, designs and trade secrets which they conceive, develop or reduce to practice during the executive officer's employment with us and to assign all right, title and interest in them to us, and assist us in obtaining and enforcing patents, copyrights and other legal rights for these inventions, designs and trade secrets. In addition, each executive officer has agreed to be bound by non-competition and non-solicitation restrictions during the term of his or her employment and typically for one year following the last date of employment. Specifically, each executive officer has agreed not to (i) approach financial institutions, dealers or other persons or entities introduced to the executive officer in his or her capacity as a representative of us for the purpose of doing business with such persons or entities that will harm our business relationships with these persons 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 of any of our employees who is employed by us on or after the date of the executive officer's termination, or in the year preceding such termination, without our express consent. We intend to enter into indemnification agreements with each of our directors and executive officers. Under these agreements, we may agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or officer of our company. Equity Incentive Plans 2017 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 to attract and retain the services of employees, directors and consultants by providing additional incentive to promote the business of our company. The 2017 stock incentive plan initially provides for an aggregate amount of no more than 75,000,000 ordinary shares to be issued pursuant to options granted under the plan. In January 2019, we amended and restated the 2017 stock incentive plan under which an aggregate amount of no more than 180,849,469 ordinary shares may be issued pursuant to options granted under the plan. In October 2019, we further amended and restated the 2017 stock incentive plan and increased the maximum number of ordinary shares that may be 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

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Administration The 2017 stock incentive plan is administered by our board of directors, a sub-committee of the board or such person or delegates approved and appointed by the board. The administrator determines the provisions and terms and conditions of each equity award. The chief executive officer of the company has been authorized by the board to exercise the powers and rights of the administrator of the plan, 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 of ordinary 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 for such equity award. Generally, the share options shall vest in a four-year period, of which the first 25% of the share options shall vest on the expiry date of a twelve-month period following the date of grant, and the remaining 75% of the share options shall vest in equal monthly installments over the following three years commencing from the vesting date of the first installment. The vesting schedule is subject 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 share options granted under the plan shall be exercisable at the time and under the conditions as determined by the administrator under the terms of the plan, which is stated in the option agreements. However, the share options may not be exercised before the consummation of an initial public offering or a corporate transaction of the company. A "corporate transaction" under the 2017 stock incentive plan is defined as any of the following transactions, provided, however, that the administrator shall determine under parts (iv) and (v) whether multiple transactions are related, and its determination shall be final, binding and conclusive: (i) a merger or consolidation in which the company is not the surviving entity, except for a transaction the principal purpose of which is to change the jurisdiction in which the company is incorporated; (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, 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 the merger into other property, whether in the form of securities, cash or otherwise, or (B) in which securities possessing more than 50% of the total combined voting power of the company's outstanding securities are transferred to a person or persons different from those who held such securities immediately prior to such merger or the initial transaction culminating in such merger, but excluding any such transaction or series of related transactions that the administrator determines shall not be a corporate transaction; 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 50% of the total 162

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents combined voting power of the company's outstanding securities but excluding any such transaction or series of related transactions that the 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 options granted 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 for cause, subject to certain restrictions, all the vested and exercisable share options shall be exercised within 90 days after the date of termination of service, and all the vested but not exercised share options shall be immediately terminated, cancelled and forfeited on the 91 day after the date of termination of service, subject to the administrator's other determination. If the termination of a grantee's service is for cause, any vested but not exercised share options shall be immediately terminated, canceled and forfeited on the date of termination of service, subject to the administrator's other determination. In addition, the company is entitled to certain repurchase rights to 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 outstanding share 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 options shall automatically become fully vested and exercisable and be released from any repurchase or forfeiture rights prior to the specified effective date of a corporate transaction, subject to certain restrictions and exceptions. In the event of a change in control (other than change in control which is also a corporate transaction), the administrator shall determine whether each outstanding share option under the plan shall automatically become fully vested and exercisable and be released from any repurchase or forfeiture rights immediately prior to the specified effective date of a change in control, subject to certain restrictions and exceptions, depending on the administrator's determination with respect to whether provision shall be made for an appropriate assumption of the share option theretofore granted under the plan and for substitution of appropriate new share options. A "change in control" under the 2017 stock incentive plan is defined as a change in ownership or control of the company effected through the following transactions: the direct or indirect acquisition by any person or related group of persons (other than an acquisition from 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-3 of the Exchange Act) of securities possessing more than 50% of the total combined voting power of the company's outstanding securities pursuant to a tender or exchange offer made directly to the company's shareholders which a majority of the directors of the company who are not affiliates or associates of the offer or do not recommend such shareholders accept. Amendment and Termination of Plan The board may at any time amend, suspend or terminate the 2017 stock incentive plan. 163

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Granted Options As the date of the prospectus, we have granted share options to purchase in aggregate of 121,759,066 ordinary shares under the 2017 stock incentive plan, 1,922,700 of which were subsequently repurchased by us on January 16, 2019 pursuant to an option repurchase agreement entered into between and among us and certain grantees of the share options. Such share options repurchased by us were subsequently cancelled. Certain other share options previously granted were also subsequently cancelled. As a result, as of the date of the prospectus, there are 178,022,914 ordinary shares issuable upon the exercise of outstanding share options under the 2017 stock 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. Ordinary Shares Option Exercise Option Name Underlying Price Grant Date Expiration Option Awarded (US$/share) Date December 1, 2017 and Derek Boyang Shen 22,860,782 0.05 February 12, 2028 September 30, 2019 Jing Gao 17,741,716 0.05 September 30, 2019 February 12, 2028 Yan Cui 17,741,716 0.05 September 30, 2019 February 12, 2028 Michael Guodong Gu * 0.05 June 17, 2019 February 12, 2028 Jason Zheng Zhang * 0.05 July 2, 2019 February 12, 2028 Bing Yu * 0.05 September 30, 2019 February 12, 2028 Lillian Jing Liu * 0.05 September 30, 2019 February 12, 2028 * Less than 1% of our outstanding shares.

2019 Equity Incentive Plan In 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 equity awards pursuant to the 2019 equity incentive plan is 230,000,000 initially and shall on each January 1 automatically increase to 2% of the total number of Class A and Class B ordinary shares issued and outstanding on the last day of the immediately preceding fiscal year if the maximum number of Class A ordinary shares may be subject to equity awards pursuant to the 2019 equity incentive plan falls below such limit. Administration The 2019 equity incentive plan is administered by (i) the compensation committee, (ii) such other committee of the board to which the board delegates the power to administer the 2019 equity incentive plan or (iii) the board in the event of the absence of any such committee. Change in Control In the event of a change in control, the administrators may provide for acceleration of equity awards, purchase of equity awards from 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

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Award Agreement All equity awards granted under the 2019 equity incentive plan are evidenced by an award agreement providing for the number of Class A ordinary shares subject to the award, and the terms and conditions of the award, which must be consistent with the 2019 equity incentive 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 a share restriction agreement with our company and our shareholders, pursuant to which a total number of 281,290,000 ordinary shares beneficially owned by such co-founders shall be restricted shares, among which 246,000,000 of such restricted shares are beneficially owned by Mr. Jing Gao and 35,290,000 of such restricted shares are beneficially owned by Mr. Yan Cui. Such share restriction arrangements 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 remaining 75% of such restricted shares shall be vested in equal and continuous monthly installments over the period of 36 months commencing from 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 employment relationship with us or his employment relationship is terminated by us for cause as specified in the share restriction agreement, our company shall have an irrevocable option to repurchase all or part of the unvested restricted shares as of such time from the entity controlled 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 employment relationship with us or under certain other circumstances as specified in the share restriction agreement, our company shall have an irrevocable option to repurchase all of the unvested restricted shares as of such time from the entity controlled by the co-founders at a purchase price of its fair market value for each unvested restricted share. In addition, in such event, all vested restricted shares shall be free of any repurchase right of the company unless agreed otherwise by our company and the leaving founder, however, the leaving founder and the holding entity controlled by him shall appoint us or any person designated by us as its attorney-in-fact in respect of all voting 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 portion of 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 restricted shares. Our company's repurchase option is assignable to our shareholders under certain circumstances. 165

PRINCIPAL SHAREHOLDERS The 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 respect to, or the power to receive the economic benefit of ownership of, the securities. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days, including through the exercise of any option or other right or the conversion of any other security. These shares, however, are not 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 all convertible redeemable preferred shares into ordinary shares. The total number of ordinary shares outstanding after completion of this offering will be , comprising Class A ordinary share and Class B ordinary shares, which is based upon (i) the conversion and re-designation of all of the issued and outstanding 1,448,506,852 preferred shares into 1,448,506,852 ordinary shares on a one-for-one-basis immediately prior to the completion of this offering; (ii) the creation of an additional 47,500,000,000 ordinary shares, to rank pari passu in all respects with the 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 246,000,000 Class B ordinary shares on a one-for-one-basis immediately prior to the completion of this offering; (iv) the reorganization and reclassification 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 to purchase additional ADSs), but excludes (i) 178,022,914 Class A ordinary shares issuable upon the exercise of outstanding share options under our 2017 stock incentive plan; (ii) 96,204,007 Class A ordinary shares reserved for future issuance under our 2017 stock incentive plan; and (iii) 230,000,000 Class A ordinary shares reserved for future issuance under our 166

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents 2019 equity incentive plan, which will become effective upon the completion of this offering. The underwriters may choose to exercise the over-allotment option in full, in part or not at all. Ordinary Shares Beneficially Ordinary Shares Owned After This Beneficially Owned Offering Prior Percentage to This Offering of Percentage total of Class A Class B ordinary aggregate ordinary ordinary shares on an Number Percent voting shares shares as-converted power* basis 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 a 842,802,998 48.7% group Principal Shareholders Internet 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.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents registered 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 "ManagementEquity Incentive PlansShare 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 "ManagementEquity Incentive PlansShare 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.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (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

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents 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.

As of the date of this prospectus, none of our outstanding ordinary shares or convertible redeemable preferred shares is held by record holders in the United States. We are not aware of any of our shareholders being affiliated with a registered broker-dealer or being in 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 CapitalHistory of Securities Issuances" for historical changes in our shareholding. 169

RELATED PARTY TRANSACTIONS Contractual 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 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 financing in China, we established another consolidated VIE, Zi Wutong, during the course of the reorganization in connection with the establishment of Phoenix Tree Holdings Limited. We effectively control each consolidated VIEs through a series of contractual arrangements with such VIEs, its shareholders and Xiaofangjian. For a description of these contractual arrangements, see "Our History and Corporate StructureContractual Arrangements with Consolidated VIEs and Their Shareholders" Private Placements See "Description of Share CapitalHistory of Securities Issuances." Shareholders Agreement See "Description of Share CapitalShareholders Agreement" and "Description of Share CapitalRegistration Rights." Employment Agreements and Indemnification Agreements See "ManagementEmployment Agreements and Indemnification Agreements." Equity Incentive Plans See "ManagementEquity 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 shares of our company, to facilitate his participation in our series A-3 financing offshore. The loan was unsecured, interest-free with a term of five 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 total consideration of US$6.9 million and a total of 27,155,688 series A-3 preferred shares from Joy Capital Entities for a total consideration of US$30.0 million. 170

DESCRIPTION OF SHARE CAPITAL We 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), as amended, 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 par value 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-2 preferred 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 value US$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 preferred shares 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) 136,474,737 Series 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 option in full), excluding (i) 178,022,914 Class A ordinary shares issuable upon the exercise of outstanding options and 96,204,007 Class A ordinary shares reserved for future issuance under our 2017 stock incentive plan as of the closing of this offering; and (ii) 230,000,000 Class A ordinary shares reserved for future issuance under our 2019 equity incentive plan, which will become effective upon the completion of this offering. All of our ordinary shares issued and outstanding prior to the completion of the offering are and will be fully paid, and all of our shares to be issued in the offering will be issued as fully paid. Our authorized share capital post-offering will be US$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 A ordinary 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 offering and will replace our current memorandum and articles of association in its entirety. The following are summaries of material provisions of our post-offering amended and restated memorandum and articles of association and the Companies Law insofar as they relate to the material terms of our Class A and Class B ordinary shares. Ordinary Shares Objects of Our Company. Under our post-offering amended and restated memorandum and articles of association, the objects of our company are unrestricted and 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 of our outstanding ordinary shares are fully paid and non-assessable. Certificates representing the ordinary shares are issued in registered form. Our shareholders who are non-residents of the Cayman Islands may freely hold and vote their ordinary shares. 171

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Dividends The holders of our ordinary shares are entitled to such dividends as may be declared by our board of directors subject to the Companies Law, our articles of association and the common law of the Cayman Islands. In addition, our shareholders may by an ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our directors. Under Cayman Islands law, our company may declare and pay a dividend only out of funds legally available therefor, namely out of either profit or our share premium account, provided that in no circumstances may we pay a dividend if this would result in our company being unable to pay its debts as they fall due in the ordinary course of business. Holders of Class A ordinary shares and Class B ordinary shares will be entitled to 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 matters submitted to a vote by the members at any general meeting of the Company. Each Class A ordinary share shall be entitled to one vote on all matters subject to the vote at general meetings of our company, and each Class B ordinary share shall be entitled to twenty votes on all matters subject to the vote at general meetings of our company. Voting at any meeting of shareholders is by show of hands unless a poll 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 the ordinary shares cast by those shareholders entitled to vote who are present in person or by proxy at a general meeting, while a special resolution requires the affirmative vote of no less than two thirds of votes cast attached to the ordinary shares cast by those shareholders entitled to vote who are present in person or by proxy at a general meeting. Both ordinary resolutions and special resolutions may also be passed by a unanimous written resolution signed by all the shareholders of our company, as permitted by the Companies Law and our post-offering amended and restated memorandum and articles of association. A special resolution will be required for important matters such 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 A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any sale, assignment, disposition or transfer 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 of ultimate beneficial ownership of any Class B ordinary shares to any person who is not an affiliate of the holder of such Class B Ordinary shares, such Class B ordinary shares shall be automatically and immediately converted into the equivalent number of Class A ordinary shares. 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 an instrument of transfer in the usual or common form or any other form approved by our board of directors. 172

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Our 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 the transfer;

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 does not 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 from time 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 was lodged, 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 at such times and for such periods as our board of directors may from time to time determine, provided, however, that the registration of transfers 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 to repay the whole of the share capital at the commencement of the winding up, the surplus will be distributed among our shareholders in proportion to the par value of the shares held by them at the commencement of the winding up, subject to a deduction from those shares in respect of which there are monies due, of all monies payable to our company for unpaid calls or otherwise. If our assets available for distribution are insufficient to repay all of the paid-up capital, the assets will be distributed so that the losses are borne by our shareholders in proportion to the par value of the shares held by them. We are a "limited liability" company registered under the Companies Law, and under the Companies Law, the liability of our members is limited to the amount, if any, unpaid on the shares respectively held by them. Our memorandum of association contains a declaration that the liability of our members is so limited Calls 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. The ordinary 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 to redemption, at our option or at the option of the holders, on such terms and in such manner, including out of capital, as may be determined by the board of directors or by ordinary resolution by our shareholders. Our company may also repurchase any of our shares provided that the manner and terms of such purchase have been approved by our board of directors or by ordinary resolution of our shareholders, or are otherwise authorized by our post-offering memorandum and 173

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents articles of association. Under the Companies Law, the redemption or repurchase of any share may be paid out of our company's profits or out of the proceeds of a fresh issue of shares made for the purpose of such redemption or repurchase, or out of capital (including share premium account and capital redemption reserve) if the company can, immediately following such payment, pay its debts as they fall 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 the company 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 to the provisions of the Companies Law, be varied with the consent in writing of the holders of two-thirds of the issued shares of that class or with the sanction of an special resolution passed at a general meeting of the holders of the shares of that class. The rights conferred upon 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 general meeting as our annual general meeting in which case we shall specify the meeting as such in the notices calling it, and the annual general 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 is required for the convening of our annual general shareholders' meeting and any other general meeting of our shareholders. A quorum required for a meeting of shareholders consists one or more holders holding shares which carry in aggregate not less than a majority of all votes attaching to all of the issued and outstanding ordinary shares present in person or by proxy and entitled to vote at general meetings. The Companies Law provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting. However, these rights may be provided in a company's articles of association. Our post-offering memorandum and articles of association provides that upon the requisition of any one or more of our shareholders who together hold shares which carry in aggregate not less than one-third of all votes attaching to the issued and outstanding shares of our company entitled to vote at general meetings, our board will convene an extraordinary general meeting and put the resolutions so requisitioned to a vote at such meeting. However, our post-offering memorandum and articles of association do not provide our shareholders with any right to put any proposals before annual general meetings or extraordinary general meetings not called 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 of shareholders or our corporate records. See "Where You Can Find More Information." 174

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Changes 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 of smaller 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 any person.

We may by special resolution, subject to the confirmation by the Grand Court of the Cayman Islands on an application by our company, 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 Cayman Islands distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements 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 for 20 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.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document "Limited liability" means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the company(except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil). Upon the closing of this offering, we will be subject to reporting and other informational requirements of the Exchange Act, as applicable to foreign private issuers. 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 of our directors. 175

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Differences in Corporate Law The Companies Law is derived, to a large extent, from the older Companies Acts of England but does not follow recent United Kingdom statutory enactments, and accordingly there are significant differences between the Companies Law and the current Companies Act of England. In addition, the Companies Law differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of the significant differences between the provisions of the Companies Law applicable to us and 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 Islands companies and non-Cayman Islands companies. For these purposes, (i) "merger" means the merging of two or more constituent companies 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 the undertaking, 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 in such constituent company's articles of association. The written plan of merger or consolidation must be filed with the Registrar of Companies of the Cayman Islands together with a declaration as to the solvency of the consolidated or surviving company, a list of the assets and liabilities of each constituent company and an undertaking that a copy of the certificate of merger or consolidation will be given to the members and creditors of each constituent company and that notification of the merger or consolidation will be published in the Cayman Islands Gazette. Court approval is not required for a merger or consolidation which is effected in compliance with these statutory procedures. A merger between a Cayman parent company and its Cayman subsidiary or subsidiaries does not require authorization by a resolution of shareholders of that Cayman subsidiary if a copy of the plan of merger is given to every member of that Cayman subsidiary to be merged unless that member agrees otherwise. For this purpose a company is a "parent" of a subsidiary if it holds issued shares 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 is waived 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 value of his shares upon dissenting to a merger or consolidation. The exercise of appraisal rights will preclude the exercise of any other rights save 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 the arrangement 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 are present and voting either in person or by proxy at a meeting, or meetings, convened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder has the right to express to the court the view that the transaction ought not to be approved, the court can be expected to approve the arrangement if it determines that: the statutory provisions as to the required majority vote have been met;

176

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 respect of 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" of dissentient minority shareholder upon a tender offer. When a tender offer is made and accepted by holders of 90% of the shares within four months, the offeror may, within a two-month period commencing on the expiration of such four month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands 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 or collusion. If an arrangement and reconstruction by way of scheme of arrangement is thus approved and sanctioned, or if a tender offer is made and accepted in accordance with the foregoing statutory precedures, the dissenting shareholder would have no rights comparable to appraisal rights, which would otherwise ordinarily be available to dissenting shareholders of Delaware corporations, providing rights to 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 minority shareholder. 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 majority vote 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 Liability Cayman 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 and articles 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's dishonesty, willful default or fraud, in or about the conduct of our company's business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such director or officer in defending (whether successfully or otherwise) any civil proceedings concerning our company or its affairs in any court whether in the Cayman Islands or elsewhere. This standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation. In addition, we intend to enter into indemnification agreements with our directors and senior executive officers that will provide such persons with additional indemnification beyond that provided in our amended and restated memorandum and articles of association. 177

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Insofar 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 against public 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 or prevent 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 they believe 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, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires 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 use his or her corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, a director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation. As a matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company and therefore it is considered that he or she owes the following duties to the companya duty to act bona fide in the best interests 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 a third party and a duty to exercise powers for the purpose for which such powers were intended. A director of a Cayman Islands company owes to the company a duty to act with skill and care. It was previously considered that a director need not exhibit in the performance of his or her duties a greater degree of skill than may reasonably be expected from a person of his or her knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands. 178

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Shareholder Action by Written Consent Under the Delaware General Corporation Law, a corporation may eliminate the right of shareholders to act by written consent by amendment to its certificate of incorporation. Cayman Islands law and our post-offering amended and restated articles of association provide that shareholders may approve corporate matters by way of a unanimous written resolution signed by or on behalf of each shareholder 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 of shareholders, provided it complies with the notice provisions in the governing documents. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings. The Companies Law provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting. However, these rights may be provided in a company's articles of association. Our post-offering memorandum and articles of association allow any one or more of our shareholders who together hold shares which carry in aggregate not less than one-third of the total number of votes attaching to all issued and outstanding shares of our company entitled to vote at general meetings to requisition an extraordinary general meeting of our shareholders, in which case our board is obliged to convene an extraordinary general meeting and to put the resolutions so requisitioned to a vote at such meeting. Other than this right to requisition a shareholders' meeting, our post-offering memorandum and articles of association do not provide our shareholders with any other right to put proposals before annual general meetings or extraordinary general meetings. As an exempted Cayman 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's certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases the shareholder's voting power with respect to electing such director. As permitted under Cayman Islands law, our post-offering amended and restated articles of association do not provide for cumulative voting. As a result, our shareholders 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 cause with 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-offering amended and restated articles of association, by the affirmative vote of a simple majority of the directors present and voting at a board meeting. 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 179

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents such 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 shareholder generally 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 three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of any acquisition 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 the Delaware business combination statute. However, although Cayman Islands law does not regulate transactions between a company and its significant shareholders, it does provide that such transactions must be entered into bona fide in the best interests of the company and for 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 be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation's outstanding shares. Delaware law allows a Delaware corporation to 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 special resolution of its members or, if the company is unable to pay its debts as they fall due, by an ordinary resolution of its members. The court has authority to order winding up in a number of specified circumstances including where it is, in the opinion of the court, just and equitable 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 special resolution of its members or, if the company is unable to pay its debts as they fall due, by an ordinary resolution of its members. The court has authority to order winding up in a number of specified circumstances including where it is, in the opinion of the court, just and equitable to do so. Under the Companies Law and our post-offering memorandum and articles of association, our company may be dissolved, 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 a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise. Under Cayman Islands law and our post-offering amended and restated articles of association, if our share capital is divided into more than one class of shares, we may 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 or the 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 a majority of the outstanding shares entitled to vote, unless the 180

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents certificate of incorporation provides otherwise. As permitted by Cayman Islands law, our post-offering amended and restated memorandum and articles of association may only be amended by special resolution or the unanimous written resolution of all shareholders. 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 rights of 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 shareholder ownership 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 without preferred, 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 any underwriters' underwriting discounts or commissions, or any public offering. We believe that each of the following transactions was exempt from registration under the Securities Act in reliance on Regulation S or Rule 701 under the Securities Act or pursuant to Section 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 SHENGDUO HOLDINGS 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 on January 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., KIT Cube Limited, Ucommune International Limited and Shaohu Luo for an aggregate consideration of US$14.6 million. A total of 27,155,688 shares of such series A-3 redeemable convertible preferred shares were repurchased by us from Joy Capital I, L.P. on January 16, 2019 for an aggregate consideration of US$30.0 million. A total of 2,714,795 shares of such series A-3 redeemable convertible preferred shares issued to Ucommune International Limited were cancelled on August 23, 2019 and we concurrently issued the same number of series A-3 redeemable convertible preferred shares to Ucommune Group Holdings (Hong Kong) Limited. On March 7, 2017, we also issued a total of 16,967,466 series A-2-I redeemable convertible preferred shares to Shaohu Luo for an aggregate 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, as supplemented by the joinder agreement between Manhua Shi and us, dated November 21, 2017, we agreed to issue 8,144,384 series A-3 redeemable convertible preferred shares to Manhua Shi for an aggregated consideration of US$431,344. In August 2019, we received US$431,344 in cash for the subscription of such Series A-3 redeemable convertible preferred shares. Pursuant to certain share transfer agreement, in which Manhua Shi agreed to transfer her right in such shares to Hupo Harmony Capital Management Ltd, we issued 8,144,384 series A-3 redeemable convertible preferred shares to Hupo Harmony Capital Management Ltd on August 23, 2019. 181

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents On 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 Fund II, 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 shares on 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-2 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., R Capital Growth Fund LP, Vision Plus Capital Fund II, L.P., BAI GmbH and G&M Capital Holding Limited, 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 IV Pte. Ltd. for an aggregated consideration of US$250.0 million. All of such series C redeemable convertible preferred shares were redesignated 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 GOLDEN GROUP LIMITED for an aggregated consideration of US$30.0 million. On the same date, we issued a total of 198,222,513 series C-2 redeemable convertible preferred shares to Antfin (Hong Kong) Holding Limited, Ducati Investment Limited, Joy Capital Opportunity, L.P., CMC Downtown Holdings Limited, Banyan Partners Fund III, L.P. and Banyan Partners Fund III-A, L.P. for an aggregated 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 II Holdings Limited for an aggregated consideration of US$100.0 million. On October 28, 2019, we issued a total of 64,645,928 series D redeemable 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 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 GmbH, G&M Capital Holding Limited, and R Capital Growth Fund LP (collectively, the "2018 Convertible Loan Holders") to obtain a loan of US$20.0 million with a term of 18 months (the "2018 Convertible Loan"). 2018 Convertible Loan Holders are entitled to an option to convert all or part of the outstanding principal of the 2018 Convertible Loan to our preferred shares upon next round of financing. The interest rate of 2018 convertible loan is 8% per annum provided that no interest shall be accrued on the outstanding principal amount, if the entire or any portion of the principal amount is converted to our preferred shares. The conversion price shall be 80% or 70% (if the financing occurs after 12 months from the closing) of the per share price of the next financing. On May 25, 2018, we entered into convertible note conversion agreements with the 2018 Convertible Loan Holders respectively, pursuant to which the 2018 Convertible Loan 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 "ManagementEquity Incentive Plans." 182

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Shareholders 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 right and contains provisions governing the board of directors and other corporate governance matters. These preferential rights, as well as corporate governance provisions, will terminate upon the completion of the offering, expect that certain special rights with respect to confidentiality will not terminate. Registration Rights Pursuant to our eighth amended and restated shareholders agreement dated October 28, 2019, we have granted certain registration rights 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 redeemable convertible preferred shares and series C-2 redeemable convertible preferred shares or (ii) one year following the effective date of our IPO, upon a written request from the holders of at least 20% of the registrable securities then outstanding, we shall, within ten business days after the receipt thereof, give a written notice of such request to all holders and shall, use our best efforts to effect as soon as practicable, the registration under the Securities Act of all registrable securities which the holders request to be registered within 20 days after receipt of our notice, subject to certain limitations. We, however, are not obligated to effect a demand registration if we have already effected a demand registrations, an F-3 demand registration, or a piggyback registration in which holders had an opportunity to participate, within the six-month period preceding the date of the holders' such request, subject to certain exceptions. In addition, we shall 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 our company, subject to certain exceptions, then we shall notify all holders of registrable securities in writing at least 30 days prior to filing any 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 of times 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 effect a 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 have already effected a registration statement within the six-month period preceding the date of the registration request, subject to certain limitations. 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 the participating holders shall bear the expense of any underwriting discounts and selling commissions relating to the offering of their securities. 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 the registrable securities then outstanding. Termination of Registration Rights The registration rights discussed above shall terminate upon the fifth anniversary of this offering. 183

DESCRIPTION OF AMERICAN DEPOSITARY SHARES Citibank, 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 represent ownership interests in securities that are on deposit with the depositary. ADSs may be represented by certificates that are commonly known as "American Depositary Receipts" or "ADRs." The depositary typically appoints a custodian to safekeep the securities on deposit. In this case, the custodian is Citibank, N.A.Hong Kong, located at 9/F, Citi Tower, One Bay East, 83 Hon Hai Road, Kwun Tong, 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 SEC under cover of a Registration Statement on Form F-6. You may obtain a copy of the deposit agreement from the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 and from the SEC's website (www.sec.gov). [Please refer to Registration Number 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 of ADSs. Please remember that summaries by their nature lack the precision of the information summarized and that the rights and obligations of an owner of ADSs will be determined by reference to the terms of the deposit agreement and not by this summary. We urge you to review the deposit agreement in its entirety. The portions of this summary description that are italicized describe matters that may 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 that are on deposit with the depositary and/or the custodian. An ADS also represents the right to receive, and to exercise the beneficial interests in, any other property received by the depositary or the custodian on behalf of the owner of the ADS but that has not been distributed to the owners of ADSs because of legal restrictions or practical considerations. We and the depositary may agree to change the ADS-to-Class A ordinary shares ratio by amending the deposit agreement. This amendment may give rise to, or change, the depositary fees payable by ADS owners. The custodian, the depositary and their respective nominees will hold all deposited property for the benefit of the holders and beneficial owners of ADSs. The deposited property does not constitute the proprietary assets of the depositary, the custodian or their nominees. Beneficial ownership in the deposited property will under the terms of the deposit agreement be vested in the beneficial owners of the ADSs. The depositary, the custodian and their respective nominees will be the record holders of the deposited property represented by the ADSs for the benefit of the holders and beneficial owners of the corresponding ADSs. A beneficial owner of ADSs may or may not be the holder of ADSs. Beneficial owners of ADSs will be able to receive, and to exercise beneficial ownership interests in, the deposited property only through the registered holders of the ADSs, the registered holders of the ADSs (on behalf of the applicable ADS owners) only through the depositary, and the depositary (on behalf of the owners of the corresponding ADSs) directly, or indirectly, through the custodian or their respective nominees, in each case upon the terms 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 to the terms of any ADR that represents your ADSs. The deposit agreement and the ADR specify our rights and obligations as well as your rights and obligations as owner of ADSs and those of the depositary. As an ADS holder you appoint the depositary to act on your behalf in certain circumstances. The deposit agreement and the ADRs are governed by New York law. However, our obligations to the holders of Class A ordinary shares will continue to be governed by the laws of the Cayman Islands, which may be different from the laws in the United States. In addition, applicable laws and regulations may require you to satisfy reporting requirements and obtain regulatory approvals in certain circumstances. You are solely responsible for complying with such 184

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents reporting requirements and obtaining such approvals. Neither the depositary, the custodian, us or any of their or our respective agents or affiliates shall be required to take any actions whatsoever on your behalf to satisfy such reporting requirements or obtain such regulatory approvals 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. The depositary will hold on your behalf the shareholder rights attached to the Class A ordinary shares underlying your ADSs. As an owner of ADSs you will be able to exercise the shareholders rights for the Class A ordinary shares represented by your ADSs through the depositary only to the extent contemplated in the deposit agreement. To exercise any shareholder rights not contemplated in the deposit agreement 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 are made available to you. As an owner of ADSs, you may hold your ADSs either by means of an ADR registered in your name, through a brokerage or safekeeping account, or through an account established by the depositary in your name reflecting the registration of uncertificated ADSs directly on the books of the depositary (commonly referred to as the "direct registration system" or "DRS"). The direct registration system reflects the uncertificated (book-entry) registration of ownership of ADSs by the depositary. Under the direct registration system, ownership of ADSs is evidenced by periodic statements issued by the depositary to the holders of the ADSs. The direct registration system includes automated transfers between the depositary and The Depository Trust Company ("DTC"), the central book-entry clearing and settlement system for equity securities in the United States. If you decide to hold your ADSs through your brokerage or safekeeping account, you must rely on the procedures of your broker or bank to assert your rights as ADS owner. Banks and brokers typically hold securities such as the ADSs through clearing and settlement systems such as DTC. The procedures of such clearing and settlement systems may limit your ability to exercise your rights as an owner of ADSs. Please consult with your broker or bank if you have any questions concerning these limitations and procedures. All ADSs held through DTC will be registered in the name of a nominee of DTC. This summary description assumes you have opted to own the ADSs directly by means of an ADS registered in your 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 own ADSs 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 extent permitted by applicable law, vest in the depositary or the custodian the record ownership in the applicable Class A ordinary shares with the beneficial ownership rights and interests in such Class A ordinary shares being at all times vested with the beneficial owners of the ADSs representing the Class A ordinary shares. The depositary or the custodian shall at all times be entitled to exercise the beneficial ownership rights in all deposited property, in each case only on behalf of the holders and beneficial owners of the ADSs representing the deposited 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 the custodian. Your receipt of these distributions may be limited, however, by practical considerations and legal limitations. Holders of ADSs will receive such distributions under the terms of the deposit agreement in proportion to the number of ADSs held as of the specified record date, after deduction of the applicable fees, taxes and expenses. 185

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Distributions of Cash Whenever we make a cash distribution for the securities on deposit with the custodian, we will deposit the funds with the custodian. Upon receipt of confirmation of the deposit of the requisite funds, the depositary will arrange for the funds received in a currency 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 the laws 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. The depositary will apply the same method for distributing the proceeds of the sale of any property (such as undistributed rights) held by the custodian 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 terms of the deposit agreement. The depositary will hold any cash amounts it is unable to distribute in a non-interest bearing account for the benefit of the applicable holders and beneficial owners of ADSs until the distribution can be effected or the funds that the depositary holds 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 deposit the applicable number of Class A ordinary shares with the custodian. Upon receipt of confirmation of such deposit, the depositary will either distribute to holders new ADSs representing the Class A ordinary shares deposited or modify the ADS-to-Class A ordinary shares ratio, in which case each ADS you hold will represent rights and interests in the additional Class A ordinary shares so deposited. Only whole new ADSs will be distributed. Fractional entitlements will be sold and the proceeds of such sale will be distributed as in the case of 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 A ordinary shares will be made net of the fees, expenses, taxes and governmental charges payable by holders under the terms of the deposit agreement. In order to pay such taxes or governmental charges, the depositary may sell all or a portion of the new Class A ordinary 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 operationally practicable. If the depositary does not distribute new ADSs as described above, it may sell the Class A ordinary shares received upon the 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 the depositary and we will assist the depositary in determining whether it is lawful and reasonably practicable to distribute rights to subscribe for additional ADSs to holders. The depositary will establish procedures to distribute rights to subscribe for additional ADSs to holders and to enable such holders to exercise such rights if it is lawful and reasonably practicable to make the rights available to holders of ADSs, and if we provide all of the documentation contemplated in the deposit agreement (such as opinions to address the lawfulness of the transaction). You may have to pay fees, expenses, taxes and other governmental charges to subscribe for the new ADSs upon the exercise of your rights. The depositary is not obligated to establish procedures to facilitate the distribution and exercise by holders of rights to subscribe for new Class A ordinary shares other than in the form of ADSs. 186

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents The 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. The proceeds 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, it will 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 will give prior notice thereof to the depositary and will indicate whether we wish the elective distribution to be made available to you. In such 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 the documentation contemplated in the deposit agreement. In such case, the depositary will establish procedures to enable you to elect to receive 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 in the 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 A ordinary 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 documentation contemplated 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 the deposit agreement. In order to pay such taxes and governmental charges, the depositary may sell all or a portion of the property received. 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

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Redemption Whenever we decide to redeem any of the securities on deposit with the custodian, we will notify the depositary in advance. If it is practicable and if we provide all of the documentation contemplated in the deposit agreement, the depositary will provide notice of the redemption to the holders. The custodian will be instructed to surrender the shares being redeemed against payment of the applicable redemption price. The depositary will convert into U.S. dollars upon the terms of the deposit agreement the redemption funds received in a currency other than U.S. dollars and will establish procedures to enable holders to receive the net proceeds from the redemption upon surrender of their ADSs 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 may determine. 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 in nominal or par value, split-up, cancellation, consolidation or any other reclassification of such Class A ordinary shares or a recapitalization, 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 right to receive the property received or exchanged in respect of the Class A ordinary shares held on deposit. The depositary may in such circumstances deliver new ADSs to you, amend the deposit agreement, the ADRs and the applicable Registration Statement(s) on Form 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 the ADSs the change affecting the Shares. If the depositary may not lawfully distribute such property to you, the depositary may sell such property 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 with the 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 shares with the custodian. The depositary will deliver these ADSs to the person you indicate only after you pay any applicable issuance fees and any charges and taxes payable for the transfer of the Class A ordinary shares to the custodian. Your ability to deposit Class A ordinary 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 have been given and that the Class A ordinary shares have been duly transferred to the custodian. The depositary will only issue ADSs in whole 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 or exercised.

188

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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" (as defined 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 any and 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 transfers of 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 the terms 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 to have them combined or split up, and you must pay all applicable fees, charges and expenses payable by ADR holders, pursuant to the terms 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 number of underlying Class A ordinary shares at the custodian's offices. Your ability to withdraw the Class A ordinary shares held in respect of the ADSs may be limited by U.S. and Cayman Islands law considerations applicable at the time of withdrawal. In order to withdraw the Class A ordinary shares represented by your ADSs, you will be required to pay to the depositary the fees for cancellation of ADSs and any charges and taxes payable upon the transfer of the Class A ordinary shares. You assume the risk for delivery of all funds and securities 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 any signature and such other documents as the depositary may deem appropriate before it will cancel your ADSs. The withdrawal of the Class A ordinary shares represented by your ADSs may be delayed until the depositary receives satisfactory evidence of compliance with all applicable laws and regulations. Please keep in mind that the depositary will only accept ADSs for cancellation that represent a whole number of securities on deposit. 189

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents You 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 to comply 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 the Class 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 information explaining how to instruct the depositary to exercise the voting rights of the securities represented by ADSs. In lieu of distributing such materials, 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 by proxy) 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 ordinary shares held on deposit at that time in accordance with the voting instructions received from a majority of holders of ADSs 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 held on 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 deposit agreement). Please note that the ability of the depositary to carry out voting instructions may be limited by practical and legal limitations and the terms of the securities on deposit. We cannot assure you that you will receive voting materials in time to enable you to return voting instructions to the depositary in a timely manner. 190

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Fees and Charges As an ADS holder, you will be required to pay the following fees under the terms of the deposit agreement: Service Fees Issuance of ADSs (e.g., an issuance of ADS upon a deposit of Class A ordinary shares, 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 issued excluding ADS issuances as a result of distributions of Class A ordinary shares)

Cancellation of ADSs (e.g., a cancellation of ADSs for delivery of deposited property, upon a change in the ADS(s)- Up to U.S. 5¢ per ADS cancelled to-Class A ordinary shares ratio, or for any other reason)

Distribution of cash dividends or other cash distributions Up to U.S. 5¢ per ADS held (e.g., upon a sale of rights and other entitlements)

Distribution of ADSs pursuant to (i) stock dividends or other free stock distributions, or (ii) exercise of rights to purchase Up to U.S. 5¢ per ADS held additional ADSs

Distribution of securities other than ADSs or rights to Up to U.S. 5¢ per ADS held purchase additional ADSs (e.g., upon a spin-off)

Up to U.S. 5¢ per ADS held on the applicable record date(s) ADS Services established by the depositary

Registration of ADS transfers (e.g., upon a registration of the transfer of registered ownership of ADSs, upon a transfer of Up to U.S. 5¢ per ADS (or fraction thereof) transferred ADSs into DTC and vice versa, or for any other reason)

Conversion of ADSs of one series for ADSs of another series (e.g., upon conversion of Partial Entitlement ADSs for Full Entitlement ADSs, or upon conversion of Restricted ADSs Up to U.S. 5¢ per ADS (or fraction thereof) converted (each as defined in the Deposit Agreement) into freely transferable ADSs, and vice versa). 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 share register and applicable to transfers of Class A ordinary shares to or from the name of the custodian, the depositary or any nominees upon the making of deposits and withdrawals, respectively;

certain cable, telex and facsimile transmission and delivery expenses;

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 with exchange 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 the ADR 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 ADSs are issued (in the case of ADS issuances) and to the person for whom ADSs are cancelled (in the case of ADS cancellations). In the case of ADSs issued by the depositary into DTC, the ADS issuance and cancellation fees and charges may be deducted from distributions made through DTC, and may be charged to the DTC participant(s) receiving the ADSs being issued or the DTC participant(s) holding the 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 the account of the applicable beneficial owner(s) in accordance with the procedures and practices of the DTC participants as in effect at the time. ADS fees and charges in respect of distributions and the ADS service fee are charged to the holders as of the applicable ADS record date. In the case of distributions of cash, the amount of the applicable ADS fees and charges is deducted from the funds being distributed. In the case of (i) distributions other than cash and (ii) the ADS service fee, holders as of the ADS record date will be invoiced for the amount of the ADS fees and charges and such ADS fees and charges may be deducted from distributions made to holders of ADSs. For ADSs held through DTC, the ADS fees and charges for distributions other than cash and the ADS service fee may be deducted from distributions made through DTC, and may be charged to the DTC participants in accordance with the procedures and practices prescribed by DTC and the DTC participants in turn charge the amount of such ADS fees and charges to the beneficial owners for whom they hold ADSs. In the case of (i) registration of ADS transfers, the ADS transfer fee will be payable by the ADS Holder whose ADSs are being transferred or by the person to whom the ADSs are transferred, and (ii) conversion of ADSs of one series for ADSs of another series, the ADS conversion fee will be payable by the Holder whose ADSs are converted or by the person to whom the converted 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 requested service 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. You will receive prior notice of such changes. The depositary may reimburse us for certain expenses incurred by us in respect of the ADR program, by making available a portion of the ADS fees charged in respect of the ADR program or otherwise, upon such terms and conditions 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 holders 30 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 reasonably necessary for the ADSs to be registered under the Securities Act or to be eligible for book-entry settlement, in each case without imposing or increasing the fees and charges you are required to pay. 192

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents In addition, we may not be able to provide you with prior notice of any modifications or supplements that are required to accommodate compliance 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 the deposit agreement become effective. The deposit agreement cannot be amended to prevent you from withdrawing the Class A ordinary shares 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 certain circumstances on its own initiative terminate the deposit agreement. In either case, the depositary must give notice to the holders at least 30 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 you request the cancellation of your ADSs) and may sell the securities held on deposit. After the sale, the depositary will hold the proceeds from such sale and any other funds then held for the holders of ADSs in a non-interest bearing account. At that point, the depositary will have no further obligations to holders other than to account for the funds then held for the holders of ADSs still outstanding (after deduction 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 to withdraw the Class A ordinary shares represented by ADSs and to direct the depositary of such Class A ordinary shares into an unsponsored American depositary share program established by the depositary. The ability to receive unsponsored American depositary shares upon termination of the deposit agreement would be subject to satisfaction of certain U.S. regulatory requirements applicable to the 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 during regular business hours but solely for the purpose of communicating with other holders in the interest of business matters relating to the ADSs and the deposit agreement. The depositary will maintain in New York facilities to record and process the issuance, cancellation, combination, split-up and transfer 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 is cast or for the effect of any vote, provided it acts in good faith and in accordance with the terms of the deposit agreement.

The depositary disclaims any liability for any failure to determine the lawfulness or practicality of any action, for the content of any document forwarded to you on our behalf or for the accuracy of any translation of such a document, for the investment risks associated with investing in Class A ordinary shares, for the validity or worth of the Class A ordinary shares, for any tax consequences that result from the ownership of ADSs, for the credit-worthiness of any third

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents party, for allowing any rights to lapse under the terms of the deposit agreement, for the timeliness of any of our notices 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 deposit agreement.

We and the depositary disclaim any liability if we or the depositary are prevented or forbidden from or subject to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the deposit agreement, by reason of any provision, present or future of any law or regulation, or by reason of present or future provision of any provision of our post-offering memorandum and articles of association, or any provision of or governing the securities on deposit, or by reason of any act of God or war or other circumstances beyond our control.

We and the depositary disclaim any liability by reason of any exercise of, or failure to exercise, any discretion provided for in the deposit agreement or in our post-offering memorandum and articles of association or in any provisions of or governing the securities on deposit.

We and the depositary further disclaim any liability for any action or inaction in reliance on the advice or information received from legal counsel, accountants, any person presenting Shares for deposit, any holder of ADSs or authorized representatives thereof, or any other person believed by either of us in good faith to be competent to give such advice or information.

We and the depositary also disclaim liability for the inability by a holder to benefit from any distribution, offering, right or other benefit that is made available to holders of Class A ordinary shares but is not, under the terms of the deposit agreement, made available to you.

We and the depositary may rely without any liability upon any written notice, request or other document believed to be genuine 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 of the 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 parties adverse to us or the ADS owners have interests, and nothing in the deposit agreement obligates Citibank to disclose

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document those transactions, or any information obtained in the course of those transactions, to us or to the ADS owners, or to account for any payment received as part of those transactions.

Taxes You 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 holders and may sell any and all property on deposit to pay the taxes and governmental charges payable by holders. You will be liable for any deficiency 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 all taxes and charges are paid by the applicable holder. The depositary and the custodian may take reasonable administrative actions to obtain tax refunds and reduced tax withholding for any distributions on your behalf. However, you may be required to provide 194

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents to the depositary and to the custodian proof of taxpayer status and residence and such other information as the depositary and the custodian may require to fulfill legal obligations. You are required to indemnify us, the depositary and the custodian for any claims with respect 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, and it will distribute the U.S. dollars in accordance with the terms of the deposit agreement. You may have to pay fees and expenses incurred in converting foreign currency, such as fees and expenses incurred in complying with currency exchange controls and other governmental requirements. If the conversion of foreign currency is not practical or lawful, or if any required approvals are denied or not obtainable at a reasonable 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 whom the 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 Trial The 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 the Cayman 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 EXTENT PERMITTED BY APPLICABLE LAW, YOUR RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT 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 they may 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, the court would determine whether the waiver was enforceable in the facts and circumstances of that case in accordance with applicable case law. However, you will not be deemed, by agreeing to the terms of the deposit agreement, to have waived our or the depositary's compliance with U.S. federal securities laws and the rules and regulations promulgated thereunder. 195

SHARES ELIGIBLE FOR FUTURE SALE Upon 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). In addition, options to purchase an aggregate of approximately Class A ordinary shares will be outstanding as of the closing of this offering. Of these options, will have vested at or prior to the closing of this offering and approximately will vest over the next years. All of the ADSs sold in this offering and the Class A ordinary shares they represent will be freely transferable by persons other than 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 is under common control with, our company. All outstanding ordinary shares prior to this offering are "restricted securities" as that term is defined in Rule 144 because they were issued in a transaction or series of transactions not involving a public offering. Restricted securities, in the form of ADSs or otherwise, may be sold only if they are the subject of an effective registration statement under the Securities Act or if they are sold pursuant to an exemption from the registration requirement of the Securities Act such as those provided for in Rules 144 or 701 promulgated under the Securities Act, which rules are summarized below. Restricted ordinary shares may also be sold outside of the United States to non-U.S. persons in accordance with Rule 904 of Regulation S under the Act. This prospectus may 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. Prior to this offering, there has been no public market for our Class A ordinary shares or ADSs, and while our application has been made to list our ADSs on the NYSE, we cannot assure you that a regular trading market will develop in the ADSs. We do not expect that a trading 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 or dispose of, directly or indirectly, any of our ordinary shares, in the form of ADSs or otherwise, or any securities convertible into or exchangeable or exercisable for our ordinary shares, in the form of ADSs or otherwise, for a period of 180 days after the date this prospectus becomes effective. After the expiration of the 180-day period, the ordinary shares or ADSs held by our directors, executive officers or existing shareholders may be sold subject to the restrictions under Rule 144 under the Securities Act or by means of registered 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 six months is entitled to sell the restricted securities without registration under the Securities Act, subject to certain restrictions. Persons who are our affiliates (including persons beneficially owning 10% or more of our outstanding shares) may sell within any three-month period 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 equal approximately ordinary shares immediately after this offering; and

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 information about us. The manner-of-sale provisions require the securities to be sold either in "brokers' transactions" as such term is defined under the Securities Act, through transactions directly with a market maker as such term is defined under the Exchange Act or through a riskless principal transaction as described in Rule 144. In addition, the manner-of-sale provisions require the person selling the securities not to solicit or arrange for the solicitation of orders to buy the securities in anticipation of or in connection with such transaction or make any payment in connection with the offer or sale of the securities to any person other than the broker or dealer who executes the order to sell the securities. If the amount of securities to be sold in reliance upon Rule 144 during any period of three months exceeds 5,000 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 filed with the SEC. If such securities are admitted to trading on any national securities exchange, one copy of such notice also must be transmitted to the principal exchange on which such securities are admitted. The Form 144 should be signed by the person for whose account the securities are to be sold and should be transmitted for filing concurrently with either the placing with a broker of an order to execute 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 than one year may sell the restricted securities without registration under the Securities Act subject to the availability of current public information about us. Persons who are not our affiliates and have beneficially owned our restricted securities for more than one year may 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 written compensatory 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 period requirements of Rule 144. Rule 701 further provides that non-affiliates may sell these shares in reliance on Rule 144 subject only to its manner-of-sale requirements. However, the Rule 701 shares would remain subject to lock-up arrangements and would only become eligible 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 that we register their shares under the Securities Act, following the expiration of the lock-up agreements described above. See "Description of Share CapitalRegistration Rights." 197

TAXATION The 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 to matters of Cayman Islands tax law, it is the opinion of Maples and Calder (Hong Kong) LLP, our Cayman Islands counsel. To the extent that the discussion below relates to matters of PRC tax law, it is the opinion of Haiwen & Partners, our PRC counsel. To the extent that the discussion below relates to matters of United States federal income tax law, it is the opinion of Simpson Thacher & Bartlett LLP, our United States counsel. The discussion is not intended to be, nor should it be construed as, legal or tax advice to any particular prospective purchaser. The discussion is based on laws and relevant interpretations thereof in effect as of the date of this prospectus, all of which are subject to change or different interpretations, possibly with retroactive effect. The discussion does not address U.S. state or local tax laws, or tax laws of jurisdictions other than the Cayman Islands, the People's Republic of China and the United States. You should consult your tax advisors with respect to the consequences of acquisition, ownership and disposition of our ADSs and Class A ordinary shares. Cayman Islands Taxation The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciations and there 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 and Class A ordinary shares. Stamp duties may be applicable on instruments executed in, or after execution brought within the jurisdiction of, the Cayman Islands. No stamp duty is payable in the Cayman Islands on transfers of shares of Cayman Islands companies except those which hold interests in land in the Cayman Islands. The Cayman Islands is a party to a double tax treaty entered with the United Kingdom in 2010 but is otherwise not party to any double tax treaties. There are no exchange control regulations or currency restrictions in the Cayman Islands. Pursuant to Section 6 of the Tax Concessions Law (2018 Revision) of the Cayman Islands, we have obtained an undertaking from the 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 or appreciation 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 inheritance tax 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 Tax Concessions 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 on January 1, 2008 and amended on February 24, 2017 and December 29, 2018, respectively. The modified Enterprise Income Tax Law provides that enterprises organized under the laws of jurisdictions outside China with their "de facto management bodies" located within China may be considered PRC resident enterprises and therefore subject to PRC enterprise income tax at the rate of 25% on their worldwide income. The implementing rules of the Enterprise Income Tax Law further define the term "de facto management body" as the management body that exercises substantial and overall management and control over the business, personnel, accounts and properties of an enterprise. 198

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents In 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 the PRC: (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 and shareholders' meetings; and (d) half or more of the senior management or directors having voting rights. While we do not currently consider our company or any of our overseas subsidiaries to be a PRC resident enterprise, there is a risk that the PRC tax authorities may deem our company or any of our overseas subsidiaries as a PRC resident enterprise since a substantial majority of the members of our management team as well as the management team of some of our overseas subsidiaries are located in China, in which case we or the overseas subsidiaries, as the case may be, would be subject to the PRC enterprise income tax 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 PRC enterprise income tax purposes, a number of unfavorable PRC tax consequences could follow. One example is a 10% withholding tax would be imposed on dividends we pay to our non-PRC enterprise shareholders and with respect to gains derived by our non-PRC enterprise shareholders from transferring our ADSs or Class A ordinary shares. Furthermore, dividends payable to individual investors who are non-PRC residents and any gain realized on the transfer of ADSs or Class A ordinary shares by such investors may be subject to PRC tax at a current rate of 20%, subject to any reduction or exemption set forth in applicable tax treaties or under applicable tax arrangements between jurisdictions. It is unclear whether, if we are considered a PRC resident enterprise, holders of our ADSs or Class A ordinary shares would be able to claim the benefit of income tax treaties or agreements entered into between China and other countries or areas. Provided that our Cayman Islands holding company is not deemed to be a PRC resident enterprise, holders of the ADSs and Class A ordinary shares who are not PRC residents will not be subject to PRC income tax on dividends distributed by us or gains realized 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 in a 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 authority such indirect transfer. Using a "substance over form" principle, the PRC tax authority may disregard the existence of the overseas holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC tax. As a result, gains derived from such indirect transfer may be subject to PRC enterprise income tax, and the transferee or other person who is obligated to pay for the transfer is obligated to withhold the applicable taxes, currently at a rate of 10% for the transfer of equity interests in a PRC resident enterprise. We and our non-PRC resident investors may be at risk of being required to file a return and being taxed under Bulletin 7 and SAT Circular 37, and we may be required to expend valuable resources to comply with Bulletin 7 and SAT Circular 37 or to request the relevant transferors from whom we purchase taxable assets to comply with these circulars, or to establish that we should not be taxed under these circulars. See "Risk FactorsRisks Relating to Doing Business in ChinaWe and our shareholders face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises or other assets attributed to 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 and disposition of our ADSs and Class A ordinary shares as of the date hereof. 199

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents This discussion deals only with ADSs and Class A ordinary shares that are held as capital assets by a United States Holder (as defined below). As used herein, the term "United States Holder" means a beneficial owner of our ADSs or Class A ordinary shares that is, for United 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 organized in 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 States persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable 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 in United 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 be performed in accordance with their terms. This discussion does not represent a detailed description of the United States federal income tax consequences applicable to you if you 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, a constructive sale or a straddle;

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 ordinary shares 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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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents If 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. If you 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 in light of your particular circumstances and does not address the Medicare tax on net investment income or the effects of any state, local or non-United States tax laws. If you are considering the purchase of our ADSs or Class A ordinary shares, you should consult your tax advisors concerning the particular United States federal income tax consequences to you of the purchase, ownership and disposition of our ADSs or Class A ordinary shares, as well as the consequences to you arising under other 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 underlying Class A ordinary shares that are represented by such ADSs. Accordingly, deposits or withdrawals of Class A ordinary shares for ADSs will 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 or Class A ordinary shares (including any amounts withheld to reflect PRC withholding taxes, as discussed above under "People's Republic of China Taxation") will be taxable as dividends to the extent paid out of our current or accumulated earnings and profits, as determined under United States federal income tax principles. To the extent that the amount of any distribution exceeds our current and accumulated earnings and profits for a taxable year, the distribution will first be treated as a tax-free return of capital, causing a reduction in the tax basis of the ADSs or Class A ordinary shares, and to the extent the amount of the distribution exceeds your tax basis, the excess will be taxed as capital gain recognized on a sale or exchange. We do not, however, expect to determine earnings and profits in accordance with United States federal income tax principles. Therefore, you should expect that a distribution will generally be treated as a dividend. Any dividends that you receive (including any withheld taxes) will be includable in your gross income as ordinary income on the day actually or constructively received by you, in the case of Class A ordinary shares, or by the depositary, in the case of ADSs. Such dividends 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 be subject to reduced rates of taxation. A foreign corporation is treated as a qualified foreign corporation with respect to dividends received from that corporation on shares (or ADSs backed by such shares) that are readily tradable on an established securities market in the United States. United States Treasury Department guidance indicates that our ADSs (which we will apply to list on the NYSE) will be readily tradable on an established securities market in the United States once they are so listed. Thus, we believe that dividends we pay on our ADSs will meet the conditions required for these reduced tax rates. Since we do not expect that our Class A ordinary shares will be listed on an established securities market in the United States, we do not believe that dividends that we pay on our Class A ordinary shares that are not represented by ADSs currently meet the conditions required for these reduced tax rates. There also can be no assurance that our ADSs will continue to be readily tradable on an established securities market in later years. A qualified foreign corporation also includes a foreign corporation that is eligible for the benefits of certain income tax 201

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents treaties 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 for such benefits, dividends we pay on our Class A ordinary shares, regardless of whether such shares are represented by ADSs, would be eligible for reduced rates of taxation. See "TaxationPeople's Republic of China Taxation." Non-corporate holders that do not meet a minimum holding period requirement during which they are not protected from the risk of loss or that elect to treat the dividend income as "investment income" pursuant to Section 163(d)(4) of the Code will not be eligible for the reduced rates of taxation regardless of our status as a qualified foreign corporation. In addition, the rate reduction will not apply to dividends if the recipient of a dividend is obligated to make related payments with respect to positions in substantially similar or related property. This disallowance applies even if the minimum holding period has been met. You should consult your tax advisors regarding the application of these rules given your particular circumstances. Non-corporate United States Holders will not be eligible for reduced rates of taxation on any dividends received from us if we are a passive foreign investment company in the taxable year in which such dividends are paid or in the preceding taxable year (see "Passive Foreign Investment Company" below). Subject to certain conditions and limitations (including a minimum holding period requirement), any PRC withholding taxes on dividends may be treated as foreign taxes eligible for credit against your United States federal income tax liability. For purposes of calculating the foreign tax credit, dividends paid on the ADSs or Class A ordinary shares will be treated as income from sources outside the United States and will generally constitute passive category income. The rules governing the foreign tax credit are complex. You are urged 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 part of 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 (which we have determined based on the expected price of our ADSs in this offering), we do not believe we were a passive foreign investment company, 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 the foreseeable 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 or are 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 in the active conduct of a trade or business and not derived from a related person). We believe that the rents we derive from our leasing operations should qualify as derived in the active conduct of a trade or business, and thus, should not constitute passive income. There can be no assurance, however, that the Internal Revenue Service will not successfully assert a contrary position. Cash is treated as an asset that produces or is held for the production of passive income. If we own at least 25% (by value) of the stock of another corporation, for purposes of determining whether we are a PFIC, we will be treated as owning our proportionate share of the other corporation's assets and receiving our proportionate share of the other corporation's income. However, 202

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents there is uncertainty as to the treatment of our corporate structure and ownership of our consolidated VIEs for United States federal income 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 tax purposes (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 future taxable year due to changes in our asset or income composition. The composition of our assets and income may be affected by how, and how quickly, we use our liquid assets and the cash raised in this offering. Because we have valued our goodwill based on the expected market 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 any taxable 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 timely mark-to-market election, as described below, you will be subject to special tax rules with respect to any "excess distribution" received and any gain realized from a sale or other disposition, including a pledge and a deemed sale discussed in the following paragraph, of ADSs or Class A ordinary shares. Distributions received in a taxable year will be treated as excess distributions to the extent that they are greater than 125% of the average annual distributions received during the shorter of the three preceding taxable years or your holding 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 ordinary shares,

the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we were a PFIC, 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 or corporations, as applicable, for that year and the interest charge generally applicable to underpayments of tax will be imposed 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 hold our ADSs or Class A ordinary shares, you will generally be subject to the special tax rules described above for that year and for each subsequent 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 recognize gain 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. You are 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 your ADSs or Class A ordinary shares provided such ADSs or Class A ordinary shares are treated as "marketable stock." The ADSs or Class 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-market election may be available to holders of ADSs once the ADSs are listed on the NYSE which constitutes a qualified exchange, although there can be no assurance that the ADSs will be "regularly traded" for purposes of the mark-to-market election. It is intended that only the ADSs and not the Class A ordinary shares will be listed on the NYSE. Consequently, if you are a holder of 203

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Class 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 the excess 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 to deduct 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 of the year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. Your adjusted tax basis in the ADSs will be increased by the amount of any income inclusion and decreased by the amount of any deductions under the 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 be treated as ordinary loss, but only to the extent of the net amount of previously included income as a result of the mark-to-market election, and any gain will be treated as ordinary income. If you make a mark-to-market election, any distributions that we make would generally be subject to the tax rules discussed above under "Taxation of Dividends," except that the lower rate applicable to dividends received from a qualified foreign corporation (discussed above) would not apply if we are a PFIC in the taxable year in which the dividend 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 subsequent taxable years unless the ADSs are no longer regularly traded on a qualified exchange or other market, or the Internal Revenue Service consents to the revocation of the election. You are urged to consult your tax advisor about the availability of the mark-to-market election, 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 "qualified electing fund" under Section 1295 of the Code. However, this option is not available to you because we do not intend to prepare or provide 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-United States subsidiaries is also a PFIC, you will be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC for purposes of the application of the PFIC rules. You will not be able to make the mark-to-market election described above in respect of any 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 any year in which we are a PFIC. You are urged to consult your tax advisors concerning the United States federal income tax consequences of 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 or Class A ordinary shares in an amount equal to the difference between the amount realized for the ADSs or Class A ordinary shares and your 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 or Class 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 you will generally be treated as United States source gain or loss. However, if PRC tax is imposed on any gain (for instance, because we are treated as a PRC resident enterprise for PRC tax purposes or the PRC treats the sale or exchange as an indirect transfer of PRC taxable assets), and if you are eligible for the 204

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents benefits 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 the Treaty 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 tax credit 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 from the sale, exchange or other disposition of our ADSs or Class A ordinary shares that are paid to you within the United States (and in certain cases, outside the United States), unless you are an exempt recipient. A backup withholding tax may apply to such payments if you fail to provide a taxpayer identification number or certification of exempt status or fail to report in full dividend and interest income. Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your United States federal income tax liability provided the required information is timely furnished to the Internal Revenue Service. 205

UNDERWRITING Under 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 acting as representatives, have severally agreed to purchase, and we have agreed to sell to them, severally, the number of ADSs indicated below: Number of Name ADSs Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC J.P. Morgan Securities LLC Total:

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 underwriting agreement provides that the obligations of the several underwriters to pay for and accept delivery of the ADSs offered by this prospectus are subject to the approval of certain legal matters by their counsel and to certain other conditions. The underwriters are obligated to take and pay for all of the ADSs offered by this prospectus if any such ADSs are taken. However, the underwriters are not required to take or pay for the ADSs covered by the underwriters' over-allotment option described below. The underwriting agreement also provides that if an underwriter defaults, the purchase commitments of non-defaulting underwriters may be increased or the offering may be terminated. The underwriters initially propose to offer part of the ADSs directly to the public at the offering price listed on the cover page of this prospectus and part to certain dealers at a price that represents a concession not in excess of $ per ADS under the initial public offering price. After the initial offering of the ADSs, the offering price and other selling terms may from time to time be varied by 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 rata basis up to additional ADSs at the initial public offering price listed on the cover page of this prospectus, less underwriting discounts and commissions. The underwriters may exercise this option solely for the purpose of covering over-allotments, if any, made in connection with the offering of the ADSs offered by this prospectus. To the extent the option is exercised, each underwriter will become obligated, subject to certain conditions, to purchase about the same percentage of the additional ADSs as the number listed next to 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 proceeds before expenses to us. These amounts are shown assuming both no exercise and full exercise of the underwriters' over-allotment option. Total Per ADS No Exercise Full Exercise Public offering price $ $ $ Underwriting discounts and commissions to be paid by us: $ $ $ Proceeds, before expenses, to us $ $ $ The estimated offering expenses payable by us, exclusive of the underwriting discounts and commissions, are approximately $ . 206

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents The 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, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any ordinary shares, ADSs or any securities convertible into or exercisable or exchangeable for ordinary shares or ADSs, or enter into a transaction that would have the same effect;

file any registration statement with the Securities and Exchange Commission relating to the offering of any ordinary shares, 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 consequences of 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 or otherwise. In addition, we and each such person agrees that, without the prior written consent of the representatives on behalf of the underwriters, 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 or ADSs. 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 underwriting agreement, creating a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of ADSs over-allotted by the underwriters is not greater than the number 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 can close out a covered short position by exercising the over-allotment option and/or purchasing ADSs in the open market.

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Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 short position, the underwriters will consider, among other things, the open market price of ADSs as compared to the price available 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 the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the ADSs in the open market after pricing that could adversely affect investors who purchase in this offering.

As an additional means of facilitating this offering, the underwriters may bid for, and purchase, ADSs in the open market to stabilize the price of the ADSs. Finally, the underwriters may reclaim selling concessions allowed to an underwriter or a dealer for distributing the ADSs in this offering, if the syndicate repurchases previously distributed ADSs to cover syndicate 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 decline in the market price of the ADSs. The underwriters are not required to engage in these activities and may end any of these activities at any time. We and the underwriters have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act. A prospectus in electronic format may be made available on websites maintained by one or more underwriters, or selling group members, if any, participating in this offering and one or more of the underwriters participating in this offering may distribute prospectuses electronically. The representatives may agree to allocate a number of ADSs to underwriters for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives to underwriters that may make internet distributions on the same basis as other allocations. The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include 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, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for us, for which they 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 or hold 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 positions in such securities and instruments. Such investment and securities activities may involve securities and/or instruments of ours or our affiliates. The underwriters and their respective affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, 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 was determined by negotiations between us and the representatives. Among the factors considered in determining the initial public offering price were our future prospects and those of our industry in general, our sales, earnings and certain other financial and operating information in 208

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents recent periods, and the price-earnings ratios, price-sales ratios, market prices of securities, and certain financial and operating information 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 will trade in the public market subsequent to this offering or that an active trading market for our ordinary shares or ADSs will develop and continue 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 the possession, circulation or distribution of this prospectus in any jurisdiction where action for that purpose is required. Accordingly, the ADSs may not be offered or sold, directly or indirectly, and neither the prospectus nor any other offering material or advertisements in connection with the ADSs may be distributed or published in or from any country or jurisdiction except under circumstances that will result 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 the Australian 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 disclosure document 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" (within the 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 Corporations Act 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 buy the ADSs may be issued, and no draft or definitive offering memorandum, advertisement or other offering material relating to any ADSs may be distributed in Australia, except where disclosure to investors is not required under Chapter 6D of the Corporations Act or is otherwise in compliance with all applicable Australian laws and regulations. By submitting an application for the ADSs, you represent and 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 Corporations Act, the offer of those securities for resale in Australia within 12 months may, under section 707 of the Corporations Act, require disclosure to investors under Chapter 6D.2 if none of the exemptions in section 708 applies to that resale. By applying for the ADSs you undertake to us that you will not, for a period of 12 months from the date of issue of the ADSs, offer, transfer, assign or otherwise alienate those ADSs to investors in Australia except in circumstances where disclosure to investors is not required under Chapter 6D.2 of the Corporations Act or where a compliant disclosure document is prepared and lodged with ASIC. 209

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Any 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 not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this document is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters. Canada The ADSs may be sold in Canada only to purchasers in the provinces of Ontario, Quebec, Alberta and British Columbia purchasing, or deemed to be purchasing on a private placement basis exempt from the requirement that we prepare and file a prospectus with the securities regulatory authorities in each province where trades of these securities are made, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the ADSs must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws which may vary depending on the relevant jurisdiction, and which may require resales to be made under available statutory exemptions or under a discretionary exemption granted by the applicable Canadian securities 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 the underwriters 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 a prospectus qualified under those securities laws as it is an "accredited investor" as defined under National Instrument 45-106Prospectus Exemptions,

(b) the purchaser is a "permitted client" as defined in National Instrument 31-103Registration Requirements, Exemptions and Ongoing Registrant Obligations,

(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 damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these 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 hereby notified that the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of 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 sale or subscription. The underwriters have not offered or sold, and will not offer or sell, directly or indirectly, any ADSs in the Cayman Islands. 210

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Dubai 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 Services Authority, of a type specified in those rules. It must not be delivered to, or relied on by, any other Person. The Dubai Financial Services Authority has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The Dubai Financial Services Authority has not approved this document nor taken steps to verify the information set forth herein and has no responsibility for this document. The ADSs to which this document relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the ADSs offered should conduct their own due diligence on the ADSs. If you do not understand the contents of this document, 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 of investors and must not be provided to any person other than the original recipient, and may not be reproduced or used for any other purpose. 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 Relevant Member 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), subject to 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 prospectus pursuant 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 offer have 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 Relevant Member State to qualified investors as so defined or in circumstances in which the prior consent of the representatives has been obtained 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 Relevant Member State means the communication in any form and by means of sufficient information on the terms of the offer and the ADSs to be offered so as to enable an investor to decide to purchase ADSs, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression "Prospectus Directive" means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in the Relevant Member State. 211

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Hong 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) in circumstances which do not constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap.32, Laws of Hong Kong), or (ii) to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the 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 or may 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 of Hong 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 made thereunder. Israel This document does not constitute a prospectus under the Israeli Securities Law, 5728-1968, and has not been filed with or approved by the Israel Securities Authority. In Israel, this prospectus may be distributed only to, and is directed only at, investors listed in the first addendum, or the Addendum, to the Israeli Securities Law, consisting primarily of joint investment in trust funds; provident funds; 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 qualified investors. 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 Exchange Law of Japan. Accordingly, none of the ADSs nor any interests therein may be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to or for the benefit of a resident of Japan, except pursuant to any exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan in effect 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 of Securities Regulations issued by the board of the Capital Market Authority ("CMA") pursuant to resolution number 2-11-2004 dated 4 October 2004 as amended by resolution number 1-28-2008, as amended (the "CMA Regulations"). The CMA does not make any representation as to the accuracy or completeness of this document and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this prospectus. Prospective purchasers of the securities offered hereby should conduct their own due diligence on the accuracy of the information relating to the securities. If you do not understand the contents of this prospectus, you should consult an authorized financial adviser. By accepting this prospectus and other 212

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents information relating to the offering of the securities in the Kingdom of Saudi Arabia, each recipient represents that he is a "sophisticated investor", 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 the Korea Securities and Exchange Act and the Foreign Exchange Transaction Law and the decrees and regulations thereunder. The ADSs have not been and will not be registered under the Financial Investment Services and Capital Markets Act of Korea and the decrees and regulations 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 approval requirements under the Foreign Exchange Transaction Law and its subordinate decrees and regulations) in connection with the purchase of 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 is a 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 the Negotiation of Securities and Establishment of Investment Funds," its Executive Regulations and the various Ministerial Orders issued pursuant thereto or in connection therewith, have been given in relation to the marketing and sale of the ADSs, these may not be marketed, offered for sale, nor sold in the State of Kuwait. Neither this prospectus (including any related document), nor any of the information 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 be registered with the Securities Commission of Malaysia, or Commission, for the Commission's approval pursuant to the Capital Markets and Services Act 2007. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the securities may not be circulated or distributed, nor may the ADSs be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Malaysia other than to persons falling within the categories specified under Schedule 6 or Section 229(l)(b), Schedule 7 or Section 230(l)(b) and Schedule 8 or Section 257(3) of the Capital Market and Services Act, 2007 of Malaysia: (i) a closed end fund approved by the Commission; (ii) a holder of a Capital Markets Services License; (iii) a person who acquires the ADSs as principal, if the offer is on terms that the ADSs may only be acquired at a consideration of not less than RM250,000 (or its equivalent in foreign currencies) for each transaction; (iv) an individual whose total net personal assets or total net joint assets with his or her spouse exceeds RM3 million (or its equivalent in foreign currencies), excluding the value of the primary residence of the individual; (v) an individual who has a gross annual income exceeding 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 the preceding 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 foreign currencies); (ix) a bank licensee or insurance licensee as defined in the Labuan Financial Services and Securities Act 2010; (x) an Islamic bank licensee or takaful licensee as defined in the Labuan Financial Services and Securities Act 2010; 213

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents and (xi) any other person as may be specified by the Commission; provided that, in the each of the preceding categories (i) to (xi), the distribution 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 for the purpose of public offering or an issue, offer for subscription or purchase, invitation to subscribe for or purchase any securities requiring the registration of a prospectus with the Commission under the Capital Markets and Services Act 2007. The Securities Commission of Malaysia shall not be liable for any non-disclosure on the part of the Company and assumes no responsibility for the correctness 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 Nacional de 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 be sold to Mexican institutional and qualified investors, pursuant to the private placement exemption set forth in the Mexican Securities Market Law (Ley del Mercado de Valores). As required under the Mexican Securities Market Law, the company will give notice to the CNBV of the offering of the securities under the terms set forth herein. Such notice will be submitted to the CNBV to comply with the Mexican Securities Market Law, and for informational purposes only. The delivery to, and receipt by, the CNBV of such notice does not certify the solvency of the company, the investment quality of the securities, or that the information contained in this prospectus or in any prospectus supplement. The company has prepared this prospectus and is solely responsible for its content, and the CNBV has not reviewed 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, and will 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 any advertisement or other offering material may be distributed or published in the PRC, except under circumstances that will result in compliance with applicable laws and regulations. Further, no legal or natural persons of the PRC may directly or indirectly purchase any of the ADSs or any beneficial interest therein without obtaining all prior PRC's governmental approvals that are required, whether statutorily or otherwise. Persons who come into possession of this prospectus are required by the issuer and its representatives to observe these restrictions. For the purpose of this paragraph, PRC does not include Taiwan and the special administrative regions of Hong Kong and Macau. Singapore This prospectus or any other offering material relating to our ADSs has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of our ADSs may not be circulated or distributed, nor may our ADSs be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore, as modified or amended from time to time including by any subsidiary legislation as may be applicable at the relevant time (together, the "SFA"), (ii) to a relevant person or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275 of the SFA, and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise 214

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to compliance with 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 an accredited investor as defined in Section 4A of the SFA) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals , each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) 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 the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the ADSs pursuant to an offer made under Section 275 of the SFA, except: (1) to an institutional investor (for corporations under Section 274 of the SFA) or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an 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 the transfer; (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 markets products (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 on Recommendations 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 indirectly in the State of Qatar in a manner that would constitute a public offering. This prospectus has not been, and will not be, registered with or approved by the Qatar Financial Markets Authority or Qatar Central Bank and may not be publicly distributed. This prospectus is intended for the original recipient only and must not be provided to any other person. It is not for general circulation in the State of Qatar 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 ADSs may not be publicly offered, sold or advertised, directly or indirectly, in, into or from Switzerland and will not be listed on the SIX Swiss Exchange, or SIX, or on any other stock exchange or regulated trading facility in Switzerland. This document, any other offering or marketing material relating to the securities does not constitute a prospectus within the meaning of, and has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the offering, nor the Company or the ADSs have been or will be filed with or approved by any Swiss regulatory authority or be publicly distributed or otherwise made publicly available in Switzerland. In particular, this prospectus will not be filed with, and the offer of the ADSs will not be supervised by, the Swiss Financial Market Supervisory Authority, and the offer of the ADSs has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes (the "CISA"). The investor 215

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents protection 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 Taiwan pursuant to relevant securities laws and regulations and may not be offered or sold in Taiwan through a public offering or in circumstances which constitute an offer within the meaning of the Securities and Exchange Act of Taiwan or relevant laws and regulations that requires a registration, filing or approval of the Financial Supervisory Commission of Taiwan. No person or entity in Taiwan 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 than in compliance with the laws of the United Arab Emirates governing the issue, offering and sale of securities. Further, this prospectus does not constitute a public offer of securities in the United Arab Emirates and is not intended to be a public offer. This prospectus has not been approved by or filed with the Central Bank of the United Arab Emirates, the Securities and Commodities Authority or the Dubai Financial Services Authority. Prospective investors in the Dubai International Financial Centre should have regard to the specific notice 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 subsequently made may only be directed at persons who are "qualified investors" (as defined in the Prospectus Directive) (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons") or otherwise in circumstances which have not resulted and will not result in an offer to the public of the ADSs in the United Kingdom 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 document or use it as basis for taking any action. In the United Kingdom, any investment or investment activity that this document relates to may be made or taken exclusively by relevant persons. 216

EXPENSES RELATED TO THIS OFFERING Set 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 fee and the Financial Industry Regulatory Authority filing fee, all amounts are estimates. SEC registration fee US$ NYSE listing fee Financial Industry Regulatory Authority filing fee Printing and engraving expenses Legal fees and expenses Accounting fees and expenses Miscellaneous Total US$

217

LEGAL MATTERS We 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 legal matters as to United States federal securities and New York state law. The validity of the Class A ordinary shares represented by the ADSs offered in this offering and legal matters as to Cayman Islands law will be passed upon for us by Maples and Calder (Hong Kong) LLP. Certain legal matters as to PRC law will be passed upon for us by Haiwen & Partners and for the underwriters by Tian Yuan Law Firm. Simpson Thacher & Bartlett LLP and Maples and Calder (Hong Kong) LLP may rely upon Haiwen & Partners with respect to matters governed by PRC law. Latham & Watkins LLP may rely upon Tian Yuan Law Firm with respect to matters governed by PRC law. 218

EXPERTS The 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, independent registered 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, Dongcheng District, Beijing, the People's Republic of China. 219

WHERE YOU CAN FIND MORE INFORMATION We 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 registration statement 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 exhibits and 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 of the Exchange Act as applicable to foreign private issuers. Accordingly, we will be required to file reports, including annual reports on Form 20-F, and other information with the SEC. All information filed with the SEC can be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the 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 furnishing and content of proxy statements, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we intend to furnish the depositary with our annual reports, which will include 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 of ADSs the information contained in any notice of a shareholders' meeting received by the depositary from us. 220

PHOENIX TREE HOLDINGS LIMITED

INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTENTS PAGE Report of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets as of December 31, 2017 and 2018 F-3 Consolidated Statements of Comprehensive Loss for the years ended December 31, 2017 and 2018 F-8 Consolidated Statements of Changes in Shareholders' Deficit for the years ended December 31, 2017 F-10 and 2018 Consolidated Statements of Cash Flows for the years ended December 31, 2017 and 2018 F-11 Notes to Consolidated Financial Statements F-13 Unaudited Condensed Consolidated Balance Sheets as of December 31, 2018 and September 30, F-52 2019 Unaudited Condensed Consolidated Statements of Comprehensive Loss for the nine month periods F-57 ended September 30, 2018 and 2019 Unaudited Condensed Consolidated Statements of Cash Flows for the nine month periods ended F-59 September 30, 2018 and 2019 Notes to Unaudited Condensed Consolidated Financial Statements F-61 F-1

Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors Phoenix 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 our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 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 an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, 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 included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of 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, China August 28, 2019 F-2

PHOENIX TREE HOLDINGS LIMITED

CONSOLIDATED BALANCE SHEETS

(All amounts in thousands, except for share and per share data) As of December 31, 2017 2018 RMB RMB US$ (Note 2(d)) ASSETS Current assets: Cash 214,002 1,087,258 152,113 Term deposits 137,264 19,204 Restricted cash 1,362,266 190,588 Short-term investments 150,549 Accounts receivable, net 3,728 1,456 204 Advance to landlords 62,453 301,190 42,138 Prepayments 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 2,240 Property and equipment, net 507,057 1,989,630 278,359 Intangible asset, net 2,053 287 Deposits to landlords 103,481 414,754 58,026 Other 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

The accompanying notes are an integral part of these consolidated financial statements. F-3

PHOENIX TREE HOLDINGS LIMITED CONSOLIDATED BALANCE SHEETS (Continued) (All amounts in thousands, except for share and per share data) As of December 31, 2017 2018 RMB RMB US$ (Note (2d)) LIABILITIES Current liabilities: Short-term borrowings and current portion of long-term borrowings (including short-term borrowings and current portion of long-term borrowings of the consolidated VIEs and their wholly-owned subsidiaries 750,679 2,890,842 404,444 without recourse to the Company of RMB750,679 and RMB2,890,842 as of December 31, 2017 and 2018, respectively) Accounts payable (including accounts payable of the consolidated VIEs and their wholly-owned subsidiaries without recourse to the Company of 129,825 718,890 100,576 RMB129,825 and RMB358,466 as of December 31, 2017 and 2018, respectively) Rental payable (including rental payable of the consolidated VIEs and their wholly-owned subsidiaries without recourse to the Company of 31,678 180,994 25,322 RMB31,678 and RMB180,994 as of December 31, 2017 and 2018, respectively) Advance from residents (including advance from residents of the consolidated VIEs and their wholly-owned subsidiaries without recourse 105,656 279,534 39,108 to the Company of RMB105,656 and RMB279,534 as of December 31, 2017 and 2018, respectively) Amount due to a related party (including amount due to a related party of the consolidated VIEs and their wholly-owned subsidiaries without 10,343 1,447 recourse to the Company of nil and RMB10,343 as of December 31, 2017 and 2018, respectively) Deposits from residents (including deposits from residents of the consolidated VIEs and their wholly-owned subsidiaries without recourse 90,447 287,304 40,195 to the Company of RMB90,447 and RMB287,304 as of December 31, 2017 and 2018, respectively) Accrued expenses and other current liabilities (including accrued expenses and other current liabilities of the consolidated VIEs and their wholly- 52,594 214,170 29,963 owned subsidiaries without recourse to the Company of RMB52,594 and RMB203,994 as of December 31, 2017 and 2018, respectively) Total current liabilities 1,160,879 4,582,077 641,055 The accompanying notes are an integral part of these consolidated financial statements. F-4

PHOENIX TREE HOLDINGS LIMITED CONSOLIDATED BALANCE SHEETS (Continued) (All amounts in thousands, except for share and per share data) 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 their wholly-owned subsidiaries without recourse to the Company of 186,891 182,646 25,553 RMB186,891 and RMB182,646 as of December 31, 2017 and 2018, respectively) Deposits from residents (including deposits from residents of the consolidated VIEs and their wholly-owned subsidiaries without recourse 12,710 51,539 7,211 to the Company of RMB12,710 and RMB51,539 as of December 31, 2017 and 2018, respectively) 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) The accompanying notes are an integral part of these consolidated financial statements. F-5

PHOENIX TREE HOLDINGS LIMITED CONSOLIDATED BALANCE SHEETS (Continued) (All amounts in thousands, except for share and per share data) As of December 31, 2017 2018 RMB RMB US$ (Note (2d)) MEZZANINE EQUITY Series A-1 Convertible Preferred Shares (US$0.00002 par value, 118,750,000 shares authorized, issued and outstanding as of December 31, 2017 and 1,335 1,402 196 2018; Liquidation value of RMB1,335 and RMB1,402 as of December 31, 2017 and 2018) 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 of 28,615 32,156 4,499 December 31, 2017 and 2018; Liquidation value of RMB33,814 and RMB35,517 as of December 31, 2017 and 2018) Series A-2-I Redeemable Convertible Preferred Shares (US$0.00002 par value, 16,967,466 shares authorized, issued and outstanding as of December 31, 2017 and 2018, Redemption value of RMB6,256 and 6,256 6,826 955 RMB6,826 as of December 31, 2017 and 2018; Liquidation value of RMB7,046 and RMB7,401 as of December 31, 2017 and 2018) 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 issued and outstanding as of December 31, 2017 and 2018, Redemption value of 104,455 118,316 16,553 RMB104,455 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) Series B-1 Redeemable Convertible Preferred Shares (US$0.00002 par value, nil and 183,823,115 shares authorized, issued and outstanding as of December 31, 2017 and 2018, Redemption value of nil and RMB440,721 440,721 61,659 as of December 31, 2017 and 2018; Liquidation value of nil and RMB617,688 as of December 31, 2017 and 2018) Series B-2 Redeemable Convertible Preferred Shares (US$0.00002 par value, nil and 141,000,686 shares authorized, issued and outstanding as of December 31, 2017 and 2018, Redemption value of nil and RMB510,802 510,802 71,464 as of December 31, 2017 and 2018; Liquidation value of nil and RMB731,473 as of December 31, 2017 and 2018) Series C Redeemable Convertible Preferred Shares (US$0.00002 par value, nil and 226,297,396 shares authorized, issued and outstanding as of December 31, 2017 and 2018, Redemption value of nil and RMB1,749,409 1,749,409 244,751 as of December 31, 2017 and 2018; Liquidation value of nil and RMB1,715,800 as of December 31, 2017 and 2018) Total mezzanine equity 140,661 2,859,632 400,077

The accompanying notes are an integral part of these consolidated financial statements. F-6

PHOENIX TREE HOLDINGS LIMITED CONSOLIDATED BALANCE SHEETS (Continued) (All amounts in thousands, except for share and per share data) As of December 31, 2017 2018 RMB RMB US$ (Note (2d)) SHAREHOLDERS' DEFICIT Ordinary 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; 35 35 5 287,500,000 shares issued and outstanding as of December 31, 2017 and 2018) 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

The accompanying notes are an integral part of these consolidated financial statements. F-7

PHOENIX TREE HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(All amounts in thousands, except for share and per share data) For the Year Ended December 31, 2017 2018 RMB RMB US$ (Note (2d)) Revenues 656,782 2,675,031 374,251 Operating 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 2,830 Investment 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 Tree (285,647) (1,476,747) (206,604) Holdings Limited

The accompanying notes are an integral part of these consolidated financial statements. F-8

PHOENIX TREE HOLDINGS LIMITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Continued) (All amounts in thousands, except for share and per share data) For the Year Ended December 31, 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 337 taxes of RMB112 Less: reclassification adjustment for gain on available-for-sale securities realized in net income, net of income taxes of (337) (47) RMB112 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 of (269,410) (1,370,430) (191,729) Phoenix Tree Holdings Limited

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 The accompanying notes are an integral part of these consolidated financial statements. F-9

PHOENIX TREE HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT

(All amounts in thousands, except for share and per share data) Shareholders' deficit Accumulated Additional attributable Non- Total Ordinary other Accumulated paid in to Controlling Shareholders' Shares Comprehensive Deficit capital Phoenix Tree Interest Deficit Income/(loss) Holdings Limited Shares RMB RMB RMB RMB RMB RMB RMB Balance as of January 1, 300,000,000 35 (360) (91,106) (91,431) (91,431) 2017 Net loss (271,524) (271,524) (271,524) Cancellation of restricted (75,000,000) shares forfeited Share-based compensation 62,500,000 8,569 8,569 8,569 Foreign currency translation adjustment, 1,777 1,777 1,777 net of nil income taxes Unrealized holding gains on available-for-sale 337 337 337 security, net of income taxes of RMB112 Accretion and modification of redeemable convertible (8,569) (5,554) (14,123) (14,123) preferred shares

Balance as of 287,500,000 35 1,754 (368,184) (366,395) (366,395) December 31, 2017 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, (4,478) (4,478) (4,478) net of nil income taxes Reclassification adjustment for gain on available for (337) (337) (337) sale securities, net of income taxes of RMB112 Accretion and modification of redeemable convertible (5,808) (105,324) (111,132) (111,132) preferred shares

Balance as of 287,500,000 35 (3,061) (1,839,123) (1,842,149) (4,134) (1,846,283) December 31, 2018

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Balance as of December 31, 5 (428) (257,303) (257,726) (578) (258,304) 2018US$(Note (2d))

The accompanying notes are an integral part of these consolidated financial statements. F-10

PHOENIX TREE HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(All amounts in thousands, except for share and per share data) For the Year Ended December 31, 2017 2018 RMB RMB US$ (Note (2d)) CASH FLOWS FROM OPERATING ACTIVITIES Net 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 52,217 Share-based compensation 8,569 5,808 813 Loss on disposal of property and equipment 1,470 7,859 1,100 Foreign currency exchange loss, net 2,971 416 Investment income (1,606) (1,778) (249) Change in fair value of convertible loan 441 6,962 974 Changes in operating assets and liabilities: Accounts receivable 3,505 2,272 318 Advance 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 2,376 Rental payable 31,678 149,316 20,890 Advance from residents 91,073 173,878 24,326 Current and non-current deposits from residents 75,348 235,686 32,974 Accrued 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 ACTIVITIES Purchase 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) The accompanying notes are an integral part of these consolidated financial statements. F-11

PHOENIX TREE HOLDINGS LIMITED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) (All amounts in thousands, except for share and per share data) For the Year Ended December 31, 2017 2018 RMB RMB US$ (Note (2d)) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from bank borrowings 1,725,476 5,637,551 788,722 Repayment 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 Convertible (1,000) Preferred Shares Proceeds from Series B-1 Redeemable Convertible Preferred Shares 379,542 53,100 Payments of issuance cost of Series B-1 Redeemable Convertible (8,091) (1,132) Preferred Shares Loan provided by a related party 10,343 1,447 Proceeds from Series B-2 Redeemable Convertible Preferred Shares 321,040 44,915 Payments of issuance cost of Series B-2 Redeemable Convertible (3,249) (455) Preferred Shares Proceeds from Series C Redeemable Convertible Preferred Shares 1,737,750 243,120 Payments of issuance cost of Series C Redeemable Convertible Preferred (6,800) (951) Shares 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 restricted (6,110) 47,142 6,595 cash Net increase in cash and restricted cash 212,470 2,251,532 315,001 Cash 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 22,641 Income tax paid Accrual of purchase of property and equipment 129,825 701,906 98,200 Issuance of Series A-2-I Redeemable Convertible Preferred Shares upon 6,250 conversion of convertible loan Issuance of Series B-2 Redeemable Convertible Preferred Shares upon 133,168 18,631 conversion of convertible loan The accompanying notes are an integral part of these consolidated financial statements. F-12

PHOENIX TREE HOLDINGS LIMITED

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 variable interest entities ("VIEs") and VIEs' wholly-owned subsidiaries (collectively referred to as "the Group"), leases apartments from property owners, 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 principal operations 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 in January 2015 and November 2016, respectively. Shanghai Yishui holds the license of telecommunications and information services, or ICP license, from the government in order to carry out online rental platform operations in China. The recognized and unrecognized revenue-producing assets that were held by VIEs primarily consisted of leasehold improvement, furniture and appliance, leasehold improvements under construction, operating leases for the apartments and ICP license. The equity interests of Zi Wutong and Shanghai Yishui (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 of contractual agreements, including Exclusive Business Cooperation Agreement, Equity Pledge Agreement, Exclusive Call Option Agreement, Spousal Consent Letters and Power of Attorney Agreements (collectively, the "VIE Agreements"), were entered among Zi Wutong, Xiaofangjian and nominee equity holders of Zi Wutong and among Shanghai Yishui, Xiaofangjian and nominee equity holders of Shanghai Yishui. Through the VIE Agreements, the nominee equity holders of the VIEs have granted all their legal rights including voting rights and disposition rights of their equity interests in the VIEs to WOFE. The nominee equity holders of the VIEs do not participate significantly in income and loss and do not have the power to direct the activities of the VIEs that most significantly impact 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 a controlling financial interest in the VIEs because the WOFE has (i) the power to direct activities of the VIEs that most significantly impact the economic performance of the VIEs; and (ii) the obligation to absorb the expected losses and the right to receive expected residual return of the VIEs that could potentially be significant to the VIEs. Thus, the Company, through the WOFE, is the primary beneficiary of the VIEs. Under the terms of the VIE Agreements, the WOFE has (i) the right to receive economic benefits that could potentially be significant to the VIE in the form of service fees under the Exclusive Business Cooperation Agreement; (ii) the right to receive all dividends declared by the VIE and the right to all undistributed earnings of the VIE; (iii) the right to receive the residual benefits of the VIE through its exclusive option to acquire 100% of the equity interests in the VIE, to the extent permitted under PRC F-13

PHOENIX TREE HOLDINGS LIMITED NOTES 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 obligations to fund the deficit, and such rights and obligations have been vested to the Company. All of the deficit (net liabilities) and net loss of the VIEs 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 exclusive service provider for the provision of business support, technology and consulting services to the VIEs. Unless a written consent is given by WOFE, the VIEs are not allowed to engage a third party to provide such services, while WOFE is able to designate another party to render such services to the VIEs. WOFE shall bill the VIEs on a quarterly basis for the service fee at an amount determined by the workload and commercial value. WOFE have the rights to adjust the basis of calculation of the service fee amount according to service provided to the VIEs. WOFE owns the exclusive intellectual property rights, whether created by WOFE or the VIEs, as a result of the performance of the Exclusive Business Cooperation Agreement. The Exclusive Business Cooperation Agreement will be in effect until terminated 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 VIEs to guarantee the nominee equity holders' and the VIEs' performance of their obligations under the contractual arrangements, which include the Power of Attorney Agreements, Exclusive Business Cooperation Agreements and Exclusive Call Option Agreements. If the VIEs or the nominee equity holders breach their contractual obligations under these agreements, WOFE, as pledgee, will be entitled to certain rights regarding the pledged interests, including receiving proceeds from the auction or sale of all or part of the pledged interests of the VIEs in accordance with the law. Each nominee equity holder of the VIEs agrees that, during the term of the equity pledge agreement, he will not dispose of the pledged equity interests or create or allow any encumbrance on the pledged equity interests without the prior written consent of WOFE. The equity pledge agreements remain effective until the VIEs and their nominee equity holders discharge all their obligations under the contractual arrangements or all secured indebtedness has been fully paid. The pledge was registered with the relevant local administration for industry and commerce in January 2019 and will remain binding until the VIEs and their nominee equity holders discharge all their obligations under the contractual arrangements. The registration of the equity pledge enables 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 option to purchase, or have its designated person or persons to purchase, F-14

PHOENIX TREE HOLDINGS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) (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 RMB1 or the minimum price permitted under PRC law. The equity holders should remit to the Company any amount that is paid by the Company or its designated person(s) in connection with the purchased equity interest. Without prior written consent of WOFE, the VIEs and 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 other beneficial interests, commit to any liabilities, provide any loans to any person, enter into any material contract with a value of more than RMB500,000 (except those contracts entered into in the ordinary course of business), conduct mergers or acquisitions or make any investments, liquidate the VIEs or distribute dividends to the equity holders. Each equity holder of the VIEs has agreed that, without prior written consent of WOFE, he will not sell, pledge or otherwise dispose his or her equity interests in the VIEs or create or allow any encumbrance on their equity interests. The VIEs and the equity holders shall appoint those individuals recommended by WOFE as directors of the VIEs. The agreement will remain effective until all equity interests in the VIEs held by the equity holders are transferred or 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 spouse confirmed that she does not enjoy any right or interest in connection with the equity interests of the VIEs. The spouse also irrevocably agreed 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 any individuals 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 nominee equity holder's rights and shareholder's voting rights such shareholder is entitled to under the laws of China and the Articles of Association of the VIEs, including but not limited to the sale or transfer or pledge or disposition of their shareholding in part or in whole, and (3) designate and appoint on behalf of such nominee equity holder the legal representative, the directors, supervisors, the chief executive officer and other senior management members of the VIEs. Each power of attorney agreement is irrevocable and continuously 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 laws and provide for the resolution of disputes through arbitration in China. Accordingly, these contracts would be interpreted in accordance with PRC laws and any disputes would be resolved in accordance with PRC legal procedures. The legal environment in the PRC is not as developed as in some other jurisdictions, such as the United States. As a result, uncertainties in the PRC legal system could limit the Company's ability to enforce these contractual arrangements. In the event that the Company is unable to enforce these contractual arrangements, or if the Company suffers significant time delays or other obstacles in the process of enforcing these contractual arrangements, it F-15

PHOENIX TREE HOLDINGS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) (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 operations and 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 contractual arrangements are legally binding and enforceable and do not violate current PRC laws and regulations. However, there are uncertainties regarding the interpretation and application of existing and future PRC laws and regulations. Accordingly, the Company cannot be assured that PRC regulatory authorities will not ultimately take a contrary view to its opinion. If the Company's corporate structure and contractual arrangements are found to be in violation of any existing or future PRC laws or regulations, the relevant regulatory authorities 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 any transactions 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 and operations; 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 to direct the activities of the VIEs or the Company's right to receive its economic benefits, the Company would no longer be able to consolidate the financial results of the VIEs in its consolidated financial statements. In the opinion of management, the likelihood of deconsolidation 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. Gao Jing and Cui Yan each holds 18% and 3% of the total ordinary shares and preferred shares issued and outstanding of the Company as of

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document December 31, 2018, respectively, assuming the conversion of the Series A, Series B and Series C convertible redeemable preferred shares to ordinary shares and the vesting of all outstanding restricted shares held by Gao Jing and Cui Yan as of such date. The Company cannot assure that when conflicts of interest arise, either of the nominee equity holders will act in the best interests of the Company or such conflicts will be resolved in the Company's favor. Currently, the Company does not have any arrangements to address potential conflicts of interest between the nominee equity holders and the Company, except that the Company could exercise the purchase option under the Exclusive Call Option agreement with the nominee equity holders to request them to transfer all of their equity 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

PHOENIX TREE HOLDINGS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) (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 contractual arrangements. Such fiduciary duty requires directors to act in good faith and in the best interests of the Company and not to use their positions for personal gains. If the Company cannot resolve any conflict of interest or dispute between the Company and the nominee equity holders of VIEs, the Company would have to rely on legal proceedings, which could result in disruption of the Company's business 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 consolidated revenues, net loss and cash flows for the years ended December 31, 2017 and 2018, have been included in the accompanying consolidated financial statements: As of December 31, 2017 2018 RMB RMB Cash 124,264 25,287 Restricted cash 139,581 Short-term investments 150,549 Accounts receivable, net 3,728 1,456 Amounts due from related parties* 1,000 473,641 Advance to landlords 62,453 301,190 Prepayments and other current assets 43,152 258,269 Total current assets 385,146 1,199,424 Restricted cash 16,010 Property and equipment, net 507,057 1,989,630 Intangible asset, net 2,053 Deposits to landlords 103,481 414,754 Other non-current assets 50,324 251,936 Total non-current assets 660,862 2,674,383 Total assets 1,046,008 3,873,807 Short-term borrowings and current portion of long-term borrowings 750,679 2,890,842 Accounts payable 129,825 358,466 Rental payable 31,678 180,994 Advance from residents 105,656 279,534 Amount due to related parties* 31,482 1,127,431 Deposits from residents 90,447 287,304 Accrued expenses and other current liabilities 52,594 203,994 Total current liabilities 1,192,361 5,328,565 Long-term borrowings, excluding current portion 186,891 182,646 Deposits from residents 12,710 51,539 Total non-current liabilities 199,601 234,185 Total liabilities 1,391,962 5,562,750

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document * 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.

F-17

PHOENIX TREE HOLDINGS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) (All amounts in thousands, except for share and per share data) 1. Description of Business and Organization (Continued) For the Year Ended December 31, 2017 2018 RMB RMB Revenues 656,782 2,675,031 Net 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 2,146,261 Net increase in cash and restricted cash 122,732 56,614 Cash and restricted cash at the beginning of the year 1,532 124,264 Cash and restricted cash at the end of the year 124,264 180,878 In accordance with VIE Agreements, WOFE has the power to direct the activities of the VIEs. Therefore, the Company considers that there are no assets in the VIEs that can be used only to settle obligations of the VIEs, except for the restricted cash of RMB155,591 pledged to secure bank borrowings (Note 8) and registered capital of RMB30 as of December 31, 2018, The creditors of VIEs do not have 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 were not 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' nominee equity 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 principles generally 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 realization of assets and the satisfaction of liabilities in the normal course of business. The Group has incurred losses since its inception. As of December 31, 2018, the Group had an accumulated deficit of RMB1,839,123 and its consolidated current liabilities exceeded current assets in the amount of RMB1,426,849. In addition, for the year ended December 31, 2018, the Group recorded a significant amount of net cash used in operating activities of RMB1,164,248. Historically, the Group had relied principally on proceeds from the issuance of preferred shares and borrowings from banks and financial institutions. These include rent financing arrangements where the Group received cash at the beginning of the lease term from financial institutions the majority of rental fee of the underlying lease agreements the 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 a period of one year after the issuance of the consolidated financial F-18

PHOENIX TREE HOLDINGS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) (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 of time. The forecasted cash flow has taken into account the expected available rent financing arrangements in the normal course of the Group's business. In addition, the Group raised funds in the amount of US$218,985 (equivalent to RMB1,500,416) through issuance of Series C-2 redeemable convertible preferred shares (See note 19(a)) in January 2019. Management also believes that the Group can adjust the pace of its business expansion and control operating expenses when necessary. The accompanying consolidated financial statements have been prepared on the basis the Group will be able to continue as a going concern for a period extending at least one year beyond 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 financial statements include the financial statements of the Company, its wholly-owned subsidiaries, VIEs in which the Company, through its WOFE, 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-owned subsidiaries 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 estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent assets and liabilities at the balance sheet date, and the reported revenues and expenses during the reported periods in the consolidated financial statements and accompanying notes. Significant accounting estimates include, but not limited to, useful lives and recoverability of property and equipment, the realization of deferred income tax assets, the fair value of share-based compensation awards, convertible loan, ordinary shares and convertible redeemable preferred shares. Changes in facts and circumstances may result in revised estimates. Actual results could 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 are solely for the convenience of the readers and were calculated at the rate of US$1.00=RMB7.1477, representing the noon buying rate in The City of New York for cable transfers of RMB as certified for customs purposes by the Federal Reserve Bank of New York on September 30, 2019. No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into US$ at that rate on September 30, 2019, or at any other rate. The US$ convenience translation is not required under U.S. GAAP and all US$ convenience translation amounts in the accompanying consolidated financial statements are unaudited. F-19

PHOENIX TREE HOLDINGS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) (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 its business, that cover a wide range of matters, including, among others, government investigations, shareholder lawsuits, and non-income tax matters. An accrual for a loss contingency is recognized when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. If a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, 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: 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

(g) Term deposits Term 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 financial institutions. Restriction on the use of such cash and the interest earned thereon is imposed by the banks or financial institutions and remains effective throughout the terms of the borrowings. Restricted cash that will be released to cash within the next 12 months is classified 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 the PRC. F-20

PHOENIX TREE HOLDINGS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) (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 the PRC which are redeemable at the option of the Group on any working day. Short-term investments are reported at fair value, with unrealized holding gains or losses, net of the related income tax effect, excluded from earnings and recorded as a separate component of accumulated other comprehensive income/(loss) until realized. Realized gains or losses from the sale of short-term investments are determined 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 the straight-line method over the estimated useful lives of the assets, as follows: Apartment leasehold improvement Shorter of 5 years or lease term Apartment furniture and appliances Shorter of useful life (3 - 5 years) or lease term Office leasehold improvement, furniture, electronic 3 - 5 years equipment, and software Costs incurred in the construction of property and equipment are capitalized and transferred into their respective asset category when the assets are ready for their intended use, at which time depreciation commences. Ordinary maintenance and repairs are charged to expenses as incurred, while replacements and betterments are capitalized. When items are retired or otherwise disposed of, income is charged 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 circumstances indicate that the carrying value of such assets may not be recoverable. Recoverability of a long-lived asset or asset group to be held and used is measured by a comparison of the carrying amount of an asset or asset group to the estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying value of an asset or asset group exceeds its estimated undiscounted future cash flows, an impairment loss is recognized by the amount that the carrying value exceeds the estimated fair value of the asset or asset group. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third party independent appraisals, as considered necessary. Assets to be disposed are reported at the lower of carrying amount or fair value less costs to sell, and are no longer depreciated. No impairment of long-lived assets was recognized for any of the years presented. F-21

PHOENIX TREE HOLDINGS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) (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 is reflected in the prepayments and other current assets, and VAT payable balance is recorded in the accrued expenses and other current liabilities. (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 transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based 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 value measurements. Accounting guidance establishes a three-level fair value hierarchy and requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of inputs are: Level 1Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2Include other inputs that are directly or indirectly observable in the marketplace. Level 3Unobservable 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) market approach; (2) income approach and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those 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 a related party and deposits from residents. The Group measures short-term investments at fair value on a recurring basis. Short-term investments include financial products issued by financial institutions, which are valued based on price per unit quoted by financial institutions. They are categorized in Level 2 of the fair value hierarchy. The fair value of long-term borrowings is based on the amount of future cash flows associated with each debt instrument discounted at the Company's current borrowing rate for similar debt instruments of comparable terms. As of December 31, 2017 and 2018, 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 the Company's bankers for similar debt instruments of comparable maturities. As of December 31, 2017 and 2018, the carrying values of other financial instruments approximated to their fair values due to the short maturity. F-22

PHOENIX TREE HOLDINGS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) (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, renewable upon consent of both parties on an annual basis. The agreements specify monthly billing, including rent, service charge based on a fixed percentage 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 a week. The Group accounts for total billing under the rental agreements with residents as leases in accordance with ASC 840. Revenues from 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 is entitled to the rental deposits and part of the rental fee received in advance as penalties based on the rental agreements. The Group recognizes 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 of the lease revenue and amortized over the lease term on a straight-line basis. For the years ended December 31, 2017 and 2018, the Company 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 in sales 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 the following 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 lease payments 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 lease is 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's leases 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 lease term. 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 no legal 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 and appliances, electronic equipment and software. F-23

PHOENIX TREE HOLDINGS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) (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 charged by the Group's agents based on the number of apartments they helped the Group successfully lease from the property owners. The cost of services provided to the Group's residents mainly consist of apartments cleaning expenses, utilities, maintenance fee, processing fee charged 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 successfully leases to residents. Advertising expenses, which consist primarily of online and offline advertisements, are expensed as incurred. The advertising 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 corporate functions, 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 for employees 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 to eligible 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 vesting schedule on a straight-line basis over the requisite service period for the entire award, provided that the cumulative amount of compensation 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 a tranche-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. F-24

PHOENIX TREE HOLDINGS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) (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 contribution plan, pursuant to which certain retirement, medical, housing and other welfare benefits are provided to employees. PRC labor laws require the entities incorporated in China to pay to the local labor bureau a monthly contribution calculated at a stated contribution rate on 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 to RMB26,472 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 and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the relevant tax jurisdictions. Deferred income taxes are provided using the liability method. Under this method, deferred income tax assets and liabilities are recognized for the tax effects of temporary differences and are determined by applying enacted tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates or tax laws is recognized in the consolidated statements of comprehensive loss in the period the change in tax rates or tax laws is enacted. A valuation allowance is provided to reduce the amount of deferred income tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred income tax assets will not be realized. The effect on deferred income taxes arising from a change in tax rates is recognized in the consolidated statements 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 Group recognizes the benefit of a tax position in its consolidated financial statements if the tax position is "more likely than not" to prevail based on the facts and technical merits of the position. Tax positions that meet the "more likely than not" recognition threshold are measured 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 of statutory limitations. In addition, changes in facts, circumstances and new information may require the Group to adjust the recognition and measurement estimates with regard to individual tax positions. Accordingly, unrecognized tax benefits are periodically reviewed and re-assessed. Adjustments, if required, are recorded in the Group's consolidated financial statements in the period in which the change that necessities the adjustments occurs. The ultimate outcome for a particular tax position may not be determined with certainty prior to the conclusion of a tax audit and, in certain circumstances, a tax appeal or litigation process. The Group records interest and penalties related to unrecognized tax benefits (if any) in interest expenses and general and administrative expenses, respectively. As of December 31, 2017 and 2018, the Group did not have any significant unrecognized uncertain tax positions. F-25

PHOENIX TREE HOLDINGS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) (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-owned subsidiary incorporated at Hong Kong S.A.R. is the United States dollars ("US$"). The functional currency of the Company's PRC subsidiary, VIE and VIE's subsidiaries is the RMB. Transactions denominated in currencies other than the functional currency are remeasured into the functional currency at the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in a foreign currency are remeasured into the functional currency using the applicable exchange rate at the balance sheet date. The resulted exchange differences are 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 from the functional currency into RMB. Assets and liabilities are translated into RMB using the applicable exchange rates at the balance sheet date. Equity accounts other than earnings (deficits) generated in the current period are translated into RMB using the appropriate historical 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 the consolidated statements of comprehensive loss, and the accumulated foreign currency translation adjustments are recorded as a component 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 PRC government, controls the conversion of RMB to foreign currencies. The value of the RMB is subject to changes of central government policies and international economic and political developments affecting supply and demand in the China foreign exchange trading system market. (z) Concentration and risk Concentration of customers and suppliers There are no customers or suppliers from whom revenue or purchases individually represent greater than 10% of the total revenues or 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 credit standing of the counterparties or financial institutions. F-26

PHOENIX TREE HOLDINGS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) (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 asset 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 any derivative 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 into consideration the accretions to redemption value of the preferred shares (if any), by the weighted average number of ordinary shares outstanding during the year. Under the two-class method, any net income is allocated between ordinary shares and other participating securities based on their participating rights, whereas any net loss is not allocated to participating securities as they do not have contractual obligation to share loss. Diluted loss per share is calculated by dividing net loss attributable to ordinary shareholders, as adjusted for the accretions to redemption value of the preferred shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period. Ordinary equivalent shares consist of shares issuable upon the conversion of the preferred shares using the if-converted method. Potential ordinary shares include options to purchase ordinary shares and restricted ordinary shares granted to founders, unless they were anti-dilutive. The computation of diluted earnings/(loss) per share does not assume conversion, exercise, or contingent issuance of securities that would have an anti-dilutive effect (i.e. an increase in earnings per share amounts or a decrease in loss 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 consolidated results when making decisions about allocating resources and assessing performance of the Group. For the purpose of internal reporting and management's operation review, the Company's Chief Executive Officer does not segregate the Group's business. All products and services are viewed as in one segment, which is residential rental segment. All the Group's long-lived assets were located in PRC as of December 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 appropriations from 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 surplus fund must be 10% of the after-tax profits as determined under PRC GAAP. Appropriation is not required if the statutory surplus fund has reached 50% of the registered capital of the PRC companies. Appropriation to the discretionary surplus fund is made at the discretion of the PRC companies. F-27

PHOENIX TREE HOLDINGS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) (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 or increase the registered capital of the respective companies. These reserves are not allowed to be transferred to the Company by way of cash 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 PRC subsidiary, 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 increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Additionally, the ASU will require disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases, including qualitative and quantitative 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)Targeted Improvements, which allows an additional transition method to adopt the new lease standard at the adoption date, as compared to the beginning of the earliest period presented, and recognize a cumulative-effect adjustment to the beginning balance of retained earnings in the period of adoption. Topic 842 is effective for public companies for annual reporting periods, and interim periods within those years beginning after December 15, 2018. For all other entities, it is effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted. As the Company is an "emerging growth company" and elects to apply for the new and revised accounting standards at the effective date for a private company, the Company will apply ASU 2016-02 for the fiscal year ending December 31, 2020. The Company is currently evaluating the impact of adopting this standard 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 cash flows is as follows: As of December 31, 2017 2018 RMB RMB Cash 214,002 1,087,258 Restricted cash-current 1,362,266 Restricted cash-non current 16,010 Total cash and restricted cash shown in the consolidated statement of 214,002 2,465,534 cash flows

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PHOENIX TREE HOLDINGS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) (All amounts in thousands, except for share and per share data) 4. SHORT-TERM INVESTMENTS Short-term investments consisted of the following: As of December 31, 2017 2018 RMB RMB Aggregate cost basis 150,100 Gross unrealized holding gain 449 Aggregate fair value 150,549

The Group's short-term investments represent wealth management products issued by commercial banks in the PRC which are redeemed 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: As of December 31, 2017 2018 RMB RMB Deductible input VAT 5,414 118,850 Deferred rental commission (a) 11,134 48,731 Deposits to landlords 12,899 21,924 Prepaid marketing expense 4,662 21,532 Receivables from payment channels 3,272 23,127 Others 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.

F-29

PHOENIX TREE HOLDINGS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) (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: 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 1,598 6,698 software Property and Equipment 639,321 2,493,212 Less: Accumulated depreciation (132,264) (503,582) Property and Equipment, net 507,057 1,989,630

Depreciation expenses of leasehold improvement, furniture and appliances for apartments were RMB98,453 and RMB371,901 for the years ended December 31, 2017 and 2018, respectively. Depreciation expenses of leasehold improvement, furniture, electronic equipment 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: As of December 31, 2017 2018 RMB RMB Deferred rental commission 5(a) 50,324 203,295 Prepaid deposit for business acquisition (a) 45,000 Others 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).

F-30

PHOENIX TREE HOLDINGS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) (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 1,947,592 Bank loans (b) 742,000 Entrusted loan (c) 200,000 Current portion of long-term borrowing 10 1,250 Short-term borrowings and current portion of long-term 750,679 2,890,842 borrowings

(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.

PHOENIX TREE HOLDINGS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) (All amounts in thousands, except for share and per share data) 8. SHORT-TERM BORROWINGS AND CURRENT PORTION OF LONG-TERM BORROWINGS (Continued) 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.

9. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES As of December 31, 2017 2018 RMB RMB Payroll payable 27,147 150,161 Others 25,447 64,009 Accrued expenses and other current liabilities 52,594 214,170

Others mainly include VAT payable and deposits refundable to residents upon termination. 10. LONG-TERM BORROWINGS, EXCLUDING CURRENT PORTION As of December 31, 2017 2018 RMB RMB Long-term bank loans (a) 4,500 Less: 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.

F-32

PHOENIX TREE HOLDINGS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) (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 the following payment schedule: Year ending December 31, RMB 2019 1,250 2020 181,396 2021 1,250 Total 183,896

11. CONVERTIBLE LOAN On 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 of the outstanding principal of the 2016 Convertible Loan into the Company's shares upon next round of financing. The interest rate of 2016 Convertible Loan is 10% per annum. However, no interest shall be accrued on the outstanding principal amount, if any portion of the 2016 Convertible Loan is converted to the Company's preferred shares. The conversion price is 80% of the per share price of the next round of financing if such financing is closed before December 31, 2016. On March 6, 2017, the Company issued 16,967,466 Series 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 seven institutional 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 of the 2018 Convertible Loan to the Company's preferred shares upon next round of financing. The interest rate of 2018 convertible loan is 8% per annum. However, no interest shall be accrued on the outstanding principal amount, if any portion of the principal amount is converted to the Company's preferred shares. The conversion price is 80% of the per share price of the next round of financing if the financing occurs within 12 months from closing or or 70% of the per share price of the next round of financing if the financing occurs after 12 months from the closing. The 2018 Convertible Loan was converted to 41,777,981 Series B-2 Preferred Shares at the price of US$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 receive a variable number of shares of an unspecified future series of preferred shares with an aggregate fair value that is based on a fixed monetary amount. Because the payoff from such contingent exchange features is based on a fixed monetary amount, the Company considered such features are akin to contingent prepayment options that are settleable in a variable number of shares. The Company elected the fair value option for the 2016 Convertible Loan and the 2018 Convertible Loan. The Company adopted a scenario-weighted average method to estimate the fair value of the convertible loan based on the probability of each scenario and pay-off of convertible loan under each scenario. Changes in fair value of convertible loan in the amount of RMB441 and RMB6,962 for the years ended December 31, 2017 and 2018, respectively, are recognized in the consolidated statements of comprehensive loss. F-33

PHOENIX TREE HOLDINGS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) (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: Series A-1 Series A-2 Series A-2-I Series A-3 Series B-1 Series B-2 Series C Total Preferred Preferred Preferred Preferred Preferred Preferred Preferred equity Shares Shares Shares Shares Shares Shares Shares 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 3,170 345 10,608 14,123 convertible preferred shares 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 2,024 245 8,328 35,908 25,625 39,002 111,132 convertible preferred shares 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

In March 2015, the Company issued 27,500,000 (pre share split) Series A-1 convertible preferred shares ("Series A-1 Preferred Shares") at US$0.0086 per share to Napa Time Holdings Inc. The total proceeds from the issuance of Series A-1 Preferred Shares was US$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 redesigned from 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 Preferred Share 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 Preferred Shares") at US$0.0420 per share to Mr. Luo Shaohu (Note 11). Additionally, the Company issued 275,076,555 Series A-3 redeemable convertible preferred shares ("Series A-3 Preferred Shares") at US$0.0530 per share to Mr. Luo Shaohu, Joy Capital I, L.P., KIT Cube Limited 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 Preferred Shares") at US$0.3264 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 Fund II, L.P., BAI GmbH, G&M Capital Holding Limited and R Capital Growth Fund LP. The total proceeds from the issuance of Series B-1 Preferred Shares was US$60,000 (equivalent to RMB379,542). The issuance cost was US$1,214 (equivalent to RMB8,091). F-34

PHOENIX TREE HOLDINGS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) (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 Capital II, L.P., R Capital Growh Fund LP, Vision Plus Capital Fund II, L.P., BAI GmbH, G&M Capital Holding Limited and Internet Fund IV Pte. 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 cost was US$501 (equivalent to RMB3,249). In September 2018, the Company issued 226,297,396 Series C redeemable convertible preferred shares ("Series C Preferred Shares") 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-3 Preferred Shares, Series B-1 Preferred Shares, Series B-2 Preferred Shares and Series C Preferred Shares (collectively "Preferred Shares") as mezzanine equity on the consolidated balance sheets since they are contingently redeemable at the option of the holders after a specified time period. The Company concluded the embedded conversion and redemption option did not need to be bifurcated pursuant to ASC 815 because these terms do not permit net settlement, nor they can be readily settled net by a means outside the contract, nor they can provide for delivery of an asset that puts the holders in a position not substantially different from net settlement. The Company also determined that there was no beneficial conversion feature attributable to Preferred Shares because the initial effective conversion prices of Preferred Shares were higher than the fair value of the Company's ordinary shares at the relevant commitment dates. The fair value of the Company's ordinary shares on the commitment date was estimated by management with the assistance of an independent valuation firm. 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 the earliest redemption dates. The accretions were recorded against retained earnings, or in the absence of retained earnings, by charges against additional paid-in capital. Once additional paid-in capital had been exhausted, additional charges were recorded by increasing the 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 be redeemable 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 a Qualified IPO by then. The redemption price equals to the amount at the issuance price of Series A-2 Preferred Shares plus an annual internal rate of

F-35

PHOENIX TREE HOLDINGS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) (All amounts in thousands, except for share and per share data) 12. CONVERTIBLE PREFERRED SHARES (Continued) return of twelve percent (12%), plus all accrued but unpaid dividends from the issuance date of Series A-2 Preferred Shares 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 by the Series A-2 Preferred Shareholder, however, the Company has failed to consummate the Qualified IPO due to certain circumstances caused by any members other than the Series A-2 Preferred Shareholder. The Company and the members other 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 internal rate of return of twenty five percent (25%), plus all accrued but unpaid dividends from the issuance date of Series A-2 Preferred Shares until the date of receipt by the holder the full redemption price, proportionally adjusted for any share splits, share dividends, combinations, recapitalizations or similar transactions; and (B) fair market value of the Series 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 Shares were 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 these preferred shares if: At any time after the fifth (5th) anniversary of the issuance date of Preferred Shares Series A-3, if the Company has not consummated a Qualified IPO by then. The redemption price equals to the amount at the issuance price of Series A-2 Preferred Shares plus an annual internal rate of return of twelve percent (12%), plus all accrued but unpaid dividends from the respective issuance date 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 and A-3 Preferred Shares were modified to be the same as Series B-1 Preferred Shares, in which they were redeemable at the option of holders 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 that invalidates the cooperation documents or results in the Company no longer controlling the domestic companies, or any breach of the cooperation documents, and such invalidity or breach cannot be or is not cured or settled in any manner to the satisfaction of any holder of Preferred Shares within 30 days after the occurrence of such event, or (C) in the event of any material breach of the transaction documents which results in a material adverse effect, and such breach cannot be or is not cured or settled in any manner to the satisfaction of any holder of preferred shares within 30 days after the occurrence of such breach, at the written request to the Company made 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 converted and fully diluted basis). The redemption price equals to the amount at the issuance price of preferred shares plus an annual internal rate of return of eight percent (8%), plus all accrued but unpaid dividends from the respective issuance date of preferred shares until the date of receipt by the holder of the full respective Redemption Price. F-36

PHOENIX TREE HOLDINGS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) (All amounts in thousands, except for share and per share data) 12. CONVERTIBLE PREFERRED SHARES (Continued) 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-1 Preferred 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 Preferred Shares will become redeemable. The Company accretes changes in the redemption value over the period from the date of issuance to the earliest 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 following December 31, 2018 assuming the Company has not consummated a Qualified IPO, are as follows: Year ending December 31, RMB 2019 2020 2021 2022 2023 4,111,837 Conversion Rights Each 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 other dilutive events. Each preferred share is convertible into a number of ordinary shares determined by dividing the applicable original issuance price by the conversion price. The conversion price of each preferred share is the same as its original issuance price and no adjustments to conversion price have occurred except the conversion price of Series A-1 and A-2. Preferred Shares was adjusted from original 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 of December 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 or consent 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 converted basis. Preferred shares shall vote separately as a class with respect F-37

PHOENIX TREE HOLDINGS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) (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 be entitled to receive, on an annual basis, preferential, non-cumulative dividends at the rate equal to eight percent (8%) of the Original Series 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 if declared by the Board (including the approval of Series A-2 Preferred Shareholder). All accrued but unpaid dividends shall be paid in cash when and as such cash becomes legally available to the holders of Series A-2 Preferred Shares immediately prior to the closing of a Qualified IPO or a Liquidation Event. No dividends shall be declared or paid on Series A-1 Preferred Shares, unless and until all declared dividends on each outstanding Series A-2 Preferred Share has been paid or set aside for payment to the holders of each outstanding 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 for Series 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, share dividends, combinations, recapitalizations and similar transactions) per annum calculated from the closing date, payable if, as and when declared 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 preferred shares 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 as adjusted for any share splits, share dividends, combinations, recapitalizations and similar transactions, plus all declared but unpaid dividends ("Liquidation Preference Amount"), in preference to any distribution to any ordinary shareholders and any other preferred shareholders of the Company. If the liquidation amount, based on the assets of the Company or proceeds received by the Company or its shareholders available for distribution to shareholders, that each holder of the Series C Preferred Shares of the Company is entitled to receive per share, 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 purchase price of Series C Preferred Shares (as adjusted for any share splits, share dividends, combinations, recapitalizations and similar transactions), the Series C Liquidation Preference Amount shall not apply, and all the assets and proceeds available for distribution shall be allocated to all the holders of the Shares of the Company on a pro-rata and as-converted basis.

F-38

PHOENIX TREE HOLDINGS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) (All amounts in thousands, except for share and per share data) 12. CONVERTIBLE PREFERRED SHARES (Continued) (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 and Series A-2 Preferred Shares shall be entitled to receive a per share amount equal to 150% of the original preferred share issue 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 of Series B-2, Series B-1, Series A-3, Series A-2-I and Series A-2 Preferred Shares. If the liquidation amount, based on the assets of the Company or proceeds received by the Company or its shareholders available for distribution to shareholders, that each holder of the Series B-2, Series B-1, Series A-3, Series A-2-I and Series A-2 Preferred Shares of the Company is entitled to receive per share, if the distribution is made on a pari passu and pro rata basis, will not be less than 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-2 Preferred Shares (as adjusted for any share splits, share dividends, combinations, recapitalizations and similar transactions), the Series B-2, Series B-1, Series A-3, Series A-2-I and Series A-2 Liquidation Preference Amount shall not apply, and all the assets and proceeds available for distribution shall be allocated to all the holders of the Shares of the 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-2 Preferred Shares, the holders of Series A-1 Preferred Shares are entitled to receive an amount equal to their respective purchase 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 other preferred shareholders of the Company;

(d) After such liquidation amounts have been paid in full, any remaining funds or assets of the Company legally available for distribution to shareholders shall be distributed on a pro rata, pari passu basis among the holders of the Preferred Shares, 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 Shares were 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 rata basis will not be less than 4 and 6 times of the original issuance price, respectively, all the assets and proceeds available for distribution shall be allocated to all the holders of the Shares of the Company on a pro-rata and as-converted basis. The liquidation term of Series A-2 Preferred Shares were amended that Series A-2 Preferred Shares is entitled to receive per share on a pari passu and pro rata basis 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-2 Preferred Shares represents an extinguishment based on a fair value approach. If the fair value of the preferred shares immediately before and after the amendment is significantly different (by more than 10%), the amendment or modification represents an extinguishment. 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 Preferred Shares did not represent an extinguishment, and therefore modification accounting was applied by analogy to the modification guidance contained in ASC 718-20, CompensationStock F-39

PHOENIX TREE HOLDINGS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) (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 a deemed dividend reconciling net loss to net loss attributable to ordinary shareholders as there is a transfer of value from the ordinary shareholders to the preferred shareholders. Modifications that result in a decrease in the fair value of the modified preferred shares were not 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 was approved by the Company's board of directors in May 2016) became restricted and subject to service vesting conditions. 25% of the restricted shares vested and were released from restriction at the first anniversary of November 24, 2015, and the remaining 75% of the restricted 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 his restricted shares were forfeited. Such restricted shares were cancelled in March 2017 in accordance with the board of director's resolution. 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 will vest 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: Number of shares Unvested at December 31, 2016 164,062,500 Granted 62,500,000 Vested (88,802,083) Unvested at December 31, 2017 137,760,417 Vested (71,875,000) Unvested at December 31, 2018 65,885,417

The amounts of stock compensation expense in relation to the restricted ordinary shares recognized in the years ended December 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 is expected to be recognized over a weighted average period of approximately 0.92 year. F-40

In 2017, the Company's Board of Directors approved 2017 Stock Incentive Plan (the "2017 Plan") under which a maximum aggregate number of ordinary shares that may be issued pursuant to all awards granted shall be 75,000,000 shares. Stock options granted to eligible employees under the 2017 Plan will be exercisable upon the Company's completion of a Qualified IPO. 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 installments over the following three years commencing from the vesting date of the first installment. Before the Company completes a Qualified IPO, 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 termination of employment of the employee. In April and December 2017, the Company granted 24,610,000 and 22,399,066 stock options to its employees, respectively. In June and December 2018, the Company granted 5,550,000 and 3,250,000 stock options to its employees, respectively. The exercise price is US$0.0500 for these stock options granted. A summary of the share options activities for the years ended December 31, 2017 and 2018 is presented below: Weighted Weighted Aggregate Number of remaining average intrinsic shares contractual exercise price value years US$ US$ Outstanding at January 1, 2017 Granted 47,009,066 0.0500 Forfeited Outstanding at December 31, 2017 47,009,066 0.0500 Granted 8,800,000 0.0500 Forfeited 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

F-41

PHOENIX TREE HOLDINGS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) (All amounts in thousands, except for share and per share data) 13. SHARE-BASED COMPENSATION (Continued) The fair value of the options granted is estimated on the dates of grant using the binomial option pricing model with the following assumptions used: 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 ~ 2.8 Fair value of underlying ordinary share US$0.0231 ~ 0.1164 US$0.2479 ~ 0.9466 Expected term 10 10 The expected volatility was estimated based on the historical volatility of comparable peer public companies with a period of time close 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 option valuation date. The expected exercise multiple was estimated as the average ratio of the stock price to the exercise price of when employees would decide to voluntarily exercise their vested options. As the Company did not have sufficient information of past employee exercise history, it was estimated by referencing to a widely-accepted academic research publication. Expected dividend yield is zero as the Company has never declared or paid any cash dividends on its shares, and the Company does not anticipate any dividend payments 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 ended December 31, 2017 and 2018, respectively. Since the exercisability is dependent upon the Company's IPO, and it is not probable that this performance condition can be achieved until the IPO is effective, no compensation expense relating to the options was recorded for the years ended December 31, 2017 and 2018. As of December 31, 2018, the total unrecognized compensation costs associated with stock 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 of December 31, 2017: Recurring

December 31, 2017 Total RMB Level 1 Level 2 Level 3 Fair Value Assets Short-term investments (Note 4) 150,549 150,549 F-42

PHOENIX TREE HOLDINGS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) (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: For the Year Ended December 31, 2017 Change in January 1, Foreign December 31, RMB Fair Value Conversion 2017 Exchange 2017 loss Liabilities: Convertible loan (Note 11) 5,809 441 (6,250)

For the Year Ended December 31, 2017 Change in January 1, December 31, RMB Issuance Fair Value Conversion 2018 2018 loss Liabilities: Convertible loan (Note 11) 126,206 6,962 (133,168) 15. INCOME TAX a) Income tax Cayman Islands Under the current laws of the Cayman Islands, the Company is not subject to tax on income or capital gain. Additionally, the Cayman 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 profits tax at the rate of 16.5% on its taxable income generated from the operations in Hong Kong. Payments of dividends by the Hong Kong subsidiary to the Company is not subject to withholding tax in Hong Kong. A two-tiered profits tax rates regime was introduced in 2018 where 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 the remaining profits will continue to be taxed at 16.5%. There is an anti-fragmentation measure where each group will have to nominate only one company in the group to benefit from the progressive rates. No provision for Hong Kong profits tax has been made in the financial 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

PHOENIX TREE HOLDINGS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) (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: For the Year Ended December 31, 2017 2018 RMB RMB Cayman (8,049) (5,064) Hong Kong SAR 6,744 PRC, excluding Hong Kong SAR (263,587) (1,371,317) Total (271,636) (1,369,637)

The Group had no current income tax expense for the years ended December 31, 2017 and 2018, as the entities in the Group had no taxable 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") to its immediate holding company outside of China, if such immediate holding company is considered as a non-resident enterprise without any establishment or place within China or if the received dividends have no connection with the establishment or place of such immediate holding company within China, unless such immediate holding company's jurisdiction of incorporation has a tax treaty with China that provides for a different withholding arrangement. The Cayman Islands, where the Company is incorporated, does not have such tax treaty with China. According to the arrangement between Mainland China and Hong Kong Special Administrative Region on the Avoidance of Double Taxation and Prevention of Fiscal Evasion in August 2006, dividends paid by an FIE in China to its immediate holding company in Hong Kong will be subject to withholding tax at a rate of no more than 5% (if the foreign investor owns directly at least 25% of the shares of the FIE). The Group did not record any dividend withholding tax, as the Group's PRC entities have no retained earnings in any of the periods presented. The actual income tax expense reported in the consolidated statements of comprehensive loss differed from the expected income tax expense computed by applying the statutory PRC enterprise income tax rate of 25% to loss before income taxes for the years ended December 31, 2017 and 2018 as a result of the following: 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 3,423 Non-deductible expenses 26,647 46,670 Change in valuation allowance 39,090 292,428 Income tax expense/(benefit) (112) 112

F-44

PHOENIX TREE HOLDINGS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) (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, 2017 2018 RMB RMB Deferred tax assets Net operating loss carry forwards 43,083 304,553 Advertising expense 2,833 33,679 Less: 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

As of December 31, 2018, the Group had net operating loss carry forwards of approximately RMB1,218,210 attributable to the PRC subsidiaries, VIEs, and VIEs' subsidiaries. The loss carried forward by the PRC companies will expire during the period from year 2019 to year 2023. A valuation allowance is provided against deferred income tax assets when the Group determines that it is more likely than not that the 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 is more likely than not that these accumulated net operating losses and other deferred income tax assets will not be utilized in the foreseeable 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: For the Year Ended December 31, 2017 2018 RMB RMB Balance at the beginning of the year 6,714 45,804 Additions 39,090 292,428 Balance at the end of the year 45,804 338,232

According to the PRC Tax Administration and Collection Law, the statute of limitation is three years if the underpayment of taxes is due to computational errors made by the taxpayer or the withholding agent. The statute of limitation is extended to five years under special circumstances where the underpayment of taxes is more than RMB100,000. In the case of transfer pricing issues, the statute of limitation is 10 years. There is no statute of limitation in the case of tax evasion. The income tax returns of the Company's PRC subsidiaries, consolidated VIEs and VIEs' subsidiaries for the years from 2014 to 2018 are open to examination by the PRC tax authorities. F-45

PHOENIX TREE HOLDINGS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) (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 numerator and denominator for the periods presented: 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 (14,123) (111,132) shares 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 share 111,848,958 185,677,083 calculation

Net loss per ordinary share Basic and diluted (2.55) (7.95) The potentially dilutive securities that have not been included in the calculation of diluted net loss per share as their inclusion would be anti-dilutive are as follows: As of December 31, 2017 2018 Restricted shares 137,760,417 65,885,417 Share options 47,009,066 55,809,066 Convertible Preferred Shares 554,544,021 1,105,665,218 17. COMMITMENTS AND CONTINGENCIES The 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 lease agreements, were as follows: Year ending December 31, Apartment Office Total 2019 3,569,829 31,081 3,600,910 2020 3,575,416 19,903 3,595,319 2021 3,216,202 9,738 3,225,940 2022 2,091,926 2,740 2,094,666 2023 and thereafter 1,937,251 2,528 1,939,779 Except for those disclosed above, the Group did not have any significant capital or other commitments or long-term obligations as of December 31, 2017 and 2018. F-46

PHOENIX TREE HOLDINGS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) (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-3 Redeemable 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 financial statements 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 terms of Series C-1 Preferred Shares including redemption, 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 Preferred Shares") at US$1.1047 to Antfin (Hong Kong) Holding Limited, Ducati Investment Limited, Joy Capital 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 226,297,396 Series C-2 Preferred Shares. The key terms of Series C-2 Preferred Shares including redemption, conversion, dividend and liquidation, 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 amount of 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 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 the equity interests of its subsidiaries it held to Hanzhou Aishangdanke Technology Co., Ltd. ("Aishangdanke"), a newly established wholly-owned subsidiary of Aishangzu. In March 2019, the Group completed the acquisition of Aishangdanke and their wholly-owned and majority-owned subsidiaries. Before March 2019, 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 closing of 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 the acquisition amounted to RMB369,953. The fair value of non-controlling interest amounting to RMB344 was measured based on the purchase price, taking into account a discount reflective of the non-controlling nature of the interest. F-47

PHOENIX TREE HOLDINGS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) (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 acquired and liabilities assumed is based on various assumptions and valuation methodologies requiring considerable management judgment. The most significant variables in these valuations are discount rates, terminal values, the number of years on which to base the cash flow projections, as well as the assumptions and estimates used to determine the cash inflows and outflows. Management determines discount rates to be used based on the risk inherent in the related activity's current business model and industry comparisons. Terminal values are based on the expected life of products and forecasted life cycle and forecasted cash flows over that period. The Company's estimates 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 are recognized in the reporting period in which the adjustment amounts are determined. The fair value of assets acquired and liabilities assumed as of the date of acquisition was as follows: RMB Cash consideration 369,953 Fair value of non-controlling interests 344 Fair values of identifiable assets acquired and liabilities assumed Current assets 56,699 Property and equipment, net 299,323 Intangible assets, net 195,000 Other current liabilities (518,972) Deferred tax income liabilities (9,208) Net assets acquired 22,842 Goodwill 347,455 The acquired intangible assets primarily consist of trademark and internet domain name, mobile application, non-compete agreements 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 the acquisitions had been completed on January 1, 2017. The unaudited pro forma financial information is supplemental information only and is not necessarily indicative of the Company's consolidated results of operations actually would have been had the acquisitions been completed on January 1, 2017. In addition, the unaudited pro forma financial F-48

PHOENIX TREE HOLDINGS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) (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. Year Ended December31, 2017 2018 RMB RMB Revenue 1,463,558 3,723,290 Net loss (555,777) (1,612,309) Net loss per share-basic and diluted (5.10) (9.28) 20. PARENT ONLY FINANCIAL INFORMATION For 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 subsidiaries and 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, mandatory dividend or redemption requirements of redeemable stocks of the Company, except for those, which have been separately disclosed in the consolidated financial statements. F-49

PHOENIX TREE HOLDINGS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) (All amounts in thousands, except for share and per share data) 20. PARENT ONLY FINANCIAL INFORMATION (Continued) (a) Condensed Balance Sheets As of December 31, 2017 2018 RMB RMB Assets Current assets Cash 89,738 962,692 Restricted cash 535,330 Prepaid expenses and other current assets 4,261 Total current assets and total assets 89,738 1,502,283

Liabilities Current liability Amounts due to subsidiaries and consolidated VIEs 949 75,219 Total current liabilities and total liabilities 949 75,219

Mezzanine equity Series A-1 Convertible Preferred Shares 1,335 1,402 Series A-2 Redeemable Convertible Preferred Shares 28,615 32,156 Series A-2-I Redeemable Convertible Preferred Shares 6,256 6,826 Series A-3 Redeemable Convertible Preferred Shares 104,455 118,316 Series B-1 Redeemable Convertible Preferred Shares 440,721 Series B-2 Redeemable Convertible Preferred Shares 510,802 Series C Redeemable Convertible Preferred Shares 1,749,409 Total mezzanine equity 140,661 2,859,632

Shareholders' deficit Ordinary Shares 35 35 Accumulated 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

F-50

PHOENIX TREE HOLDINGS LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) (All amounts in thousands, except for share and per share data) 20. PARENT ONLY FINANCIAL INFORMATION (Continued) (b) Condensed Statements of Operations 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)

(c) Condensed statements of cash flows For the Year Ended December 31, 2017 2018 RMB RMB Net cash provided by operating activities 509 9,424 Net cash used in investing activities (3,141) (1,196,639) Net cash provided by financing activities 100,559 2,551,618 Effect of foreign currency exchange rate changes on cash and restricted (8,189) 43,881 cash Net increase in cash and restricted cash 89,738 1,408,284 Cash 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

F-51

PHOENIX TREE HOLDINGS LIMITED

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(All amounts in thousands, except for share and per share data) As of December 31, September 30, 2019 2018 RMB RMB US$ (Note (1b)) ASSETS Current assets: Cash 1,087,258 376,527 52,678 Term deposits 137,264 Restricted cash 1,362,266 1,698,655 237,651 Accounts receivable, net 1,456 3,484 487 Advance to landlords 301,190 296,825 41,527 Prepayments 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 31,144 Property and equipment, net 1,989,630 3,002,648 420,086 Intangible asset, net 2,053 167,564 23,443 Goodwill 347,455 48,611 Deposits to landlords 414,754 593,429 83,024 Other 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

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. F-52

PHOENIX TREE HOLDINGS LIMITED UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Continued) (All amounts in thousands, except for share and per share data) As of December 31, September 30, 2019 2018 RMB RMB US$ (Note (1b)) LIABILITIES Current liabilities: Short-term borrowings and current portion of long-term borrowings (including short-term borrowings and current portion of long-term borrowings of the consolidated VIEs and their wholly-owned 2,890,842 4,507,104 630,567 subsidiaries without recourse to the Company of RMB2,890,842 and RMB2,761,080 as of December 31, 2018 and September 30, 2019, respectively) Accounts payable (including accounts payable of the consolidated VIEs and their wholly-owned subsidiaries without recourse to the Company 718,890 595,685 83,339 of RMB358,466 and RMB80,850 as of December 31, 2018 and September 30, 2019, respectively) Rental payable (including rental payable of the consolidated VIEs and their wholly-owned subsidiaries without recourse to the Company of 180,994 443,257 62,014 RMB180,994 and RMB162,960 as of December 31, 2018 and September 30, 2019, respectively) Advance from residents (including advance from residents of the consolidated VIEs and their wholly-owned subsidiaries without 279,534 794,288 111,125 recourse to the Company of RMB279,534 and RMB304,019 as of December 31, 2018 and September 30, 2019, respectively) Amount due to a related party (including due to a related party of the consolidated VIE without recourse to the Company of RMB10,343 and 10,343 11,343 1,587 RMB11,343 as of December 31, 2018 and September 30, 2019, respectively) Deposits from residents (including deposits from residents of the consolidated VIEs and their wholly-owned subsidiaries without 287,304 621,087 86,893 recourse to the Company of RMB287,304 and RMB297,549 as of December 31, 2018 and September 30, 2019, respectively) Accrued expenses and other current liabilities (including accrued expenses and other current liabilities of the consolidated VIEs and their wholly-owned subsidiaries without recourse to the Company of 214,170 462,200 64,664 RMB203,994 and RMB241,091 as of December 31, 2018 and September 30, 2019, respectively) Total current liabilities 4,582,077 7,434,964 1,040,189 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. F-53

PHOENIX TREE HOLDINGS LIMITED UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Continued) (All amounts in thousands, except for share and per share data) As of December 31, September 30, 2019 2018 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 and their wholly-owned subsidiaries without recourse to the Company of 182,646 194,158 27,164 RMB182,646 and RMB190,606 as of December 31, 2018 and September 30, 2019, respectively) Deferred income tax liabilities 7,042 985 Other non-current liabilities (including other non-current liabilities of the consolidated VIEs and their wholly-owned subsidiaries without 51,539 25,289 3,538 recourse to the Company of RMB51,539 and RMB3,812 as of December 31, 2018 and September 30, 2019, respectively) 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) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. F-54

PHOENIX TREE HOLDINGS LIMITED UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Continued) (All amounts in thousands, except for share and per share data) As of December 31, September 30, 2018 2019 RMB RMB US$ (Note (1b)) MEZZANINE EQUITY Series A-1 Convertible Preferred Shares (US$0.00002 par value, 118,750,000 shares authorized, issued and outstanding as of December 31, 2018 and 1,402 1,445 202 September 30, 2019; Liquidation value of RMB1,402 and RMB1,445 as of December 31, 2018 and September 30, 2019) 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 and 32,156 34,734 4,859 RMB34,734 as of December 31, 2018 and September 30, 2019; Liquidation value of RMB35,517 and RMB36,602 as of December 31, 2018 and September 30, 2019) Series A-2-I Redeemable Convertible Preferred Shares (US$0.00002 par value, 16,967,466 shares authorized, issued and outstanding as of December 31, 2018 and September 30, 2019, Redemption value of 6,826 7,238 1,013 RMB6,826 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) Series A-3 Redeemable Convertible Preferred Shares (US$0.00002 par value, 283,220,939 and 256,065,251 shares authorized, 275,076,555 and 256,065,251 shares issued and outstanding as of December 31, 2018 and September 30, 2019, Redemption value of RMB118,316 and RMB118,982 118,316 118,982 16,646 as of December 31, 2018 and September 30, 2019; Liquidation value of RMB149,981 and RMB159,140 as of December 31, 2018 and September 30, 2019) 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 and 440,721 481,099 67,308 RMB481,099 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) 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 and 510,802 557,600 78,011 RMB557,600 as of December 31, 2017 and 2018; Liquidation value of RMB731,473 and RMB753,822 as of December 31, 2018 and September 30, 2019) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

SHAREHOLDERS' DEFICIT Ordinary Shares (US$0.00002 par value, 1,386,190,398 shares and 1,187,967,885 shares authorized as of December 31, 2018 and September 30, 2019; 287,500,000 shares and 281,290,000 shares 35 35 5 issued and outstanding as of December 31, 2018 and September 30, 2019) 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

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. F-56

PHOENIX TREE HOLDINGS LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(All amounts in thousands, except for share and per share data) For the nine month Periods Ended September 30, 2018 2019 US$(Note RMB RMB (1b)) Revenues 1,673,002 4,999,740 699,489 Operating 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 6,674 Investment 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 Tree (864,026) (2,767,925) (387,248) Holdings Limited

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. F-57

PHOENIX TREE HOLDINGS LIMITED UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Continued) (All amounts in thousands, except for share and per share data) 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 of (337) RMB112 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 of (819,028) (2,603,567) (364,253) Phoenix Tree Holdings Limited

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 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. F-58

PHOENIX TREE HOLDINGS LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(All amounts in thousands, except for share and per share data) For the nine month Periods Ended September 30, 2018 2019 RMB RMB US$ (Note (1b)) CASH FLOWS FROM OPERATING ACTIVITIES Net cash used in operating activities (697,813) (1,629,289) (227,945) CASH FLOWS FROM INVESTING ACTIVITIES Purchase 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 38,472 Payments for business acquisition (196,930) (27,552) Cash acquired from business acquisition 7,235 1,012 Prepaid 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) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. F-59

PHOENIX TREE HOLDINGS LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(All amounts in thousands, except for share and per share data) For the nine month Periods Ended September 30, 2018 2019 RMB RMB US$ (Note (1b)) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from bank borrowings 3,771,617 6,408,490 896,581 Repayment 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 1,000 140 Proceeds from Series A-3 Redeemable Convertible Preferred Shares 3,038 425 Proceeds from Series B-1 Redeemable Convertible Preferred Shares 379,542 Payments of issuance cost of Series B-1 Redeemable Convertible (8,091) Preferred Shares Proceeds from Series B-2 Redeemable Convertible Preferred Shares 321,040 Payments of issuance cost of Series B-2 Redeemable Convertible (3,249) Preferred Shares Proceeds from Series C-2 Redeemable Convertible Preferred Shares 1,500,416 209,916 Payments of issuance cost of Series C-2 Redeemable Convertible (2,411) (337) Preferred Shares 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 restricted 72,032 48,511 6,787 cash 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 34,888 Accrual of purchase of property and equipment 519,657 595,685 83,339 Issuance of Series B-2 Redeemable Convertible Preferred Shares upon 133,168 conversion of convertible loan Consideration payable for business acquisition 128,023 17,911 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

PHOENIX TREE HOLDINGS LIMITED

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 United States of America ("U.S. GAAP"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted as permitted by rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). The unaudited condensed consolidated balance sheet as of December 31, 2018 was derived from the audited consolidated financial statements of the Group. The accompanying unaudited condensed consolidated financial statements should be read 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 statement of 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 requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent assets and liabilities at the balance sheet date, and the reported revenues and expenses during the reported periods in the unaudited condensed consolidated financial statements and accompanying notes. Significant accounting estimates include, but not limited to, useful lives of property and equipment, impairment of goodwill and long-lived assets, the fair value of the identifiable assets acquired and liabilities assumed in the business acquisition, the realization of deferred income tax assets, the fair value of share-based compensation awards, convertible loan, ordinary shares and the convertible redeemable preferred shares. Changes in facts and circumstances may result in revised estimates. Actual results could differ from those estimates, and as such, differences may be material to the unaudited consolidated financial statements. The accompanying unaudited condensed consolidated financial statements were prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Group has incurred losses since its inception. As of September 30, 2019, the Group had an accumulated deficit of RMB4,649,047 and its consolidated current liabilities 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 proceeds from the issuance of preferred shares and borrowings from banks and financial institutions. These include rent financing arrangements where the Group received cash at the beginning of the lease term from financial institutions the majority of rental fee of the underlying lease agreements the Group entered into with individual residents, to fund the Group's working capital requirements and investing activities. In October 2019, CMC Downtown II Holdings Limited and Juneberry Investment Holdings Limited entered into agreements with the Company to purchase 71,828,809 and 64,645,928 Series D redeemable convertible preferred shares, respectively, at US$1.3922 per share with a total consideration of US$190,000. The Company received US$100,000 in October 2019 and expected to receive the remaining US$90,000 in November 2019. See Note 20. F-61

PHOENIX TREE HOLDINGS LIMITED NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (All amounts in thousands, except for share and per share data) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Management believes that the amount of available cash balance as of September 30, 2019, cash proceeds from the issuance of Series D redeemable convertible preferred shares subsequent to September 30, 2019, and forecasted net cash flows for a period of one year after the issuance of the unaudited condensed consolidated financial statements will be sufficient for the Group to satisfy its obligations and commitments when they become due for a reasonable period of time. The forecasted cash flow has taken into account the expected available rent financing arrangements in the normal course of the Group's business, and cash proceeds from the issuance of Series D redeemable convertible preferred shares. Management also believes that the Group can adjust the pace of its business expansion and control operating expenses when necessary. The accompanying unaudited condensed consolidated financial statements have been prepared on the basis the Group will be able to continue as a going concern for a period extending at least one year beyond the 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 period ended September 30, 2019 are solely for the convenience of the readers and were calculated at the rate of US$1.00=RMB7.1477, representing the noon buying rate in The City of New York for cable transfers of RMB as certified for customs purposes by the Federal Reserve Bank of New York on September 30, 2019. No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into US$ 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 and September 30, 2019, and unaudited condensed consolidated revenues, net loss F-62

PHOENIX TREE HOLDINGS LIMITED NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (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 accompanying unaudited condensed consolidated financial statements: As of December 31, September 30, 2018 2019 RMB RMB Cash 25,287 172,740 Restricted cash 139,581 136,035 Accounts receivable, net 1,456 1,244 Amounts due from related parties* 473,641 277,537 Advance to landlords 301,190 134,419 Prepayments and other current assets 258,269 550,433 Total current assets 1,199,424 1,272,408 Restricted cash 16,010 2,564 Property and equipment, net 1,989,630 1,130,108 Intangible asset, net 2,053 1,898 Deposits to landlords 414,754 336,909 Other non-current assets 251,936 174,827 Total non-current assets 2,674,383 1,646,306 Total assets 3,873,807 2,918,714 Short-term borrowings and current portion of long-term borrowings 2,890,842 2,761,080 Accounts payable 358,466 80,850 Rental payable 180,994 162,960 Advance from residents 279,534 304,019 Amount due to related parties* 1,127,431 1,616,705 Deposits from residents 287,304 297,549 Accrued expenses and other current liabilities 203,994 241,091 Total current liabilities 5,328,565 5,464,254 Long-term borrowings, excluding current portion 182,646 190,606 Deposits from residents 51,539 3,812 Total non-current liabilities 234,185 194,418 Total 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.

F-63

For the nine-month periods ended September 30, 2018 2019 RMB RMB Revenues 1,673,002 2,519,541 Net loss (786,684) (1,521,242) Net cash used in operating activities (666,914) 42,749 Net cash used in investing activities (502,153) (620,118) Net cash provided by financing activities 1,336,371 777,367 Net increase in cash and restricted cash 167,304 199,998 Cash and restricted cash at the beginning of the period* 124,264 111,341 Cash 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.

(d) Impairment of goodwill Goodwill 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 assess qualitative factors to determine whether it is "more likely than not" that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative impairment test, using a two -step approach. If this is the case, 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 than its 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 carrying amount, including goodwill. If the fair value of a reporting unit exceeds its carrying amount, goodwill is not considered impaired and the second step will not be required. If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of the affected reporting unit's goodwill to the carrying value of that goodwill. The implied fair value of goodwill is determined in a manner similar to accounting for a business combination with the allocation of the assessed fair value determined in the first step to the assets and liabilities of the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to the assets and liabilities is the implied fair value of goodwill. This allocation process is only performed for purposes of evaluating goodwill impairment and does not result in an entry to adjust the value of any assets or liabilities. An impairment loss is recognized for any excess in the carrying value of goodwill over the implied fair value of goodwill. In estimating the fair value of each reporting unit the Group estimates the future cash flows of each reporting unit, the Group has taken into consideration the F-64

PHOENIX TREE HOLDINGS LIMITED NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (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 Topic 805, Business Combinations. The consideration transferred in an acquisition is measured as the aggregate of the fair values at the date of exchange of the assets given. The costs directly attributable to the acquisition are expensed as incurred. Identifiable assets, liabilities and contingent liabilities acquired or assumed are measured separately at their fair value as of the acquisition date, irrespective of the extent of any non-controlling interests. The excess of (i) the total of cost of acquisition, fair value of the non-controlling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree, is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in earnings. (f) Concentration and risk Concentration of customers and suppliers There are no customers or suppliers from whom revenue or purchases individually represent greater than 10% of the total revenues or 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 deposits and restricted cash. The Group's investment policy requires cash, term deposits and restricted cash 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 credit standing of the counterparties or financial 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 its asset 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 any derivative financial instruments to manage the interest risk exposure during the periods presented. F-65

PHOENIX TREE HOLDINGS LIMITED NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (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"), which simplifies the accounting for goodwill impairment by eliminating Step two from the goodwill impairment test. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess, versus determining an implied fair value in Step two to measure the impairment loss. The guidance is effective for annual and interim impairment tests performed in periods beginning after December 15, 2019. Early adoption is permitted for all entities for annual and interim goodwill impairment testing dates on or after January 1, 2017. The guidance should be applied on a prospective basis. The Group is still evaluating 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 unaudited condensed consolidated statements of cash flows is as follows: As of December 31, September 30, 2018 2019 RMB RMB Cash 1,087,258 376,527 Restricted cash-current 1,362,266 1,698,655 Restricted cash-non current 16,010 222,606 Total cash and restricted cash shown in the unaudited condensed 2,465,534 2,297,788 consolidated statement of cash flows

3. BUSINESS COMBINATION In 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 the equity interests of its subsidiaries it held to Hanzhou Aishangdanke Technology Co., Ltd. ("Aishangzudanke"), a newly established wholly-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 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 closing of 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 the acquisition amounted to RMB369,953. The fair value of non-controlling interest amounting to RMB344 was measured based on the purchase price, taking into account a discount reflective of the non-controlling nature of the interest. As of September 30, 2019, the outstanding consideration of RMB113,223 and F-66

PHOENIX TREE HOLDINGS LIMITED NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (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 condensed consolidated balance sheets, respectively. The transaction was accounted for as a business combination. The determination of fair values of the identifiable assets acquired and liabilities assumed is based on various assumptions and valuation methodologies requiring considerable management judgment. The most significant variables in these valuations are discount rates, terminal values, the number of years on which to base the cash flow projections, as well as the assumptions and estimates used to determine the cash inflows and outflows. Management determines discount rates to be used based on the risk inherent in the current business model and industry comparisons. Terminal values are based on the expected life of products and forecasted life cycle and forecasted cash flows over that period. The Company's estimates 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 are recognized in the reporting period in which the adjustment amounts are determined. The fair value of assets acquired and liabilities assumed as of the date of acquisition was as follows: RMB Cash consideration 369,953 Fair value of non-controlling interests 344 Fair values of identifiable assets acquired and liabilities assumed Current assets 56,699 Property and equipment, net 299,323 Intangible assets, net 195,000 Other current liabilities (518,972) Deferred income tax liabilities (9,208) Net assets acquired 22,842 Goodwill 347,455 The acquired intangible assets primarily consist of trademark and internet domain name, mobile application, non-compete agreements and customer relationships. Goodwill arising from this acquisition was attributable to the synergies expected from the combined business. The financial results of the Aishangzu have been included in the Group's consolidated financial statements since the date the Group obtained control. For the period from the acquisition date through September 30, 2019, the business acquired in 2019 contributed 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 only and is not necessarily indicative of the Group's consolidated results of operations actually would have been had the acquisitions been F-67

PHOENIX TREE HOLDINGS LIMITED NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (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 future consolidated results of operations of the Group after the acquisitions. Nine-month periods Ended September 30, 2018 2019 RMB RMB Revenues 2,454,042 5,197,016 Net loss (978,240) (2,568,397) Net loss per share-basic and diluted (5.83) (11.62) 4. PREPAYMENTS AND OTHER CURRENT ASSETS Prepayments and other current assets at December 31, 2018 and September 30, 2019 consisted of the following: As of December 31, September 30, 2018 2019 RMB RMB Deductible input VAT 118,850 264,215 Deferred rental commission 48,731 98,342 Deposits to landlords 21,924 31,322 Prepaid marketing expense 21,532 29,409 Receivables from payment platform 23,127 64,393 Interest receivable 8,260 27,475 Other receivable (a) 21,219 Others 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.

F-68

PHOENIX TREE HOLDINGS LIMITED NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (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: As of December 31, September 30, 2018 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 6,698 37,365 software 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

Depreciation expenses of leasehold improvement, furniture and appliances for apartments were RMB226,998 and RMB757,292 for the 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 and 2019, respectively. 6. GOODWILL AND INTANGIBLE ASSETS The Group's goodwill and intangible assets consist of the following: As of December 31, September 30, Useful life 2018 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 84,000 Total Intangible Assets 2,175 197,280 Less: accumulated amortization (122) (29,716) Total Intangible Assets, net 2,053 167,564

The amortization expenses incurred for the nine-month periods ended September 30, 2018 and 2019 was RMB106 and RMB29,594 respectively. F-69

PHOENIX TREE HOLDINGS LIMITED NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (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 years ending December 31, 2020, 2021, 2022, 2023 and 2024 are RMB14,718, RMB58,873, RMB36,456, RMB10,790 and RMB8,873, and RMB8,873 respectively. 7. OTHER NON-CURRENT ASSETS Other non-current assets at December 31, 2018 and September 30, 2019 consisted of the following: As of December 31, September 30, 2018 2019 RMB RMB Deferred rental commission 203,295 334,836 Prepaid deposit for business acquisition 4(a) 45,000 Deferred IPO costs (a) 9,563 Others 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.

8. SHORT-TERM BORROWINGS AND CURRENT PORTION OF LONG-TERM BORROWINGS As of December 31, September 30, 2018 2019 RMB RMB Rent financing (a) 1,947,592 3,102,045 Loans from financial institutions (b) 742,000 1,095,559 Entrusted loan (c) 200,000 300,000 Current portion of long-term borrowing 10 1,250 9,500 Short-term borrowings and current portion of long-term 2,890,842 4,507,104 borrowing

(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

PHOENIX TREE HOLDINGS LIMITED NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (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%.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (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%.

F-71

PHOENIX TREE HOLDINGS LIMITED NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (All amounts in thousands, except for share and per share data) 9. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES As of December 31, September 30, 2018 2019 RMB RMB Payroll payable 150,161 219,233 Payable for business acquisition (Note 3) 113,223 Others 64,009 129,744 Accrued expenses and other current liabilities 214,170 462,200

Others mainly include VAT payable and deposits refundable to residents upon termination. 10. LONG-TERM BORROWINGS, EXCLUDING CURRENT PORTION As of December 31, September 30, 2018 2019 RMB RMB Long-term bank loans 4,500 200,000 Less: current portion (Note 8) (1,250) (9,500) Rent financing 179,396 3,658 Long-term borrowings, excluding current portion 182,646 194,158

In January 2019, a PRC VIE enter into a facility agreement with Xiamen International Bank Co., Ltd. for RMB200,000 with a term of 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 this borrowing. As of September 30, 2019, the outstanding balance was RMB196,000, among which the balance of RMB8,000 is reclassified as current portion of long-term borrowing. In June 2019, a PRC subsidiary repaid RMB500 to China Construction Bank Co., Ltd based on the agreed repayment plan. As of September 30, 2019, the outstanding balance was RMB4,000, among which the balance 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 the following payment schedule: RMB Three months ending December 31, 2019 750 2020 10,000 2021 12,908 2022 180,000 Total 203,658

F-72

PHOENIX TREE HOLDINGS LIMITED NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (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: Series A-1 Series A-2 Series A-2-I Series A-3 Series B-1 Series B-2 Series C Series C-1 Series C-2 Total Preferred Preferred Preferred Preferred Preferred Preferred Preferred Preferred Preferred equity Shares Shares Shares Shares Shares Shares Shares Shares Shares RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB Balance as of December 31, 1,402 32,156 6,826 118,316 440,721 510,802 1,749,409 2,859,632 2018 Issuance for cash 3,038 1,500,416 1,503,454 Issuance cost paid (2,411) (2,411) Redesignation of redeemable (11,697) (1,755,247) 11,697 1,755,247 convertible preferred shares Accretion and modification of redeemable 1,545 197 5,883 26,061 30,204 5,838 600 182,571 252,899 convertible preferred shares Foreign currency translation 43 1,033 215 3,442 14,317 16,594 397 108,962 145,003 adjustment

Balance as of September 30, 1,445 34,734 7,238 118,982 481,099 557,600 12,694 3,544,785 4,758,577 2019 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 terms of Series C-1 Preferred Shares including redemption, 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 Preferred Shares") at US$1.1047 to Antfin (Hong Kong) Holding Limited, Ducati Investment Limited, Joy Capital 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 226,297,396 Series C-2 Preferred Shares. The key terms of Series 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 party individual for the subscription of 8,144,384 Series A-3 preferred shares, pursuant to a Series A-3 preferred shares agreement in November 2017. The Company classified Series C-1 Preferred Shares and Series C-2 Preferred Shares (collectively "Preferred Shares") as mezzanine equity on the unaudited condensed consolidated balance sheets since they are contingently redeemable at the option of the holders after a specified time period. The Company evaluated the embedded conversion option in Preferred Shares to determine if the embedded conversion option require bifurcation and accounting for as a derivative. The Company concluded the embedded conversion and redemption option did not

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document need to be bifurcated pursuant to ASC 815 because these terms do not permit net settlement, nor they can be readily settled net by a means outside the contract, nor they can provide for delivery of an asset that puts the holders in a position not substantially different from net settlement. The Company also determined that there was no beneficial conversion feature attributable to Preferred Shares because the initial effective conversion prices of Preferred Shares were higher than the fair value of the Company's ordinary shares at the relevant commitment dates. The fair value of the Company's ordinary shares on the commitment date was estimated by management with the assistance of an independent valuation firm. The Company also determined there was no other embedded features to be separated from Preferred Shares. F-73

PHOENIX TREE HOLDINGS LIMITED NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (All amounts in thousands, except for share and per share data) 11. CONVERTIBLE PREFERRED SHARES (Continued) In addition, the carrying values of the Preferred Shares were accreted from the share issuance dates to the redemption value on the earliest redemption dates. The accretions were recorded against retained earnings, or in the absence of retained earnings, by charges against additional paid-in capital. Once additional paid-in capital had been exhausted, additional charges were recorded by increasing the 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-2 Preferred 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 Preferred Shares in each of the five years are as follows: RMB Three month ending December 31, 2019 2020 2021 2022 2023 6,467,538 12. ORDINARY SHARES In 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 excess of 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 Shares The following table sets forth the restricted shares' vesting schedule for the nine-month period ended September 30, 2019: Number of shares Unvested at December 31, 2018 65,885,417 Vested (53,906,250) Unvested at September 30, 2019 11,979,167

The amounts of stock compensation expense in relation to the restricted ordinary shares recognized in the nine-month periods ended 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 is expected to be recognized over a weighted average period of approximately 0.17 year. F-74

PHOENIX TREE HOLDINGS LIMITED NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (All amounts in thousands, except for share and per share data) 13. SHARE-BASED COMPENSATION (Continued) (b) Stock Option Plan In 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$0.0500, respectively. The options are subject to a four-year service schedule, under which an employee earns an entitlement to vest 25% of his/her option on the expiry date of a 12-month period following the grant date, and the remaining 75% shall vest in equal monthly installments over the following three years commencing from the vesting date of the first installment. Before the Company completes a Qualified IPO, all stock options granted to an employee shall be forfeited at the time the employee terminates his employment with the Group. After the Company completes a Qualified IPO, vested options not exercised by an employee shall be forfeited 90 days after termination of employment of the employee. A summary of the share options activities for the nine-month period ended September 30, 2019 is presented below: Weighted Weighted Number of average remaining Aggregate shares exercise contractual intrinsic value price years US$ US$ Outstanding at December 31, 2018 55,809,066 0.0500 Granted 150,015,148 0.0500 Repurchased (1,922,700) 0.0500 Forfeited (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

The fair value of the share options granted at the grant date amounted to RMB1,352,714 for the nine-month period ended September 30, 2019. Since the exercisability is dependent upon the Company's IPO, and it is not probable that this performance condition can be achieved until the IPO is effective, no compensation expense relating to the options was recorded for the nine-month period ended September 30, 2019. As of September 30, 2019, the total unrecognized compensation costs associated with stock option is RMB1,276,485. 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, in effect, a modification to immediately vest the award. RMB14,400 compensation cost was recorded as share-based compensation expense for the nine-month period ended September 30, 2019. F-75

PHOENIX TREE HOLDINGS LIMITED NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (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 and deposits 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 instrument discounted 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 the Company'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 effective income tax rate for the nine-month periods ended September 30, 2018 and 2019 was 0.0% and (0.1)% respectively. The effective income 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 the PRC subsidiaries, VIEs, and VIEs' subsidiaries. A valuation allowance is provided against deferred income tax assets when the Group determines 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 numerator and denominator for the periods presented: 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 (51,030) (252,899) shares 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 share 176,692,708 242,698,917 calculation

Net loss per ordinary share Basic and diluted (4.89) (11.40) F-76

PHOENIX TREE HOLDINGS LIMITED NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (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 inclusion would be anti-dilutive are as follows: As of September 30, 2018 2019 Share options 55,809,066 178,022,914 Restricted shares 101,822,917 11,979,167 Convertible Preferred Shares 879,367,822 1,312,032,115 17. COMMITMENTS AND CONTINGENCIES The 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 and 2019, respectively. As of September 30, 2019, future minimum lease commitments, under apartment and office non-cancelable operating lease agreements, were as follows: Apartments Offices Total Three months ending December 31, 2019 1,909,401 10,176 1,919,577 2020 7,371,346 36,090 7,407,436 2021 6,365,305 17,369 6,382,674 2022 4,784,474 3,821 4,788,295 2023 3,536,860 54 3,536,914 2024 and thereafter 2,534,381 2,534,381 18. RELATED PARTY TRANSACTIONS In 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

PHOENIX TREE HOLDINGS LIMITED NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued) (All amounts in thousands, except for share and per share data) 19. CHANGES IN SHAREHOLDERS' DEFICIT Accumulated Additional other Ordinary shares paid in comprehensive Accumulated Total capital loss Deficit deficit Shares RMB RMB RMB RMB 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 (5,695) (5,695) taxes Reclassification adjustment for gain on available for sale (337) (337) securities, net of income taxes of RMB112 Accretion and modification of redeemable convertible (4,393) (46,637) (51,030) preferred shares

Balance as of September 30, 2018 287,500,000 35 (4,278) (1,227,817) (1,232,060)

Shareholders' deficit Accumulated attributable Ordinary shares Additional other to Phoenix Non- paid in comprehensive Accumulated Tree controlling Total capital loss Deficit Holdings interests deficit Shares RMB RMB RMB RMB Limited RMB RMB RMB Balance as of December 31, 287,500,000 35 (3,061) (1,839,123) (1,842,149) (4,134) (1,846,283) 2018 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 (88,541) (88,541) (88,541) taxes Repurchase of shares (6,210,000) (46,510) (46,510) (46,510) Business acquisition 344 344 Accretion of redeemable (4,511) (248,388) (252,899) (252,899) convertible preferred shares

Balance as of September 30, 281,290,000 35 (91,602) (4,649,047) (4,740,614) (4,984) (4,745,598) 2019

Balance as of September 30, 5 (12,816) (650,426) (663,237) (697) (663,934) 2019US$(Note 1(b))

20. SUBSEQUENT EVENTS

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Management has considered subsequent events through October 28, 2019, which was the date the unaudited condensed consolidated financial statements were issued. (a) In October 2019, CMC Downtown II Holdings Limited and Juneberry Investment Holdings Limited entered into agreements with the Company to purchase 71,828,809 and 64,645,928 Series D redeemable convertible preferred shares, respectively, at US$1.3922 with a total consideration of US$190,000. The Company received US$100,000 in October 2019 and expected to receive the remaining US$90,000 in November 2019. F-78

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS Item 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 officers and 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 association provide that each officer or director of the registrant shall be indemnified out of the assets of the registrant against any liability incurred by him or her in defending any proceedings, whether civil or criminal, in which judgment is given in his or her favor, or the proceedings are 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 is acquitted 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 our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason 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 us and our officers and directors. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public 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) without registering the securities under the Securities Act. None of these transactions involved any underwriters' underwriting discounts or commissions, or any public offering. We believe that each of the following issuances was exempt from registration under the Securities Act in reliance on Regulation S or Rule 701 under the Securities Act or pursuant to Section 4(2) of the Securities Act regarding transactions not involving a public offering. No underwriters were involved in these issuances of securities. Consideration Underwriting Title and Number of Purchaser Date of Issuance in U.S. Discount and Securities Dollars Commission Ordinary Shares YIHAN HOLDINGS February 28, 50,000,000 ordinary Past and future services Not LIMITED 2017 shares to us applicable SHENGDUO February 28, 12,500,000 ordinary Past and future services Not HOLDINGS LIMITED 2017 shares to us applicable

II-1

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Consideration Underwriting Title and Number of Purchaser Date of Issuance in U.S. Discount and Securities Dollars Commission Preferred Shares 188,813,961 series A-3 Joy Capital I, L.P. March 7, 2017 redeemable convertible US$10,000,000 Not applicable preferred shares 69,043,337 series A-3 KIT Cube Limited March 7, 2017 redeemable convertible US$3,656,686 Not applicable preferred shares 2,714,795 series A-3 Ucommune International March 7, 2017 redeemable convertible US$143,781 Not applicable Limited preferred shares

14,504,462 series A-3 redeemable convertible preferred shares and Shaohu Luo March 7, 2017 US$1,487,095 Not applicable 16,967,466 series A-2-I redeemable convertible preferred shares 68,933,668 series B CMC Downtown February 12, 2018 redeemable convertible US$22,500,000 Not applicable Holdings Limited preferred shares 39,062,412 series B Banyan Partners February 12, 2018 redeemable convertible US$12,750,000 Not applicable Fund III, L.P. preferred shares 6,893,367 series B Banyan Partners Fund III- February 12, 2018 redeemable convertible US$2,250,000 Not applicable A, L.P. preferred shares

45,955,779 series B Joy Capital II, L.P. February 12, 2018 redeemable convertible US$15,000,000 Not applicable preferred shares 5,744,472 series B Vision Plus Capital February 12, 2018 redeemable convertible US$1,875,000 Not applicable Fund II, L.P. preferred shares

4,595,578 series B BAI GmbH February 12, 2018 redeemable convertible US$1,500,000 Not applicable preferred shares 1,148,894 series B G&M Capital Holding February 12, 2018 redeemable convertible US$375,000 Not applicable Limited preferred shares 11,488,945 series B R Capital Growth February 12, 2018 redeemable convertible US$3,750,000 Not applicable Fund LP preferred shares

II-2

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Consideration Underwriting Title and Number of Purchaser Date of Issuance in U.S. Discount and Securities Dollars Commission 15,666,743 series B-2 CMC Downtown May 25, 2018 redeemable convertible US$7,500,000 Not applicable Holdings Limited preferred shares(1) 8,877,821 series B-2 Banyan Partners May 25, 2018 redeemable convertible US$4,250,000 Not applicable Fund III, L.P. preferred shares(1) 1,566,674 series B-2 Banyan Partners Fund III- May 25, 2018 redeemable convertible US$750,000 Not applicable A, L.P. preferred shares(1)

10,444,495 series B-2 Joy Capital II, L.P. May 25, 2018 redeemable convertible US$5,000,000 Not applicable preferred shares(1) 2,611,124 series B-2 R Capital Growth May 25, 2018 redeemable convertible US$1,250,000 Not applicable Fund LP preferred shares(1) 1,305,562 series B-2 Vision Plus Capital May 25, 2018 redeemable convertible US$625,000 Not applicable Fund II, L.P. preferred shares(1)

1,044,450 series B-2 BAI GmbH May 25, 2018 redeemable convertible US$500,000 Not applicable preferred shares(1) 261,112 series B-2 G&M Capital Holding May 25, 2018 redeemable convertible US$125,000 Not applicable Limited preferred shares(1) 87,315,980 series B-2 Internet Fund IV May 25, 2018 redeemable convertible US$44,000,000 Not applicable Pte. Ltd. preferred shares

11,906,725 series B-2 Joy Capital II, L.P. May 25, 2018 redeemable convertible US$6,000,000 Not applicable preferred shares 226,297,396 series C Internet Fund IV September 30, 2018 redeemable convertible US$250,000,000 Not applicable Pte. Ltd. preferred shares 27,155,688 series C-1 SUCCESS GOLDEN January 16, 2019 redeemable convertible US$30,000,000 Not applicable GROUP LIMITED preferred shares II-3

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Consideration Underwriting Date of Title and Number of Purchaser in U.S. Discount and Issuance Securities Dollars Commission 135,778,438 series C-2 Antfin (Hong Kong) January 16, Not redeemable convertible US$150,000,000 Holding Limited 2019 applicable preferred shares 36,207,583 series C-2 Ducati Investment January 16, Not redeemable convertible US$40,000,000 Limited 2019 applicable preferred shares 14,780,094 series C-2 Joy Capital January 16, Not redeemable convertible US$16,328,176 Opportunity, L.P. 2019 applicable preferred shares 5,728,199 series C-2 CMC Downtown January 16, Not redeemable convertible US$6,328,176 Holdings Limited 2019 applicable preferred shares 4,868,969 series C-2 Banyan Partners January 16, Not redeemable convertible US$5,378,950 Fund III, L.P. 2019 applicable preferred shares 859,230 series C-2 Banyan Partners Fund III- January 16, Not redeemable convertible US$949,226 A, L.P. 2019 applicable preferred shares 8,144,384 series A-3 Hupo Harmony Capital August 23, Not redeemable convertible US$431,344 Management Ltd. 2019 applicable preferred shares Cancellation of same shares Ucommune Group 2,714,795 series A-3 August 23, previously issued to Not Holdings (Hong Kong) redeemable convertible 2019 Ucommune lnternational applicable Limited preferred shares Limited 71,828,809 series D CMC Downtown II October 18, Not redeemable convertible US$100,000,000 Holdings Limited 2019 applicable preferred shares 64,645,928 series D Juneberry Investment October 28, Not redeemable convertible US$90,000,000 Holdings Limited 2019 applicable preferred shares II-4

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Consideration Underwriting Title and Number of Purchaser Date of Issuance in U.S. Discount and Securities Dollars Commission Options Certain directors, Between April 27, Options to purchase Past and future Not executive officers and 2017 and 205,774,214 ordinary services or future applicable employees September 30, 2019 shares services to us (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.

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 the information 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 underwriting agreements, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant under the provisions described in Item 6, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 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 the registrant under Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement 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 a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-5

EXHIBIT INDEX Exhibit Description of Exhibit No. 1.1* Form of Underwriting Agreement

Tenth Amended and Restate Memorandum and Articles of Association of the Registrant, as 3.1 effective on October 28, 2019

Form of Eleventh Amended and Restated Memorandum and Articles of Association of the 3.2 Registrant

4.1 Specimen of Ordinary Share Certificate

4.2**Form of Deposit Agreement between the Registrant and Citibank, N.A., as depositary

Form of American Depositary Receipt evidencing American Depositary Shares (included in 4.3** Exhibit 4.2)

Eighth Amended and Restated Shareholders Agreement among the Registrant, its then shareholders, 4.4 subsidiaries and variable interest entities, dated October 28, 2019

Form of opinion of Maples and Calder (Hong Kong) LLP regarding the validity of the ordinary 5.1 shares being registered

Form of opinion of Simpson Thacher & Bartlett LLP regarding certain United States federal tax 8.1 matters

Form of opinion of Maples and Calder (Hong Kong) LLP regarding certain Cayman Islands tax 8.2 matters (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

Equity Interest Pledge Agreement, among Jing Gao, Yan Cui, Xiaofangjian (Shanghai) Internet 10.4 Information Technology Co., Ltd. ("Xiaofangjian") and Zi Wutong (Beijing) Asset Management Co., Ltd. ("Zi Wutong"), dated February 12, 2018 (English Translation)

Equity Interest Pledge Agreement, among Jing Gao, Yan Cui, Xiaofangjian and Yishui (Shanghai) 10.5 Information Technology Co., Ltd. ("Yishui"), dated February 12, 2018 (English Translation)

Power of Attorney Agreement, among Jing Gao, Xiaofangjian and Zi Wutong, dated February 12, 10.6 2018 (English Translation)

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Power of Attorney Agreement, among Yan Cui, Xiaofangjian and Zi Wutong, dated February 12, 10.7 2018 (English Translation)

Power of Attorney Agreement, among Jing Gao, Xiaofangjian and Yishui, dated February 12, 2018 10.8 (English Translation)

Power of Attorney Agreement, among Yan Cui, Xiaofangjian and Yishui, dated February 12, 2018 10.9 (English Translation) II-6

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents Exhibit Description of Exhibit No. Exclusive Business Cooperation Agreement, between Xiaofangjian and Zi Wutong, dated 10.10 November 24, 2015 (English Translation)

Exclusive Business Cooperation Agreement, between Xiaofangjian and Yishui, dated December 30, 10.11 2016 (English Translation)

Exclusive Call Option Agreement, among Jing Gao, Yan Cui, Xiaofangjian and Zi Wutong, dated 10.12 February 12, 2018 (English Translation)

Exclusive Call Option Agreement, among Jing Gao, Yan Cui, Xiaofangjian and Yishui, dated 10.13 February 12, 2018 (English Translation)

Share Restriction Agreement, among the Registrar, its shareholders, Jing Gao, Yan Cui, YIHAN 10.14* HOLDINGS 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.

II-7

SIGNATURES Pursuant 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 its behalf by the undersigned, thereunto duly authorized, in Beijing, China on October 28, 2019. PHOENIX TREE HOLDINGS LIMITED

By: /s/ JING GAO Name: Jing Gao Title: Director and Chief Executive Officer KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitutes and appoints , and , and each of them singly, as his or her true and lawful attorneys-in-fact and agents, each with 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, to sign any and all amendments (including post-effective amendments) to this Registration Statement and sign any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under 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 and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents, or his or her substitutes or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date

/s/ DEREK BOYANG SHEN Chairman October 28, 2019 Derek Boyang Shen

/s/ JING GAO Director and Chief Executive Officer October 28, 2019 Jing Gao (principal executive officer)

/s/ YAN CUI Director and President October 28, 2019 Yan Cui

/s/ WENBIAO LI Director October 28, 2019 Wenbiao Li II-8

/s/ ERHAI LIU Director October 28, 2019 Erhai Liu

/s/ XIAN CHEN Director October 28, 2019 Xian Chen

/s/ GANG JI Director October 28, 2019 Gang Ji

/s/ WILLIAM WANG Director October 28, 2019 William Wang

/s/ JASON ZHENG ZHANG Chief Financial Officer (principal October 28, 2019 Jason Zheng Zhang financial and accounting officer) II-9

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES Pursuant 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. Cogency Global Inc.

By: /s/ RICHARD ARTHUR Name: Richard Arthur Title: Assistant Secretary II-10

THE COMPANIES LAW (AS AMENDED)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

TENTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

PHOENIX TREE HOLDINGS LIMITED

(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, Ugland House, 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 on business as financiers, capitalists, concessionaires, merchants, brokers, traders, dealers, agents, importers and exporters and to undertake and carry on and execute all kinds of investment, financial, commercial, mercantile, trading and other operations.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (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 vendors of 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 all such powers of veto or control as may be conferred by virtue of the holding by the Company of some special proportion of the issued or nominal amount thereof, to provide managerial and other executive, supervisory and consultant services for or in relation to any company in which the Company is interested upon such terms as may be thought fit.

(iii) To purchase or otherwise acquire, to sell, exchange, surrender, lease, mortgage, charge, convert, turn to account, 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 all kinds.

(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 any arrangement for sharing profits, reciprocal concessions or cooperation with any person or company and to promote and aid in promoting, to constitute, form or organize any company, syndicate or partnership of any kind, for the purpose of acquiring and undertaking any property and liabilities of the Company or of advancing, directly or indirectly, the objects of the Company or for any other purpose which the Company may think expedient.

(v) To stand surety for or to guarantee, support or secure the performance of all or any of the obligations of any person, firm or company whether or not related or affiliated to the Company in any manner and whether by personal covenant or by mortgage, charge or lien upon the whole or any part of the undertaking, property and assets of the Company, both present and future, including its uncalled capital or by any such method and whether 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 the Directors of the Company capable of being conveniently carried on in conjunction with any of the aforementioned businesses or activities or which may appear to the Directors of the Company likely to be profitable to the Company.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document In the interpretation of this Memorandum of Association in general and of this Article in particular no object, business or power specified or mentioned shall be limited or restricted by reference to or inference from any other object, business or power, or the name of the Company, or by the juxtaposition of two or more objects, businesses or powers and that, in the event of any ambiguity in this Article or elsewhere in this Memorandum of Association, the same shall be resolved by such interpretation and construction as will widen and enlarge and not restrict the objects, businesses and powers of and exercisable by the Company.

4. Except as prohibited or limited by the Companies Law (as amended), the Company shall have full power and authority to carry out 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 any time or from time to time exercisable by a natural person or body corporate in doing in any part of the world whether as principal, agent, contractor or otherwise whatever may be considered by it necessary for the attainment of its objects and whatever else may be considered by it as incidental or conducive thereto or consequential thereon, including, but without in any way restricting the generality of the foregoing, the power to make any alterations or amendments to this Memorandum of Association and the Articles of Association of the Company considered necessary or convenient in the manner set out in the Articles 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 Company to 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 other negotiable or transferable instruments; to lend money or other assets and to act as guarantors; to borrow or raise money on the security of the undertaking or on all or any of the assets of the Company including uncalled capital or without security; to invest money of the Company in such manner as the Directors determine; to promote other companies; to sell the undertaking of the Company for cash or any other consideration; to distribute assets in specie to Members of the Company; to make charitable 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 or business and generally to do all acts and things which, in the opinion of the Company or the Directors, may be conveniently or profitably or usefully acquired and dealt with, carried on, executed or done by the Company in connection with the aforesaid business provided that the Company shall only carry on the businesses for which a license is required under the laws of the Cayman Islands when so licensed under the terms of such laws.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 5. The liability of each Member is limited to the amount from time to time unpaid on such Members 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 Shares of US$0.00002 par value each; 118,750,000 Series A-1 Preferred Shares of US$0.00002 par value each; 143,750,000 Series A-2 Preferred Shares of US$0.00002 par value each; 256,065,251 Series A-3 Preferred Shares of US$0.00002 par value each; 16,967,466 Series A-2-I Preferred Shares of US$0.00002 par value each; 183,823,115 Series B-1 Preferred Shares of US$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-1 Preferred Shares of US$0.00002 par value each, 424,519,909 Series C-2 Preferred Shares of US$0.00002 par value each and 136,474,737 Series D Preferred Shares of US$0.00002 par value each, with power for the Company insofar as is permitted by applicable law and the Articles of Association (including without limitation Schedule A thereto), to redeem or purchase any of its shares and to increase or reduce the said capital and to issue any part of its capital, whether original, redeemed or increased with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions and so that unless the conditions of issue shall otherwise expressly declare every issue of shares whether declared to 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 the Companies Law (as amended) and, subject to the provisions of the Companies Law (as amended) and the Articles of Association, it shall have the power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

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OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

TENTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION

PHOENIX TREE HOLDINGS LIMITED

(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 context inconsistent therewith:

Additional Equity Securities or New Securities means all Equity Securities issued by the Company; provided that the term Additional Equity Securities does not include (i) Stock Option Shares; (ii) Ordinary Shares issued or issuable in connection 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 of any 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 is under 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 a beneficiary or a discretionary object, or any entity or company Controlled by any of the aforesaid Persons. In the case of an Investor, 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 partner or limited partner) or any fund manager thereof, (iv) any Person that directly or indirectly Controls, is Controlled by, under common 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 the avoidance 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 by applicable regulations to be made independently.

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 be updated from time to time by Antfin in good faith, provided that the number of the Persons on such list shall be no more than seven (7), and the update of such list shall be no more frequent than once every six (6) Months, and any of the Affiliates and successors of the Persons on such list and any other entity in which any Person on such list holds 30% or more of the total issued and outstanding 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 successors and any other entity in which such Person holds 30% or more of the total issued and outstanding Equity Securities shall be counted as one (1) Person.

Antfin/Primavera Securities Subscription Agreement means that certain Securities Subscription Agreement entered into by and among the Company, Antfin, Ducati Investment Limited, CMC Downtown Holdings Limited, Banyan Partners Fund III, L.P., Banyan Partners Fund III-A, L.P. Joy Capital Opportunity, L.P., SUCCESS GOLDEN GROUP LIMITED, and the other parties thereto, dated on January 10, 2019, regarding the issuance of Series C-1 Preferred Shares and Series C-2 Preferred Shares.

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.

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 by and 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 of the Cayman Islands.

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 contract or otherwise, which power or authority shall conclusively be presumed to exist upon possession of beneficial ownership or power to direct the vote of more than fifty percent (50%) of the votes entitled to be cast at a meeting of the members or shareholders of such Person 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 a charge 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 the foregoing, or any securities of any type whatsoever that are, or may become, convertible into, exchangeable for or exercisable for any of the foregoing, including, without limitation, any convertible notes, of any other Person, as the context requires.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document First Original Series C-2 Issue Date means the date of issuance by the Company of its first Series C Preferred Share to Tiger 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 CMC Downtown 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 of any thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, regulation or compliance, and any corporation or other entity owned or controlled, through share or capital ownership 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-1 Investors, 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 Capital Opportunity, 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 of any Governmental Authority and any injunction, judgment, order, decree, ruling, assessment, writ or arbitration award issued by any Governmental Authority.

Loss of Control means any termination of, unapproved amendment to or material breach of any contracts among the Group Companies designed to provide the Company with control over, and the ability to consolidate the financial statements of, direct or 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 Shares then 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 outstanding Preferred 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-1 Preferred Shares or Conversion Shares (as adjusted for any share splits, share dividends, recapitalizations or the like).

Majority Series A-2 Shareholders means the holders of more than fifty percent (50%) of the then outstanding Series A-2 Preferred 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 outstanding Series A-2-I Preferred Shares or Conversion Shares (as adjusted for any share splits, share dividends, recapitalizations or the like).

Majority Series A-3 Shareholders means the holders of more than fifty percent (50%) of the then outstanding Series A-3 Preferred Shares or Conversion Shares (as adjusted for any share splits, share dividends, recapitalizations or the like).

Majority Series B-1 Shareholders means the holders of more than fifty percent (50%) of the then outstanding Series B-1 Preferred 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-2 Preferred Shares or Conversion Shares (as adjusted for any share splits, share dividends, recapitalizations or the like).

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Majority Series C-1 Shareholders means the holders of more than fifty percent (50%) of the then outstanding Series C-1 Preferred 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-2 Preferred 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 outstanding Series 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 the aggregate 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 to materially and adversely affect the ability of the Group Company as a whole to operate or conduct its businesses in the manner in 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 from time 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, or securities of any type whatsoever that are, or may become, convertible into, exchangeable for or exercisable for Ordinary Shares, 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 the Members entitled to vote, or (ii) at a meeting by Members holding more than fifty percent (50%) of all the outstanding Shares of the Company, calculated on a fully converted basis.

Ordinary Shares has the meaning specified in Article 6A.

Original Series A-2 Issue Date means the date of issuance by the Company of its first Series A-2 Preferred Share pursuant to 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 Share pursuant 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 pursuant to 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 pursuant to the Series B-1 Securities Subscription Agreement.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Original Series B-2 Issue Date means the date of issuance by the Company of its first Series B-2 Preferred Share pursuant to 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 Preferred Share (as adjusted from time to time for any share splits, share dividends, combinations, recapitalizations and similar transactions) (the Original Series A-1 Issue Price); with respect to the Series A-2 Preferred Shares, US$0.024 per Series A-2 Preferred Share (as adjusted from time to time for any share splits, share dividends, combinations, recapitalizations and similar transactions) (the Original Series A-2 Issue Price); with respect to the Series A-3 Preferred Shares, US$0.053 per 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 Preferred Shares for the Section 1(Dividends), Section 2(Liquidation Preference), Section 4(Conversion Rights) and Section 5(Redemption) of the Schedule A of these Articles); with respect to the Series A-2-I Preferred Shares, US$0.042 per Series 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 Preferred Shares, 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 the Series B-2 Preferred Shares, US$0.504 per Series B-2 Preferred Share (as adjusted from time to time for any share splits, share dividends, combinations, recapitalizations and similar transactions) (the Original Series B-2 Issue Price); with respect to the 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 with respect to the Series D Preferred Shares, US$1.392 per Series D Preferred Share (as adjusted from time to time for any share splits, share dividends, combinations, recapitalizations and similar transactions) (the Original Series D Issue Price).

Person or person means any individual, sole proprietorship, partnership, firm, joint venture, estate, trust, unincorporated organization, association, corporation, institution, public benefit corporation, entity or Governmental Authority or other entity of any kind or nature.

Preferred Shares means the Series A Preferred Shares, Series B-1 Preferred Shares, Series B-2 Preferred Shares, Series C Preferred Shares and Series D Preferred Shares.

PRC means the Peoples Republic of China, but solely for the purposes of these Articles, excluding the Hong Kong Special Administrative 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 (or securities representing Ordinary Shares) on a Recognized Exchange which meets the following requirements: (i) the offering 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 the closing of such 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 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 Majority Key Holders and approved by the Shareholders of the Company (which shall include approvals of the Majority Key Holders and the Majority Series D Shareholders); (ii) net offering proceeds to the Company, after deduction of underwriting discounts and registration expenses, of at least US$200,000,000, and (iii) the Equity Securities of the Company held by the Investors shall be transferable following such offering except as restricted by certain market stand-off period required under applicable Law.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Recognized Exchange means the main board of the Stock Exchange of Hong Kong Limited, NASDAQ, New York Stock Exchange 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 Group Company, 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 to Antfin 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 to Juneberry 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

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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-3 Preferred Shares and Series A-2-I Preferred Shares.

Series A-1 Preferred Shares has the meaning specified in Article 6A.

Series A-2 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 and among the Company, Kaiwu and the other parties thereto, dated on or about November 24, 2015, regarding the issuance of Series A-2 Preferred Shares.

Series A-3 Preferred Shares has the meaning specified in Article 6A.

Series A-3 Purchase Agreement means that certain Series A-3 and Series A-2-I Preferred Share Purchase Agreement entered into by and among the Company, the Series A-3 Investors, Series A-2-I Investor and the other parties thereto, dated on March 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.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 and among the Company, the Series B-1 Investors and the other parties thereto, dated on February 5, 2018, regarding the issuance of 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 and among the Company, the Series B-2 Investors and the other parties thereto, dated on May 25, 2018, regarding the issuance of Series 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 and among the Company, Tiger and the other parties thereto, dated on September 25, 2018, regarding the issuance of Series C Preferred 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.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 and among 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 of October 28, 2019, by and among the Group Companies, the holders of Ordinary Shares, the Investors and any other parties thereof.

Special Resolution except as otherwise provided by these Articles and subject to Section 6 of Schedule A, has the same meaning 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-enactment thereof 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 of the Company either in connection with the provision of services to the Company or on exercise of any options to purchase Stock 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 approved by Majority Preferred Shareholders.

Subsidiary or subsidiary means, as of the relevant date of determination, with respect to any Person (the subject entity), (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 subject entity or through one (1) or more Subsidiaries of the subject entity, (ii) any Person whose assets, or portions thereof, are consolidated with the net earnings of the subject entity and are recorded on the books of the subject entity for financial reporting purposes in accordance with U.S. GAAP or PRC GAAP, or (iii) any Person with respect to which the subject entity has the power to otherwise direct the business and policies of that entity directly or indirectly through another subsidiary. For the 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.

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 the main body of this Memorandum and Articles of Association of the Company, as may be amended from time to time, have the rights, preferences and restrictions set out in Schedule A, attached to and forms part of these Articles. In the event of any inconsistency between the provisions set out herein and the provisions of Schedule A, the provisions set out in Schedule A shall 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 that only part of the shares may have been allotted.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 3. The Directors may pay, out of the capital or any other monies of the Company, all expenses incurred in or about the formation and 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 Directors resolve that share certificates shall be issued. Certificates representing shares of the Company shall be in such form as shall be determined by the Directors. Such certificates may be under Seal. Share certificates shall be signed by one or more Directors or other persons authorized by the Directors. The Directors may authorize certificates to be issued with the Seal and authorized signature(s) affixed by mechanical process. The Company shall not be bound to issue more than one certificate for shares held jointly by more than one person and delivery of a certificate to one joint holder shall be a sufficient delivery to all of them. All certificates 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 of issue, shall be entered in the register of Members of the Company. All certificates surrendered to the Company for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled.

5. Notwithstanding Article 4 of these Articles, if a share certificate is defaced, lost, stolen, or destroyed, it may be renewed on payment of a fee of one dollar (US$1.00) or such lesser sum and on such terms (if any) as the Directors may reasonably prescribe to indemnify the Company from any loss incurred by it in connection with such certificate, including the payment of the 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 the Shareholders Agreement, to any direction that may be given by the Company in a general meeting, and without prejudice to any special rights previously conferred on the holders of existing shares, the Directors may allot, issue, grant options over or otherwise dispose of shares of the Company (including fractions of a share) with or without preferred, deferred or other special rights or restrictions, whether in regard to dividend, voting, return of capital or otherwise and to such persons, at such times and on such other terms as they think proper. The Company shall not issue shares in bearer form.

At the date of the adoption of these Articles the authorized share capital of the Company is US$50,000, divided into 2,500,000,000 shares, including 1,051,493,148 Ordinary Shares of US$0.00002 par value each (the Ordinary Shares); 118,750,000 Series A-1 Preferred Shares of US$0.00002 par value each (the Series A-1 Preferred Shares); 143,750,000 Series A-2 Preferred Shares of US$0.00002 par value each (the Series A-2 Preferred Shares); 256,065,251 Series A-3 Preferred Shares of US$0.00002 par value each (the Series A-3 Preferred Shares); 16,697,466 Series A-2-I Preferred Shares of US$0.00002 par value each (the Series A-2-I Preferred Shares); 183,823,115 Series B-1 Preferred Shares of US$0.00002 par value each (the Series B-1 Preferred Shares); 141,000,686 Series B-2 Preferred Shares of US$0.00002 par value each (the Series B-2 Preferred Shares); 27,155,688 Series C-1 Preferred Shares of US$0.00002 par value each (the Series C-1 Preferred Shares), 424,519,909 Series C-2 Preferred Shares of US$0.00002 par value each (the Series C-2 Preferred Shares), 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 to herein as the Shares. The rights, preferences and restrictions of the Preferred Shares are set forth in Schedule A to these 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 of shares that are made in accordance with such agreements (including without limitation the Shareholders Agreement) and will not register transfers of shares that are not made in accordance with such agreements (including without limitation the Shareholders Agreement). The instrument of transfer of any share shall be in writing and shall be executed by or on behalf of the transferor, and the transferor shall be deemed to remain the holder of a share until the name of the transferee is entered in the 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 limitation Schedule A), shares may be issued on the terms that they are, or at the option of the Company or the holder are, to be redeemed on such terms and in such manner as the Company, before the issue of the shares, may by Special Resolution determine.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (ii) Subject to the provisions of the Statute, the Memorandum and these Articles (including without limitation Schedule 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 payment therefor in any manner authorized by the Statute (unless, but subject to the Statute, the redemption is in respect of the Preferred Shares 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, the rights attached to any class or series (unless otherwise provided by the terms of issue of the shares of that class or series) may not, whether or not the Company is being wound-up, be varied without the consent in writing of the holders of at least a majority of the issued shares of that class or series, or without the sanction of a Special Resolution passed at a general meeting of the holders of the shares of that class or series. For the avoidance of doubt, the mere issuance of shares, whether by new issuance, reclassification or otherwise, of any new class or series of shares or any other securities convertible into Equity Securities of the Company or its Subsidiaries ranking on parity with or senior to any existing class or series of Shares or any increase in the authorized or designated number of any such new class or series in accordance with Section 6 of Schedule A shall 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 one class of shares except that the necessary quorum shall be one (1) person holding, or representing by proxy, at least a majority of the 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 rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation 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 a commercially reasonable commission to any person in consideration of his subscribing or agreeing to subscribe whether absolutely or conditionally for any shares of the Company, which commissions may be satisfied by the payment of cash or the lodgment 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, such brokerage fees as may be lawful and commercially reasonable.

12. No person shall be recognized by the Company as holding any share upon any trust, and the Company shall not be bound by or be compelled in any way to recognize (even when having notice thereof), any equitable, contingent, future, or partial interest in any share, or any interest in any fractional part of a share, or (except only as is otherwise provided by these Articles or the Statute) 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, letters of 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 personal representatives of the deceased where he was a sole holder, shall be the only persons recognized by the Company as having any title to his interest in the shares, but nothing herein contained shall release the estate of any such deceased holder from any liability 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 the Directors and, subject as hereinafter provided, elect either to be registered himself as holder of the share or to make such transfer of the share to such other person nominated by him as the deceased or bankrupt person could have made and to have such person registered as the transferee thereof, but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the share by that Member before his death or bankruptcy as the case may be. If the person so becoming entitled shall elect to be registered himself as holder, such person shall deliver or send to the Company a notice in writing signed by such person so stating such election.

16. A person becoming entitled to a share by reason of the death or bankruptcy or liquidation or dissolution of the holder (or in any other case than by voluntary transfer) shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, before being registered as a Member in respect of the 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 to transfer the share and if the notice is not complied with within ninety (90) days the Directors may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the share until the requirements of the notice have been complied with.

AMENDMENT OF MEMORANDUM OF ASSOCIATION, ALTERATION OF CAPITAL & 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 may from time to time alter or amend its Memorandum with respect to any objects, powers or other matters specified therein to:

(i) by Special Resolution increase the share capital by such sum to be divided into shares of such amount or without nominal or par value as the resolution shall prescribe and with such rights, priorities and privileges annexed 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 than its existing shares;

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (iii) by Special Resolution divide or subdivide all or any of its share capital into shares of smaller amount than is fixed 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 been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled.

(b) All new shares created hereunder shall be subject to the same provisions with reference to transfer, transmission, and otherwise as the shares in the original share capital.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (c) Subject to the provisions of the Statute and these Articles (including but not limited to Schedule A), the Company may 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 Company may 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 attend or 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 the record 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 or Members entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of Members. When a determination of Members entitled to attend or receive notice of, attend or vote at any meeting 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 to hold an annual general meeting. The annual general meeting, if held, shall be held at such time and place as the Directors shall appoint with notices properly given pursuant to Article 26. At these meetings the report of the Directors (if any) shall be presented.

22. The Directors may call general meetings, and they shall, on the requisition of Members of the Company holding at the date of deposit of the requisition not less than ten percent (10%) of the paid up capital of the Company as at the date of the deposit carries the right of voting at general meetings of the Company, forthwith proceed to convene an extraordinary general meeting of the Company.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 23. The requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the Registered Office 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 a general meeting, the requisitionists, or any of them representing not less than a majority of the aggregate 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 (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 that in 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 of any other general meeting unless such notice is waived either before, at or after such annual or other general meeting (a) in the case of a general meeting called as an annual general meeting, by all the Members entitled to attend and vote thereat or their proxies; and (b) in the case of any other general meeting, by the Majority Preferred Shareholders. Every notice shall be exclusive 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 meeting and the general nature of the business and shall be given in the manner hereinafter mentioned; provided that any general meeting of the Company shall, whether or not the notice specified in this regulation has been given and whether or not the provisions of Articles 21 25 have been complied with, be deemed to have been duly convened if it is so agreed by the Majority 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 meeting proceeds to business. The holders of (i) greater than fifty percent (50%) of the aggregate voting power of all of the shares (on an as-converted basis) entitled to notice of and to attend and vote at such general meeting, and (ii) Majority Preferred Shareholders, present in person or by proxy or if a company or other non-natural person by its duly authorized representative shall be a quorum of Members of a general meeting. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of Members, shall be dissolved and in any other case it shall stand adjourned 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 Directors may determine and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the Members present shall be a quorum.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 28. A person shall be deemed to be present at a general meeting if he participates by telephone or other electronic means and all persons participating in the meeting are able to hear each other or if such person is represented by proxy in accordance with Articles 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 in writing or by telex, telegram, cable, facsimile or other written electronic communication, without the need for any notice. The consent 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 such chairman, or if he shall not be present within fifteen (15) minutes after the time appointed for the holding of the meeting, or is unwilling 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 shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a general meeting is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the 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 majority pursuant to a poll of the Members. Unless otherwise required by Statute or these Articles, including Schedule A, such requisite majority shall be a simple majority of votes cast, on a fully diluted and as converted basis.

34. Subject to these Articles (including but not limited to Schedule A), every Member of record present or, if such Member is a corporation or other non-natural person, such Member is present by its duly authorized representative, shall have one (1) vote for 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 accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the 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, may vote by his committee, receiver, curator bonis, or other person in the nature of a committee, receiver or curator bonis appointed by 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 record date for such meeting nor unless all calls or other sums presently payable by him in respect of shares in the Company have been paid.

38. No objection shall be raised to the qualification of any voter except at the general meeting or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at such general meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the determination of the chairman of the general meeting to be 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 attorney duly authorized in writing, or, if the appointor is a corporation under the hand of an officer or attorney duly authorized in that behalf. 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 is specified for that purpose in the notice convening the meeting no later than the time for holding the meeting, or adjourned meeting.

42. The instrument appointing a proxy may be in any usual or common form and may be expressed to be for a particular meeting or 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 or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the share in respect of which the proxy is given provided that no intimation in writing of such death, insanity, revocation or transfer as aforesaid shall have been received by the Company at the Registered Office before the commencement of the general meeting, or adjourned meeting at which it is sought to use the proxy.

44. Any corporation which is a Member of record of the Company may in accordance with its articles or other governing documents, or in the absence of such provision by resolution of its directors or other governing body, authorize such person as it thinks fit to act as its representative at any meeting of the Company or of any class of Members of the Company, and the person so authorized shall be entitled to exercise the same powers on behalf of the corporation which he represents as the corporation 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 or indirectly, 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 the consent 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 the Company, or otherwise in connection with the business of the Company, or to receive a fixed allowance in respect thereof as may 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 remuneration to 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 under the Company (other than the office of Auditor) in conjunction with his office of Director for such period and on such terms as to remuneration and otherwise as the Directors may determine.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 49. Subject to these Articles (including but not limited to Schedule A), a Director may act by himself or his firm in a professional capacity for the Company and he or his firm shall be entitled to remuneration for professional services as if he were not a Director.

50. A shareholder qualification for Directors may be fixed by the Company in general meeting, but unless and until so fixed no qualification 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 or other officer of or otherwise interested in any company promoted by the Company or in which the Company may be interested as shareholder or otherwise and no such Director shall be accountable to the Company for any remuneration or other benefits received 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 be disqualified 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 Company in which any Director shall be in any way interested be or be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realized by any such contract or transaction by reason of such Director holding office or of the fiduciary relation thereby established. A Director shall be at liberty to vote in respect of any contract or transaction in which he is interested; provided that the nature of the interest of any Director in any such contract or 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 the directors or any committee thereof that a Director is a member of any specified firm or company and is to be regarded as interested in any transaction with such firm or company shall be sufficient disclosure under Article 52 and after such general notice it shall not be necessary to give special notice relating to any particular transaction.

54. The business of the Company shall be managed by the Directors (or a sole Director if only one is appointed) who may pay all expenses incurred in promoting, registering and setting up the Company, and may exercise all such powers of the Company as are not inconsistent, from time to time by the Statute, or by these Articles, or as may be prescribed by the Company in general meeting provided that no regulations made by the Company in general meeting shall invalidate any prior act of the Directors which would have been valid if that regulation had not been made, and provided further that, for the avoidance of doubt and without limiting the generality of the foregoing, the Directors shall undertake none of those acts described in Section 6 of Schedule 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 of persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for such purpose and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorneys as the Directors may think fit and may also authorize any such attorney to delegate all or any of the powers, authorities and discretions vested in him.

56. All checks, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for monies paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be in such manner as the Directors shall 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 Directors and 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 gratuity or pension or allowance on retirement to any Director who has held any other salaried office or place of profit with the Company or to his widow or dependants and may make contributions to any fund and pay premiums for the purchase or provision 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 Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital or any part thereof and to issue Debentures whether outright or as security for any debt, liability or obligation of the Company or of any third party.

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 as they shall think fit and the provisions contained in the three next following paragraphs shall be without prejudice to the 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 members of 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 compensation committee), local board, manager or agent any of the powers, authorities and discretions for the time being vested in the Directors and may authorize the members for the time being of any such local board, or any of them to fill up any vacancies therein and to act notwithstanding vacancies and any such appointment or delegation may be made on such terms and subject to such conditions as the Directors may think fit and the Directors may at any time remove any person 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.

(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 of business, convening, adjourning and otherwise regulating their meetings as they think fit, and questions arising at any meeting shall be decided by a majority of votes (unless a higher vote is required pursuant to the Statute or these Articles, including but not limited to Schedule A) of the Directors present at a meeting at which there is a quorum, with each having one (1) vote and Gao 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 the Directors by at least five (5) days notice in writing to every Director which notice shall set forth the general nature of the business to be considered; provided that notice is given pursuant to Articles 91 95; provided further that notice may be waived on behalf of all of the Directors before, after, or at the meeting by the vote or consent of all the Directors.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 63. The quorum necessary for the transaction of the business of the Directors is a majority of Directors, including the Majority Investor Directors. For the purposes of this Article 63 a proxy appointed by a Director shall only be counted in a quorum at a meeting at which the Director appointing him is not present; provided always that if there shall at any time be only a sole Director 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 as their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors, the continuing Directors or Director may act for the purpose of increasing the number of Directors to that number, or of summoning 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 such chairman is elected, or if at any meeting the chairman is not present, the Directors present may choose one of their numbers to be 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 to any 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 it by the Directors and by these Articles (including but not limited to Schedule A). A committee may meet and adjourn as it thinks 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 Board or of such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting; provided that a meeting of a Board or committee shall not be valid if the Company does not make such means of participation reasonably available to the members thereof.

68. A resolution in writing (in one or more counterparts), signed by all the Directors for the time being or all the members of a committee of Directors shall be as valid and effectual as if it had been passed at a meeting of the Directors or committee as the case 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 vote of the proxy shall for all purposes be deemed to be that of the Director. The provisions of Articles 40 43 shall apply, mutatis mutandis, 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 of Director, 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 filled only 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 and Preferred 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 a Director elected by the holders of any class or series of shares shall be filled by the vote or written consent of the holders of a majority of the shares of such class or series of shares; provided, that the Directors shall have the power at any time and from time to time to appoint any person to be a Director in order to fill a casual vacancy on the Board.

PRESUMPTION OF ASSENT

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 have assented to the action taken unless his dissent shall be entered in the Minutes of the meeting or unless he shall file his written dissent from such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to such person immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

74. The Company may, if the Directors so determine, have a Seal which shall, subject to this Article 74, only be used by the authority of the Directors or of a committee of the Directors authorized by the Directors in that behalf and every instrument to which the Seal has been affixed shall be signed by at least one (1) person who shall be either a Director or the Secretary or secretary-treasurer or some person appointed by the Directors for the purpose. The Company may have a duplicate Seal or Seals each of which shall be a facsimile of the Seal of the Company and, if the Directors so determine, with the addition on its face of the name of every place where it is to be used. A Director, Secretary or other duly authorized officer or representative or attorney may without further authority of the Directors affix the Seal of the Company over his signature alone to any document of the Company required to be authenticated by him under Seal or to be filed with the Registrar of Companies in the Cayman 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 to time 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 from time to time declare dividends (including interim dividends) and distributions on shares of the Company outstanding and authorize 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, before declaring any dividends or distributions, set aside such sums as they think proper as a reserve or reserves which shall at the discretion of the Directors, be applicable for any purpose of the Company and pending such application may, at the like discretion, 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 share premium 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 or distributions are to be declared on a class of shares they shall be declared and paid according to the amounts paid or credited as paid on the shares of such class outstanding on the record date for such dividend or distribution as determined in accordance with these Articles but no amount paid or credited as paid on a share in advance of calls shall be treated for the purpose of this Article 79 as paid on the share.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 80. The Directors may deduct from any dividend or distribution payable to any Member all sums of money (if any) presently payable 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 distribution be paid wholly or partly by the distribution of specific assets and in particular of paid up shares or Debentures of any other company or in any one or more of such ways and where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient and in particular may issue fractional certificates and fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any Members upon the footing of the value so fixed in order to adjust the rights of all Members and may vest any such specific assets in trustees as may seem expedient 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 sent through the post directed to the registered address of the holder or, in the case of joint holders, to the holder who is first named on the register of Members or to such person and to such address as such holder or joint holders may in writing direct. Every such check or warrant shall be made payable to the order of the person to whom it is sent. Any one of two or more joint holders may give effectual receipts for any dividends, bonuses, or other monies payable in respect of the share held by them as joint 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 may by Special resolution authorize the Directors to capitalize any sum standing to the credit of any of the Companys reserve accounts (including share premium account and capital redemption reserve fund) or any sum standing to the credit of profit and loss account or otherwise available for distribution and to appropriate such sum to Members in the proportions in which such sum would have been divisible amongst them had the same been a distribution of profits by way of dividend and to apply such sum on their behalf in paying up in full unissued shares for allotment and distribution credited as fully paid up to and amongst them in the proportion aforesaid. In such event the Directors shall do all acts and things required to give effect to such capitalization, with full power to the Directors to make such provisions as they think fit for the case of shares becoming distributable in fractions (including provisions whereby the benefit of fractional entitlements accrue to the Company rather than to the Members concerned). Subject to these Articles (including but not limited to Schedule A), the Directors may authorize any person to enter into, on behalf of all of the Members interested, an agreement with the Company providing for such capitalization and matters incidental thereto and any agreement made under such authority shall be effective and legally binding on all concerned.

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 or expenditure takes place;

(b) All sales and purchases of goods by the Company; and

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 fair view of the state of the Companys affairs and to explain its transactions.

86. Subject to any agreement binding on the Company (including without limitation the Shareholders Agreement), the Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Members not being Directors, and no Member (not being a Director) shall have any right of inspecting any account or book or document of the Company 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 loss accounts, 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 or Auditors of the Company who shall hold office for a period specified by the Board.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 89. Every Auditor of the Company shall have a right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require from the Directors and officers of the Company such information and explanation as may be necessary 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 either personally or by sending it by next-day or second-day courier service, fax, electronic mail or similar means to him or to his address as shown in the register of Members, such notice, if mailed, to be forwarded airmail if the address is outside the Cayman 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 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 confirmation of delivery, and by two (2) days having passed after 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 day that it has been properly addressed and sent through a transmitting organization, with a reasonable confirmation of delivery.

(c) Any notice received on a day that is not a business day shall be deemed only to become effective on the immediately following 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 first named 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 or shares in consequence of the death or bankruptcy of a Member by sending it, subject to Articles 92 and 93, to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt, or by any like description at the address supplied for that purpose by the persons claiming to be so entitled, or at the option of the Company by giving the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 the case 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 a trustee in bankruptcy of a Member of record where the Member of record but for his death or bankruptcy would be entitled 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 of Schedule A.

97. If the Company shall be wound up, the assets available for distribution amongst the Members shall be distributed in accordance with Section 2 of Schedule A; provided that no Member shall be compelled to accept any shares or other securities whereon there is any liability.

INDEMNITY

98. (a) To the maximum extent permitted by applicable Law, the Directors and officers for the time being of the Company and 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 from and against all actions, proceedings, costs, charges, losses, damages and expenses which they or any of them shall or may incur or sustain by reason of any act done or omitted in or about the execution of their duty in their respective offices or trusts, except such (if any) as they shall incur or sustain by or through their own willful neglect or willful default, and no such Director or officer or trustee shall be answerable for the acts, receipts, neglects or defaults of any other Director or officer or trustee or for joining in any receipt for the sake of conformity or for the solvency or honesty of any banker or other persons with whom any monies or effects belonging to the Company may be lodged or deposited for safe custody or for any insufficiency of any security upon which any monies of the Company may be invested or for any other loss or damage due to any such cause as aforesaid or which may happen in or about the execution of his office or trust unless the same shall happen through the willful neglect or willful default of such Director or officer or trustee.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (b) To the maximum extent permitted by applicable Law, the Directors and officers for the time being of the Company and 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 Members for monetary damages for breach of their duty in their respective offices, except such (if any) as they shall incur or sustain 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 Company shall 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 a body 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 presently payable or not) payable at a fixed time or called in respect of that Share. The Company also has a first and paramount lien on every Share (whether or not fully paid) registered in the name of a Person indebted or under liability to the Company (whether he 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 the Company (whether or not presently payable). The Directors may at any time declare a Share to be wholly or in part exempt from the provisions of this Article. The Companys 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 no sale shall be made unless an amount in respect of which the lien exists is presently payable nor until the expiration of fourteen days after a notice in writing, demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the Share, or the Persons entitled thereto by reason of his death or bankruptcy.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 to the application of the purchase money, nor shall his title to the Shares be affected by any irregularity or invalidity in the proceedings 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 the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable, and the residue shall (subject to a like lien for sums not presently payable as existed upon the Shares prior to the sale) be paid to the Person 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, and each Shareholder shall (subject to receiving at least fourteen days notice specifying the time or times of payment) pay to the Company 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 the sum is due shall pay interest upon the sum at the rate of eight percent per annum from the day appointed for the payment thereof to the time of the actual payment, but the Directors shall be at liberty to waive payment of that interest wholly or in part.

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 the amount 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 the particular Shares, in the amount of calls to be paid and in the times of payment.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 110. The Directors may, if they think fit, receive from any Shareholder willing to advance the same all or any part of the moneys uncalled and unpaid upon any partly paid Shares held by him, and upon all or any of the moneys so advanced may (until the same would, but for such advance, become presently payable) pay interest at such rate (not exceeding without the sanction of an Ordinary Resolution, eight percent per annum) as may be agreed upon between the Shareholder paying the sum in advance and 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 Directors may give to the person from whom it is due not less than five days notice requiring payment of the amount unpaid together with any interest, which may have accrued. The notice shall specify when payment is required and where payment is to be made 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 be forfeited.

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 of the Directors to that effect. Such forfeiture shall include all dividends or other monies declared payable in respect of the forfeited 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 fit and at any time before a sale, re-allotment or disposition the forfeiture may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal a forfeited Share is to be transferred to any person the Directors may authorise some person to execute an instrument of transfer of the Share in favour of that person. That Person shall be registered as the holder of the Share, and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the Shares be affected 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 shall surrender to the Company for cancellation the certificate for the Shares forfeited and shall remain liable to pay to the Company all monies which at the date of forfeiture were payable by him to the Company in respect of those Shares forfeited together with interest, but his liability shall cease if and when the Company shall have received payment in full of the amount unpaid on the Shares forfeited.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 115. A certificate in writing under the hand of one Director or officer of the Company that a Share has been forfeited on a specified date 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 issue of 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 as if 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 Memorandum and these Articles have the rights set out in this Schedule A, which forms part of these Articles. In the event of any inconsistency between the provisions set out herein and other provisions of the Memorandum and these Articles, the provisions set out herein shall prevail 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 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, share dividends, combinations, recapitalizations and similar transactions) per annum calculated from the Closing Date (as defined in the Series D Securities Subscription Agreement), payable if, as and when declared by the Board.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (b) Subject to the provisions of the Statute and these Articles (including but not limited to the other requirements of this Schedule A), (i) no dividends shall be declared or paid on the Ordinary Shares and other Preferred Shares, unless and until all declared dividends on each outstanding Series D Preferred Share has been paid or set aside for payment to the holders 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 Preferred Shares; (ii) after the payment of dividends on each outstanding Series D Preferred Share, all declared dividends on each outstanding Series C-2 Preferred Share shall be paid or set aside for payment to the holders of each outstanding Series 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 outstanding Series D Preferred Share and Series C-2 Preferred Share, all declared dividends on each outstanding Series B-2 Preferred 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 Preferred Shares; (iv) after the payment of dividends on each outstanding Series D Preferred Share, Series C-2 Preferred Share and Series B-2 Preferred Share, all declared dividends on each outstanding Series B-1 Preferred Share shall be paid or set aside for payment to the holders of each outstanding Series B-1 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 and Series C-1 Preferred Shares; (v) after the payment of dividends on each outstanding Series D Preferred Share, Series C-2 Preferred Share, Series B-2 Preferred Share and Series B-1 Preferred Share, all declared dividends on each outstanding Series A-3 Preferred Share and Series C-1 Preferred Share shall be paid or set aside 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 Shares and 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 and Series C-1 Preferred Share, all declared dividends on each outstanding Series A-2-I Preferred Share shall be paid or set aside for payment to the holders of each outstanding Series A-2-I Preferred Share, before which are declared or paid on the Ordinary Shares, Series A-1 Preferred Shares and Series A-2 Preferred Shares; (vii) 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, 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 the holders of each outstanding Series A-2 Preferred Share, before which are declared or paid on the Ordinary Shares and Series 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 on each outstanding Series A-1 Preferred Share shall be paid or set aside for payment to the holders of each outstanding Series A-1 Preferred Share, before which are declared or paid on the Ordinary Shares.

(a) Liquidation Preferences. Upon any liquidation, dissolution, or winding up of the Company, whether voluntary or involuntary, 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 A Preferred Shares, the Ordinary Shares or any other class of shares of the Company, the holders of Series D Preferred Shares shall be entitled to receive, on parity with each other, an amount equal to 100% of the applicable 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 and unpaid with respect thereto (the Series D Liquidation Preference Amount). If, upon any such liquidation, dissolution, or winding up, the assets of the Company shall be insufficient to make payment of the foregoing amounts in full on all Series D Preferred Shares, then all such assets shall be distributed to the holders of Series D Preferred Shares ratably in proportion to the full amounts to which they would otherwise be respectively entitled thereon. Notwithstanding the foregoing, if the liquidation amount, based on the assets of the Company or proceeds received by the Company or its Shareholders available for distribution to Shareholders, that each holder of the Series D Preferred Shares of the Company is entitled to receive per share, 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-2 Liquidation Preference 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 under this Section 2(a) shall not be payable, and all the assets and proceeds available for distribution shall be allocated to all the holders of the Shares of the Company on a pro-rata and as-converted basis in accordance with Section 2(a)(ix) of Schedule A below.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (ii) After distribution or payment in full of Series D Liquidation Preference Amount pursuant to Section 2(a)(i) of Schedule A, and before any distribution or payment shall be made to the holders of the Series B-2 Preferred Shares, the Series B-1 Preferred Shares, the Series C-1 Preferred Shares, the Series A Preferred Shares, the Ordinary Shares or any other class of shares of the Company, each holder of Series C-2 Preferred Shares shall be entitled to receive, on parity with each other, an amount equal to 100% of the applicable 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 and unpaid with respect thereto (the Series C-2 Liquidation Preference Amount). If, upon any such liquidation, dissolution, or winding up, the assets of the Company shall be insufficient to make payment of the foregoing amounts in full on all Series C-2 Preferred Shares, then such assets shall be distributed among the holders of Series C-2 Preferred Shares ratably 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 Preference Amount pursuant to Section 2(a)(i) of Schedule A, if the liquidation amount, based on the assets of the Company or proceeds received by the Company or its Shareholders available for distribution to Shareholders, that each holder of the Series C-2 Preferred Shares of the Company is entitled to receive per share, 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 C-2 Issue Price (as adjusted for any share splits, share dividends, combinations, recapitalizations and similar transactions), the Series C-2 Liquidation Preference 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 under this Section 2(a) shall not be payable, and all the assets and proceeds available for distribution after distribution or payment in full of the Series D Liquidation Preference Amount pursuant to Section 2(a)(i) of Schedule A shall be allocated to all the holders of the Shares of the Company on a pro-rata and as-converted basis in accordance with Section 2(a)(ix) of Schedule A below.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (iii) After distribution or payment 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 before any distribution or payment shall be made to the holders of the Series B-1 Preferred Shares, the Series C-1 Preferred Shares, the Series A Preferred Shares, the Ordinary Shares or any other class of shares of the Company, each holder of Series B-2 Preferred Shares shall be entitled to receive, on parity with each other, an amount equal to 150% of the applicable Original Series B-2 Issue Price for each Series B-2 Preferred Share as adjusted for any share splits, share dividends, combinations, recapitalizations and similar transactions, and plus all dividends declared and unpaid with respect thereto (the Series B-2 Liquidation Preference Amount). If, upon any such liquidation, dissolution, or winding up, the assets of the Company shall be insufficient to make payment of the foregoing amounts in full on all Series B-2 Preferred Shares, then such assets shall be distributed among the holders of Series B-2 Preferred Shares ratably 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 Preference Amount pursuant to Section 2(a)(i) of Schedule A and Series C-2 Liquidation Preference Amount pursuant to Section 2(a)(ii) of Schedule A, if the liquidation amount, based on the assets of the Company or proceeds received by the Company or its Shareholders available for distribution to Shareholders, that each holder of the Series B-2 Preferred Shares of the Company is entitled to receive 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-2 Issue Price (as adjusted for any share splits, share dividends, combinations, recapitalizations and similar transactions), the 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 under this Section 2(a) shall not be payable, and all the assets and proceeds available for distribution after distribution or payment in full of the Series D Liquidation Preference Amount pursuant to Section 2(a)(i) of Schedule A and the Series C-2 Liquidation Preference Amount pursuant to Section 2(a)(ii) of Schedule A shall be allocated to all the holders of the Shares of the Company on a pro-rata and as-converted basis in accordance with Section 2(a)(ix) of Schedule A below.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (iv) After distribution or payment 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, Series B-2 Liquidation Preference Amount pursuant to Section 2(a)(iii) of Schedule A, and before any distribution or payment shall be made to the holders of the Series C-1 Preferred Shares, the Series A Preferred Shares, the Ordinary Shares or any other class of shares of the Company, each holder of Series 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 share splits, share dividends, combinations, recapitalizations and similar transactions, and plus all dividends declared and unpaid with respect thereto (the Series B-1 Liquidation Preference Amount). If, upon any such liquidation, dissolution, or winding up, the assets of the Company shall be insufficient to make payment of the foregoing amounts in full on all Series B-1 Preferred Shares, then such assets shall be distributed among the holders of Series B-1 Preferred Shares ratably 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 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-2 Liquidation Preference Amount pursuant to Section 2(a)(iii) of Schedule A, if the liquidation amount, based on the assets of the Company or proceeds received by the Company or its Shareholders available for distribution to Shareholders, that each holder of the Series B-1 Preferred Shares of the Company is entitled to receive 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 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 under this Section 2(a) shall not be payable, and all the assets and proceeds available for distribution after distribution or payment in full of the Series D Liquidation Preference Amount pursuant to Section 2(a)(i) of Schedule A, the Series C-2 Liquidation Preference Amount pursuant to Section 2(a)(ii) of Schedule A and Series B-2 Liquidation Preference Amount pursuant to Section 2(a)(iii) of Schedule A shall be allocated to all the holders of the Shares of the Company on a pro-rata and as-converted basis in accordance with Section 2(a)(ix) of Schedule A below.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (v) After distribution or payment 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, Series B-2 Liquidation Preference Amount pursuant to Section 2(a)(iii) of Schedule A and Series B-1 Liquidation Preference Amount pursuant to Section 2(a)(iv) of Schedule A, and before any distribution or payment shall be made to the holders of Series A-2-I Preferred Shares, Series A-2 Preferred Shares, Series A-1 Preferred Shares, the Ordinary Shares or any other class of shares of the Company, each holder of Series A-3 Preferred Shares and Series C-1 Preferred Shares shall be entitled to receive, on parity with each other, an amount equal to 150% of the applicable Original Series A-3 Issue Price for each Series A-3 Preferred Share and Series C-1 Preferred Share as adjusted for any share splits, share dividends, combinations, recapitalizations and similar transactions, and plus all dividends declared and unpaid with respect thereto (the Series A-3 and Series C-1 Liquidation Preference Amount). If, upon any such liquidation, dissolution, or winding up, the assets of the Company shall be insufficient to make payment of the foregoing amounts in full on all Series A-3 Preferred Shares and Series C-1 Preferred Shares, then such assets shall be distributed among the holders of Series A-3 Preferred Shares and Series C-1 Preferred Shares ratably 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 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, Series B-2 Liquidation Preference Amount pursuant to Section 2(a)(iii) of Schedule A and Series B-1 Liquidation Preference Amount pursuant to Section 2(a)(iv) of Schedule A, if the liquidation amount based on the remaining assets of the Company or proceeds received by the Company or its Shareholders available for distribution to Shareholders that each holder of the Series A-3 Preferred Shares and Series C-1 Preferred Shares of the Company is entitled to receive per share on a pari passu and pro rata basis will not be less than six (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 Liquidation Preference Amount, Series A-2-I Liquidation Preference Amount, Series A-2 Liquidation Preference Amount and Series A-1 Liquidation Preference Amount under this Section 2(a)(v) shall not be payable, and all the remaining assets and proceeds available for distribution after distribution or payment in full of Series D Liquidation Preference Amount, Series C-2 Liquidation Preference Amount, Series B-2 Liquidation Preference Amount and Series B-1 Liquidation Preference Amount pursuant to Section 2(a)(i) to (iv) of Schedule A shall be allocated to all the holders of the Shares of the Company on a pro-rata and as-converted basis in accordance with Section 2(a)(ix) of Schedule A below.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (vi) After distribution or payment 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, 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 and Series C-1 Liquidation Preference Amount pursuant to Section 2(a)(v) of Schedule A, each holder of Series 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 any share splits, share dividends, combinations, recapitalizations and similar transactions, and plus all dividends declared and unpaid with respect thereto (the Series A-2-I Liquidation Preference Amount). If, upon any such liquidation, dissolution, or winding up, the assets of the Company shall be insufficient to make payment of the foregoing amounts in full on all Series A-2-I Preferred Shares, then such assets shall be distributed among the holders of Series A-2-I Preferred Shares ratably 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 Preference Amount, Series C-2 Liquidation Preference Amount, Series B-2 Liquidation Preference Amount, Series B-1 Liquidation Preference Amount and Series A-3 and Series C-1 Liquidation Preference Amount pursuant to Section 2(a)(i) to (v) of Schedule A, if the liquidation amount based on the remaining assets of the Company or proceeds received by the Company or its Shareholders available for distribution to Shareholders that each holder of the Series A-2-I Preferred Shares of the Company is entitled to receive per share on a pari passu and pro rata basis will not be less than four (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 this Section 2(a) shall not be payable, and all the remaining assets and proceeds available for distribution after distribution or payment 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 and Series A-3 and Series C-1 Liquidation Preference Amount pursuant to Section 2(a)(i) to (v) of Schedule A shall be allocated to all the holders of the Shares of the Company on a pro-rata and as-converted basis in accordance with Section 2(a)(ix) of Schedule A below.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (vii) After distribution or payment 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, 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 and Series C-1 Liquidation Preference Amount pursuant to Section 2(a)(v) of Schedule A and Series A-2-I Liquidation Preference Amount pursuant to Section 2(a)(vi) of Schedule A, each holder of Series A-2 Preferred Shares shall be entitled to receive, on parity with each other, an amount equal to 150% of the applicable 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 and unpaid with respect thereto (the Series A-2 Liquidation Preference Amount). If, upon any such liquidation, dissolution, or winding up, the assets of the Company shall be insufficient to make payment of the foregoing amounts in full on all Series A-2 Preferred Shares, then such assets shall be distributed among the holders of Series A-2 Preferred Shares ratably 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 Preference Amount, Series C-2 Liquidation Preference Amount, Series B-2 Liquidation Preference Amount, Series B-1 Liquidation Preference Amount, Series A-3 and Series C-1 Liquidation Preference Amount and Series A-2-I Liquidation Preference Amount pursuant to Section 2(a)(i) through (vi) of Schedule A, if the liquidation amount based on the remaining assets of the Company or proceeds received by the Company or its Shareholders available for distribution to Shareholders that each holder of the Series A-2 Preferred Shares of the Company is entitled to receive per share on a pari passu and pro rata basis will not be less than five (5) times the Original Series A-2 Issue Price (as adjusted for any share splits, share dividends, combinations, recapitalizations and similar transactions), the Series A-2 Liquidation Preference Amount and Series A-1 Liquidation Preference Amount under this Section 2(a) shall not be payable, and all the remaining assets and proceeds available for distribution after distribution or payment 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 and Series C-1 Liquidation Preference Amount and Series A-2-I Liquidation Preference Amount pursuant to Section 2(a)(i) through (vi) of Schedule A shall be allocated to all the holders of the Shares of the Company on a pro-rata and as-converted basis in accordance with Section 2(a)(ix) of Schedule A below.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (viii) After distribution or payment 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, 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 and Series C-1 Liquidation Preference Amount pursuant to Section 2(a)(v) of Schedule A, Series A-2-I Liquidation Preference Amount pursuant to Section 2(a)(vi) of Schedule A and Series A-2 Liquidation Preference Amount pursuant to Section 2(a)(vii) of Schedule A respectively, each holder of Series A-1 Preferred Shares shall be entitled to receive, on parity with each other, an amount equal to 100% of the applicable 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 and unpaid with respect thereto (the Series A-1 Liquidation Preference Amount). If, upon any such liquidation, dissolution, or winding up, the assets of the Company shall be insufficient to make payment of the foregoing amounts in full on all Series A-1 Preferred Shares, then such assets shall be distributed among the holders of Series A-1 Preferred Shares ratably 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 the 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 and Series C-1 Liquidation Preference Amount, Series A-2-I Liquidation Preference Amount and Series A-2 Liquidation Preference Amount pursuant to Section 2(a)(i) through (vii) of Schedule A, if the liquidation amount based on the remaining assets of the Company or proceeds received by the Company or its Shareholders available for distribution to Shareholders that each holder of the Series A-1 Preferred Shares of the Company is entitled to receive per share on a pari passu and pro rata basis will not be less than four (4) times the Original Series A-1 Issue Price (as adjusted for any share splits, share dividends, combinations, recapitalizations and similar transactions), the Series A-1 Liquidation Preference Amount under this Section 2(a)(viii) shall not be payable, and all the remaining assets and proceeds available for distribution after distribution or payment 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 and Series C-1 Liquidation Preference Amount, Series A-2-I Liquidation Preference Amount and Series A-2 Liquidation Preference Amount pursuant to Section 2(a)(i) through (vii) of Schedule A shall be allocated to all the holders of the Shares of the Company on a pro-rata and as-converted basis in accordance with Section 2(a)(ix) of Schedule A below.

(ix) After distribution or payment 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 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 rata and 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 its Shareholders available for distribution to Shareholders shall be distributed ratably among the holders of outstanding Ordinary Shares and holders of outstanding Preferred Shares (including holders of Series A-1 Preferred 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 Preferred Shares) 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 or shareholders of the Subsidiaries with or into any Person, Transfer of Shares by the Shareholders of the Company, or any other corporate reorganization or scheme of arrangement, including a sale or acquisition of Equity Securities of the Company and/or its Subsidiaries, in which the Shareholders of the Company or shareholders of the Subsidiaries immediately before such transaction own less than fifty percent (50%) of the voting power of the surviving company immediately after such transaction (excluding any transaction effected solely for tax purposes or to change the Companys domicile);

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (ii) a sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, 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 Companies of all or substantially all of the intellectual property of the Group Companies;

(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 in accordance 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 Preferred Shareholders, prior written consent of Antfin is required before the Company can enter into such arrangement, except where (x) Antfin will retain its corresponding shareholding percentage in the Company or any other entity that holds the material business or assets of the Company after such Liquidation Event, or (y) the valuation of the Company under 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 shall waive its liquidation preference pursuant to Section 2(a)(ii) of Schedule A (i.e. no Series C-2 Liquidation Preference Amount will be paid to Antfin) should Antfin retain its corresponding shareholding percentage in the Company or any other entity that holds the material business or assets of the Company after such Liquidation Event.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (c) Amount Deemed Paid or Distributed. The amount deemed paid or distributed to the Shareholders of the Company upon any such liquidation, dissolution, or winding up, including the Liquidation Event, shall be the cash or the value of the property, rights or securities paid or distributed to such holders by the Company or the acquiring Person. If the amount deemed paid or distributed under this Section 2 of Schedule A is made in property other than in cash, the value 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 similar restrictions 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 securitys closing prices 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 the thirty (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 good faith 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 be adjusted to make an appropriate discount from the market value determined as above in Section 2(c)(i), (ii) or (iii) to reflect the fair market value thereof as determined in good faith by the Board (including the approval of Majority Investor 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 market value pursuant to this Section 2(c) of Schedule A, in which case the determination of fair market value shall be made by an independent appraiser selected jointly by the Board (including the approval of Majority Investor Directors) and the 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) of Schedule A, if any portion of the consideration payable to the Shareholders of the Company is placed into escrow, the relevant acquisition agreement shall provide that (i) the portion of such consideration that is placed in escrow shall be allocated among the holders of shares of the Company pro rata based on the amount of such consideration payable to each Shareholder (such that each Shareholder has the same percentage of the total consideration payable to it placed into escrow), and (ii) the portion of such consideration that is not placed in escrow shall be allocated among the holders of shares of the Company in accordance with Section 2(a) of Schedule A as if the total consideration payable to the Shareholders of the Company, without deduction for the escrowed amount, were being paid to the shareholders of the Company.

Subject to the provisions of the Memorandum and these Articles, at all general meetings of the Company: (i) the holder of each Ordinary Share issued and outstanding shall have one (1) vote in respect of each Ordinary Share held, and (ii) the holder of each Preferred Share shall be entitled to such number of votes as equals the whole number of Ordinary Shares into which such holders collective Preferred Shares are convertible immediately after the close of business on the record date of the determination of the Companys Shareholders entitled to vote or, if no such record date is established, at the date such vote is taken or any written consent of the Companys Shareholders is first solicited. Subject to provisions to the contrary elsewhere in the Memorandum and these Articles, or as required by the Statute, the holders of Preferred Shares shall vote together with the 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 the Preferred Shares into Ordinary Shares (once converted, the Conversion Shares). Subject to the provisions of Section 4(b) of Schedule A, the number of Ordinary Shares to which a holder shall be entitled upon conversion of any Preferred Share shall be the quotient of the applicable Original Preferred Issue Price divided by the then-effective applicable Conversion Price. The relevant Conversion Price shall initially equal the Original Preferred Issue Price, as applicable. For the 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 to compliance 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-effective applicable Conversion Price.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (ii) The holder of any Preferred Shares who desires to convert such shares into Ordinary Shares shall surrender the certificate or certificates therefor, duly endorsed, or affidavit of lost certificate, at the office of the Company or any transfer agent for the Preferred Shares, and shall give written notice to the Company at such office that such holder has elected to convert such shares. Such notice shall state the number of Preferred Shares being converted. Thereupon, the Company shall promptly issue and deliver to such holder at such office a certificate or certificates for the number of Ordinary Shares to which the holder is entitled and shall update its register of Members. No fractional Ordinary Shares shall be issued upon conversion of the Preferred Shares, and the number of Ordinary Shares to be so issued to a holder of Preferred Shares upon the conversion of such Preferred Shares (after aggregating all fractional Ordinary Shares that would be issued to such holder) shall be rounded to the nearest whole share (with one-half being rounded upward). Such conversion shall be deemed to have been made at the close of business on the date of the surrender of the certificates, or affidavit of lost certificate, representing the Preferred Shares to be converted, and the person entitled to receive the Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record 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 certificates representing such share are surrendered to the Company or its transfer agent, each Preferred Share shall automatically be converted into Ordinary Share(s) (A) upon the closing of a Qualified IPO or (B) the date when the Company obtains the vote or consent of Majority Series A-1 Shareholders with respect to the conversion of the Series A-1 Preferred Shares, or the Majority Series A-2 Shareholders with respect to the conversion of the Series A-2 Preferred Shares, or the Majority Series A-3 Shareholders with respect to the conversion of the Series A-3 Preferred Shares, or the Majority Series A-2-I Shareholders with respect to the conversion of the Series A-2-I Preferred Shares, or the Majority Series B-1 Shareholders with respect to the conversion of the Series B-1 Preferred Shares, or the Majority Series B-2 Shareholders with respect to the conversion of the Series B-2 Preferred Shares, or the Majority Series C-1 Shareholders with respect to the conversion of the Series C-1 Preferred Shares, or the Majority Series C-2 Shareholders with respect to the conversion of the Series C-2 Preferred Shares, or the Majority Series D Shareholders with respect to the conversion of the Series D Preferred Shares, as the case may be, based on the then-effective applicable Conversion Price.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (ii) The Company shall not be obligated to issue certificates for any Ordinary Shares issuable upon the automatic conversion of any Preferred Shares unless the certificate or certificates evidencing such Preferred Shares is either delivered as provided below to the Company or any transfer agent for the Preferred Shares, or the holder notifies the Company or its transfer agent that such certificate has been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificate. The Company shall, as soon as practicable after receipt of certificates for Preferred Shares, or satisfactory agreement for indemnification in the case of a lost certificate, promptly issue and deliver at its office to the holder thereof a certificate or certificates for the number of Ordinary Shares to which the holder is entitled and shall update its register of Members. No fractional Ordinary Shares shall be issued upon conversion of the Preferred Shares, and the number of Ordinary Shares to be so issued to a holder of converting Preferred Shares (after aggregating all fractional Ordinary Shares that would be issued to such holder) shall be rounded to the nearest whole share (with one-half being rounded upward). Any person entitled to receive Ordinary Shares issuable upon the automatic conversion of the Preferred Shares shall 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 any manner in compliance with applicable Law, including redeeming or repurchasing the Preferred Shares and applying the proceeds thereof towards payment for the new Ordinary Shares. For purposes of the repurchase or redemption, the Directors may, subject to the Company being able to pay its debts in the ordinary course of business, make payments out 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, effect a subdivision of the outstanding Ordinary Shares, the applicable Conversion Price in effect immediately prior to such subdivision shall be proportionately decreased. Conversely, if the Company shall at any time, or from time to time, combine the outstanding Ordinary Shares into a smaller number of shares, the applicable Conversion Price in effect immediately prior to the combination shall be proportionately increased. Any adjustment under this paragraph shall become effective at the close of business on the date the subdivision or combination becomes effective.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (ii) Adjustment for Ordinary Share Dividends and Distributions. If the Company makes (or fixes a record date for the determination of holders of Ordinary Shares entitled to receive) a dividend or other distribution to the holders of Ordinary Shares payable in Additional Equity Securities, the applicable Conversion Price then in effect shall be decreased (but not below par value) as of the time of such issuance (or in the event such record date is fixed, as of the close of business on such record date) by multiplying such Conversion Price then in effect by a fraction (i) the numerator of which is the total number of Ordinary Shares issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (ii) the denominator of which is the total number of Ordinary Shares issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of Ordinary Shares issuable 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 a record date for the determination of holders of Ordinary Shares entitled to receive) a dividend or other distribution 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 Share thereafter, the holder thereof shall receive, in addition to the number of Ordinary Shares issuable thereon, the amount of securities of the Company which the holder of such share would have received had the Preferred Shares been converted into Ordinary Shares immediately prior to such event, all subject to further adjustment as provided herein.

(iv) Reorganizations, Mergers, Consolidations, Reclassifications, Exchanges, Substitutions. If at any time, or from time to time, any capital reorganization or reclassification of the Ordinary Shares (other than as a result of a share dividend, subdivision, split or combination otherwise treated above) occurs or the Company is consolidated, merged or amalgamated with or into another Person (other than a consolidation, merger or amalgamation treated as a Liquidation Event), then in any such event, provision shall be made so that, upon conversion of any Preferred Share thereafter, the holder thereof shall receive the kind and amount of shares and other securities and property which the holder of such share would have received had the Preferred Shares been converted into Ordinary Shares on the date of such event, all subject to further adjustment as provided herein, or with respect to such other securities or property, in accordance with any terms applicable thereto.

(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 any of 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 the applicable Conversion Price of the affected Preferred Shares shall be reduced (but not below par value), 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 definitions shall apply:

CP2 shall mean the Conversion Price, as applicable, in effect immediately after such issue or sale of Additional Equity Securities;

CP1 shall mean the Conversion Price, as applicable, in effect immediately prior to such issue or sale of Additional Equity Securities;

A shall mean the number of Ordinary Shares outstanding immediately prior to such issue or sale of Additional Equity Securities;

B shall mean the number of Ordinary Shares that would have been issued or sold if such Additional Equity Securities had been issued or sold at a price per share equal to CP1 (determined by dividing the aggregate consideration received by the Company in respect of such issue or sale by CP1); and

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 prior to such issue or sale of Additional Equity Securities shall be calculated assuming conversion or exercise of all Ordinary Share Equivalents.

(B) Determination of Consideration. For the purpose of making any adjustment to any applicable Conversion Price or the number of Ordinary Shares issuable upon conversion of the Preferred Shares, as provided above:

(1) To the extent it consists of cash, the consideration received by the Company for any issue or sale of securities shall be computed at the net amount of cash received by the Company after deduction of any underwriting or similar commissions, compensations, discounts or concessions 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 received by the Company for any issue or sale of securities shall be computed at the fair market value thereof (as determined in good faith by the Board, including the approval of Majority Investor Directors), as of the date of the adoption of the resolution specifically authorizing such 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 or other assets of the Company for consideration which covers both, the consideration received for the Additional Equity Securities shall be computed as that portion of the consideration received (as determined in good faith by the Board, including Majority Investor Directors) to be allocable to such Additional Equity Securities.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (C) No Exercise. If all of the rights to exercise, convert or exchange any Ordinary Share Equivalents shall expire without any of such rights having been exercised, the applicable Conversion Price as adjusted upon the issuance of such Ordinary Share Equivalents shall be readjusted to the applicable Conversion 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 of Schedule A are not strictly applicable, but the failure to make any adjustment to any Conversion Price would not fairly protect the conversion rights of the applicable Preferred Shares in accordance with the essential intent and principles hereof, then, in each such case, the Company, in good faith, shall determine the appropriate adjustment to be made, on a basis consistent with the essential intent and principles established in this 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, the Company, at its sole expense, shall compute such adjustment or readjustment in accordance with the provisions hereof and prepare a certificate showing such adjustment or readjustment, and shall mail such certificate, by first class mail, postage prepaid, to each registered holder of such Preferred Shares at such holders address as shown in the Companys books. The certificate shall set forth such adjustment or readjustment, showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (i) the consideration received or deemed to be received by the Company for any Additional Equity Securities issued or sold or deemed to have been issued or sold, (ii) the number of Additional Equity Securities issued or sold or deemed to be issued or sold, (iii) the applicable Conversion Price in effect before and 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 such adjustment or readjustment.

(viii) Notice of Record Date. In the event the Company shall propose to take any action of the type or types requiring an adjustment to a Conversion Price or the number or character of the Preferred Shares as set forth herein, the Company shall give notice to the holders of such Preferred Shares, which notice shall specify the record date, if any, with respect to any such action and the date on which such action is to take place. Such notice shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action (to the extent such effect may be known at the date of such notice) on the Conversion Price and the number, kind or class of shares or other securities or property which shall be deliverable upon the occurrence of such action or deliverable upon the conversion of Preferred Shares. In the case of any action which would require the fixing of a record date, such notice shall be given at least twenty (20) days prior 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.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (ix) Reservation of Shares Issuable Upon Conversion. Subject to the Statute, the Company shall at all times reserve and keep available out of its authorized but unissued Ordinary Shares, solely for the purpose of effecting the conversion of the Preferred Shares and any convertible notes, such number of its Ordinary Shares as shall from time to time be sufficient to effect the conversion of all outstanding Preferred Shares and the convertible notes. If at any time the number of authorized but unissued Ordinary Shares shall not be sufficient to effect the conversion of all then outstanding Preferred Shares or any convertible notes, the Company, subject to the Statute, will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued Ordinary Shares to such number of shares as shall be sufficient for such purpose.

(x) Notices. Any notice required or permitted pursuant to this Section 4 of Schedule A shall be given in writing and 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 the books of the Company. Where a notice is sent by next-day or second-day courier service, service of the notice 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 confirmation of delivery, and to have been effected at the expiration of two (2) days after the letter containing the same is sent as aforesaid. Where a notice is sent by fax or electronic mail, service of the notice shall be deemed to be effected by properly addressing, and sending such notice through a transmitting organization, with a written confirmation of delivery, and to have been effected on the day the same is sent as aforesaid. Any notice received in a day that is not a business day shall be deemed only to become effective on the immediately following business day.

(xi) Payment of Taxes. The Company will pay all taxes (other than taxes based upon income) and other governmental charges that may be imposed with respect to the issue or delivery of Ordinary Shares upon conversion of Preferred Shares, excluding any tax or other charge imposed in connection with any transfer involved in the issue and delivery of Ordinary Shares in a name other than that in which the Preferred Shares so converted were registered.

5. Redemption.

(a) (i) Subject to the provisions of the Statute, the Memorandum and these Articles, shares may be issued on the terms that they are, or at the option of the Company or the holder are, to be redeemed on such terms and in such 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 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 (unless the redemption is in respect of the Preferred Shares in accordance with the provisions of these Articles) and may make payment therefore in any 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 redeemable at the option of holders of such Preferred Shares, as provided herein:

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (1) (A) At any time after the fifth (5th) anniversary of the First Original Series C-2 Issue Date, 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 that invalidates the Cooperation Documents or results in the Company no longer Controlling the Domestic Companies (as defined in the Shareholders Agreement), or any breach of the Cooperation Documents, and such invalidity or breach cannot be or is not cured or settled in any manner to the satisfaction of any holder of Preferred Shares within 30 days after the occurrence of such event, or (C) in the event of any material breach of the Transaction Documents (as defined in the Series D Securities Subscription Agreement) which results in a Material Adverse Effect, and such breach cannot be or is not cured or settled in any manner to the satisfaction of any holder of Preferred Shares within 30 days after the occurrence of such breach, at the written request to the Company made 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 and/or any holder of Series B-2 Preferred Shares and/or any holder of Series C-1 Preferred Shares and/or any holder of Series C-2 Preferred Shares (other than Primavera) 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 fully diluted basis) and/or Primavera if it holds at least 36,207,583 Series C-2 Preferred Shares originally issued to Primavera (subject to appropriate adjustments for any subsequent bonus issue, share split, consolidation, subdivision, reclassification, recapitalization or similar arrangement), the Company shall redeem all or part of the 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 Preferred Shares, Series C-1 Preferred Shares, Series C-2 Preferred Shares (other than Series C-2 Preferred Shares held by Primavera), Series D Preferred Shares or Series C-2 Preferred Shares held by Primavera, as the case may be (each, a Redeeming Preferred Share), held by the relevant requesting holder(s) and other 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 the following redemption prices (the Redemption Prices): (A) for each Series A-2 Preferred Share, equals to the amount at the Original Series A-2 Issue Price plus an annual internal rate of return of eight percent (8%) plus all accrued but unpaid dividends from the Original Series A-2 Issue Date, until the date of receipt by the holder thereof of the full respective Redemption Price, (B) for each Series A-3 Preferred Share and Series C-1 Preferred Share, equals to the amount at the Original Series A-3 Issue Price plus an annual internal rate of return of eight percent (8%) plus all accrued but unpaid dividends from the Original Series A-3 Issue Date, until the date of receipt by the holder thereof of the full respective Redemption Price, (C) for each Series A-2-I Preferred Share, equals to the amount at the Original Series A-2-I Issue Price plus an annual internal rate of return of eight percent (8%) plus all accrued but unpaid dividends from the Original Series A-2-I Issue Date, until the date of receipt by the holder thereof of the full respective Redemption Price, (D) for each Series B-1 Preferred Share, equals to the amount at the Original Series B-1 Issue Price plus an annual internal rate of return of eight percent (8%) plus all accrued but unpaid dividends from the Original Series B-1 Issue Date, until the date of receipt by the holder thereof of the 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 internal rate of return of eight percent (8%) plus all accrued but unpaid dividends from the Original Series B-2 Issue Date, until the date of receipt by the holder thereof of the full respective Redemption Price (F) for each Series C-2 Preferred Share held by Tiger, equals to the amount at the Original Series C-2 Issue Price plus an annual internal rate of return of eight percent (8%) plus all accrued but unpaid dividends from the First Original Series C-2 Issue Date, until the date of receipt by the holder thereof of the full respective Redemption Price; (G) for each Series C-2 Preferred Share held by Antfin, Primavera, CMC, Joy Capital

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 annual internal rate of return of eight percent (8%) plus all accrued but unpaid dividends from the Second Original Series C-2 Issue Date, until the date of receipt by the holder thereof of the full respective Redemption Price; (H) for each Series D Preferred Share originally issued to CMC Downtown II Holdings Limited, equals to the amount at the Original Series D Issue Price plus an annual internal rate of return of eight percent (8%) plus all accrued but unpaid dividends from the First Original Series D Issue Date, until the date of receipt by the holder thereof of the full respective Redemption Price; and (I) for each Series D Preferred Share originally issued to Juneberry Investment Holdings Limited, equals to the amount at the Original Series D Issue Price plus an annual internal rate of return of eight percent (8%) plus all accrued but unpaid dividends from the Second Original Series D Issue Date, until the date of receipt by the holder thereof of the full respective Redemption Price.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (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 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 Preferred Shares, at the address last shown on the records of the Company for such holder(s). Such notice shall indicate that the holders of 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/or Series D Preferred Shares have elected redemption of all or part of the Series A-2 Preferred Shares, Series A-3 Preferred 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 Preferred Shares pursuant to the provisions of the Section 5(a)(iii)(1) of Schedule A, specify the redemption date, and direct the holders of such shares to submit their share certificates to the Company on or before the scheduled redemption date.

(3) The closing (the Redemption Closing) of the redemption of any Redeeming Preferred Share pursuant to this Section 5(a)(iii) of Schedule A will take place within thirty (30) days of the date of the Redemption Notice at the offices of the Company, or such other date or other place as the Redeeming Shareholders and the Company may mutually agree in writing. At the Redemption Closing, subject to applicable Law, the Company will, from any source of assets or funds legally available therefor, redeem each Redeeming Preferred Share by paying in cash therefor the Redemption Price against surrender by such holder at the Companys principal office of the certificate, or affidavit of lost certificate, representing such share.

(4) In the event of any material breach of the Business Cooperation Agreement and such breach cannot be or is not cured or settled in any manner to the satisfaction of Antfin within thirty (30) days after the occurrence of such event, at the written request to the Company made by Antfin, the Company shall redeem all or part of the then outstanding Series C-2 Preferred Shares held by Antfin at the redemption prices per share equivalent to the amount at the Original Series C-2 Issue Price plus an annual internal rate of return of eight percent (8%) plus all accrued but unpaid dividends from the Closing Date (as defined in the Series D Securities Subscription Agreement), until the date of receipt by Antfin thereof of the full amount of the foregoing redemption price. The closing of the redemption of any of the then outstanding Series C-2 Preferred Shares held by Antfin pursuant to this Section 5(a)(iii)(4) of Schedule A will take place within thirty (30) days of the date of the receipt of written request at the offices of the Company, or such other date or other place as Antfin and the Company may mutually agree in writing. At such closing, subject to applicable Law, the Company will, from any source of assets or funds legally available therefor, redeem each such Series C-2 Preferred Shares by paying in cash therefor the redemption price against surrender by Antfin at the Companys principal office of the certificate, or affidavit of lost certificate, representing such share.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (b) Insufficient Funds. If the Companys assets or funds which are legally available on the date that any redemption payment under this Section 5 of Schedule A is due are insufficient to pay in full all redemption payments to be paid at the 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 D Preferred Shares that have exercised their redemption rights under this Section 5 of Schedule A, ratably in proportion to the aggregate Redemption Price each such holder of Series D Preferred Shares is otherwise entitled to receive, and on a pari passu basis amongst the holders of Series D Preferred Shares, (ii) following the payment in full of the Redemption Price to the holders of Series D Preferred Shares, to the holders of Series C-2 Preferred Shares that have exercised their redemption rights under this Section 5 of Schedule A, ratably in proportion to the aggregate Redemption Price each such holder of Series C-2 Preferred Shares is otherwise entitled to receive, and on a pari passu basis amongst the holders of Series C-2 Preferred Shares, (iii) following the payment in full of the Redemption Price to the holders of Series C-2 Preferred Shares, to the holders of Series B-2 Preferred Shares that have exercised their redemption rights under this Section 5 of Schedule A, ratably in proportion to the aggregate Redemption Price each such holder of Series B-2 Preferred Shares is otherwise entitled to receive, and on a pari passu basis amongst the holders of Series B-2 Preferred Shares, (iii) following the payment in full of the Redemption Price to the holders of Series B-2 Preferred Shares, to the holders of Series B-1 Preferred Shares that have exercised their redemption rights under this Section 5 of Schedule A, ratably in proportion to the aggregate Redemption Price each such holder of Series B-1 Preferred Shares is otherwise entitled to receive, and on a pari passu basis amongst the holders of Series B-1 Preferred Shares, and (iv) following the payment in full of the Redemption Price to the holders of Series B-1 Preferred Shares, to the holders of Series A-2 Preferred Shares, Series A-2-I Preferred Shares and Series A-3 Preferred Shares and the holder of Series C-1 Preferred Shares that have exercised their redemption rights under this Section 5 of Schedule A, ratably in proportion to the aggregate Redemption Price each such holder of Series A Preferred Shares or Series C-1 Preferred Share is otherwise entitled to receive, and on a pari passu basis amongst the holders of Series A Preferred Shares and holder of Series C-1 Preferred Shares. Any Redeeming Preferred Share not redeemed in accordance with this Section 5 of Schedule A shall be carried forward and redeemed as soon as the Company has legally available funds to do so in accordance with the priority set forth hereunder and all assets or funds of the Company that become legally available for the redemption of shares shall immediately be used to 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 the Company to satisfy its obligations under this Section 5 of Schedule A. Without limiting any rights of the holders of Redeeming Preferred Shares which are set forth in these Articles, or are otherwise available under Law, the balance of any shares unredeemed and subject to redemption hereunder with respect to which the Company has become obligated to 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 accrue dividends) which such shares had prior to such date, until the redemption payment has been paid in full with respect to such shares, whereupon such shares will be redeemed. If the Company does not have sufficient cash to legally redeem all of the Redeeming Preferred Shares, any holder of the Redeeming Preferred Shares shall be entitled to request the Company, and the Company upon receipt of such request shall immediately, redeem such shares and in exchange issue to such holder a one (1) year promissory note with the principal amount of an amount equivalent to the unpaid redemption payment and the interest of 15% per year for such equivalent amount until the date of receipt of an amount equivalent to the full Redemption Price by such holder.

(a) Consent of Majority Preferred Shareholders. In addition to any other vote or consent required elsewhere in these Articles, the Shareholders Agreement or other Transaction Documents (as defined in the Series D Securities Subscription Agreement) or by any applicable statute, the Company shall not, either directly or indirectly, by amendment, waiver, merger, consolidation, scheme of arrangement, amalgamation or otherwise (or permit any Group Company to), take, permit to occur, approve, authorize or agree or commit to do any of the following actions (whether in a single transaction or a series 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 6(a)(xiv) of Schedule A, include the prior approval or consent of the Majority Series D Shareholders). Where a general meeting of Members is convened 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 the consent of the Majority Preferred Shareholders is not obtained, such holders of the Preferred Shares (or their respective Conversion Shares, if applicable) (as adjusted for any share splits, share dividends recapitalizations or the like) who vote against the resolution shall have such number of votes equal to the votes of all Shareholders who vote for the resolution plus one (1):

(i) adoption, amendment or termination of, or any increase in the share reserve under, the Option Plan or any other 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 any Group 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 any Group 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 any Group Company or in excess of US$5,000,000 within a Month in any single transaction or a series of transactions;

(v) except to the extent as approved in the Annual Plan of the Group Companies or any Group Company, to the extent 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 Companys assets (excluding any intellectual property owned by any Group Company) or its Subsidiaries in excess of US$5,000,000 in a single transaction 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 or US$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;

(vii) any amendment or change of the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of, any Preferred Shares;

(viii) any authorization, designation or issuance, whether by reclassification or otherwise, of any new class or series of shares or any other securities convertible into Equity Securities of the Company or its Subsidiaries ranking on a parity with or senior to the Preferred Shares or any increase in the authorized or designated number of any such new class or series;

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (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 or issuable under the Option Plan with the approval of the Board (including the approval of Majority Investor Directors);

(x) any purchase, repurchase, redemption or retirement of any Equity Securities, other than repurchases pursuant to 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 memorandum or articles or similar organizational documents or by-laws of any Group Company or any other constitutional documents;

(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 or involving any Group Company, including any Liquidation Event , joint venture or partnership arrangements or 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 any business undertaking of any Group Company;

(xiv) selecting the listing exchange or the underwriters for an IPO or approve the valuation, time, location, method and terms and conditions for the IPO of any of the Group Companies;

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (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 to bankruptcy, insolvency or reorganization or relief of debtors, or (z) the entry of an order for relief or the appointment 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 any amendment 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 respect to any of the actions listed above.

(b) Majority Investor Directors Consent. In addition to any other vote or consent required elsewhere in these Articles, the Shareholders Agreement or other Transaction Documents or by any applicable statute, the Company shall not, either directly or indirectly, by amendment, waiver, merger, consolidation, scheme of arrangement, amalgamation or otherwise (or permit any Group Company to), take, permit to occur, approve, authorize or agree or commit to do any of the following actions (whether in a single transaction or a series of related transactions) without the prior affirmative approval or consent of a simple majority of the Board (including the affirmative approval or consent of Majority Investor Directors):

(i) approval of, or any deviation or amendment of, the annual budget (including balance sheet, statement of cash flow and income statement), business plan, operation plan (including any capital expenditure budget, operating budget and financing plan and contingencies) and compensation plan (collectively, the Annual Plan), which shall 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 a Month in any single transaction or series of transactions, or any aggregate expenditure in excess of RMB 5,000,000 in any single transaction or series of transactions;

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (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 or determination 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 of the dividend policy;

(vi) establishment of any company which engages in business activities similar to or related to the business of the Group 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 Companys Option Plan or any other equity incentive plan, purchase or participation plan for the benefit of employees, officers, directors, contractors, advisors or consultants of the Group Companies;

(ix) the purchase by the Company of any securities, or any assets of any other company or person which is outside 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 Group Company 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 RMB200,000 at any time in a single translation 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 of RMB10,000,000;

(xiii) purchase of any real property by any Group Company, or lease of any real property of any Group Company in excess of RMB2,000,000 at any time in a single translation or in excess of RMB5,000,000 at any time in a series of transactions; or

(xiv) any action by a Group Company to authorize, approve or enter into any agreement or obligation with respect to any of the actions listed above.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (c) Majority Key Holders Consent. In addition to any other vote or consent required elsewhere in these Articles, the Shareholders Agreement or other Transaction Documents or by any applicable statute, the Company shall not, either directly or indirectly, by amendment, waiver, merger, consolidation, scheme of arrangement, amalgamation or otherwise (or permit any Group Company to), take, permit to occur, approve, authorize or agree or commit to do any of the following actions (whether in a single transaction or a series of related transactions) without the prior affirmative 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 to bankruptcy, insolvency or reorganization or relief of debtors, or (z) the entry of an order for relief or the appointment 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 officer or 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 Shareholders Agreement or other Transaction Documents or by any applicable statute, the Company shall not, either directly or indirectly, by amendment, waiver, merger, consolidation, scheme of arrangement, amalgamation or otherwise (or permit any Group Company to), take, permit to occur, approve, authorize or agree or commit to do any of the following actions (whether in a single transaction 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 or amendment 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 arrangements with 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 the Board and with the consent required pursuant to Section 6 of Schedule A.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (b) All Directors shall be elected by a majority vote of outstanding Ordinary Shares and Preferred Shares (voting together and 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 with Kaiwu 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.

(d) Each Member agrees to vote all of its Shares from time to time and at all times, in whatever manner shall be necessary to ensure that the size of the Board shall be set at nine (9) Directors. It is further agreed that the board of directors of any other Group Company and other Subsidiaries of the Company (including in the event that the Company shall form or acquire any new Subsidiaries) shall have the same board composition with the Company as determined in accordance with Section 7(b) of Schedule A, and the Company and the Founders shall procure that such nominee(s) are appointed to the relevant board of directors of such other Group Company or Subsidiary. For the avoidance of doubt, each Investor Director shall have the right, but not the obligation, to serve as a member of any committee of the Board that may be established from time to time.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (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 as shall be necessary to ensure that (i) no Director elected pursuant to Section 7(b) of Schedule A may be removed from office unless such removal is directed or approved by the person(s) or entity(ies) entitled under Section 7(b) of Schedule A to appoint that Director; and (ii) any vacancies created by the resignation, removal or death of a Director elected pursuant to Section 7(b) of Schedule A shall be filled pursuant to the provisions of Section 7(b) of Schedule A. All Members agree to execute any written consents required to effectuate the obligations of these Articles, and the Company agrees at the request of any Member entitled to appoint Directors to call a special meeting of Shareholders for the purpose of electing Directors.

8. Termination.

The provisions provided in this Schedule A shall terminate upon the consummation of a Qualified IPO.

THE COMPANIES LAW (2018 REVISION)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

ELEVENTH AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

PHOENIX TREE HOLDINGS LIMITED

(adopted by a Special Resolution passed on October 28 2019 and effective immediately prior to the completion of the initial public offering of the Companys 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, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, or at such other location within the Cayman Islands as the Directors may from 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 carry out 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 any question 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 of the Company carried on outside the Cayman Islands; provided that nothing in this section shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary 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) 49,754,000,000 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. Subject to the Companies Law and the Articles, the Company shall have power to redeem or purchase any of its Shares and to increase or reduce its authorised share capital and to sub-divide or consolidate the said Shares or any of them and 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 so that 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 of continuation 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 Articles of Association of the Company.

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

ELEVENTH AMENDED AND RESTATED

ARTICLES OF ASSOCIATION

PHOENIX TREE HOLDINGS LIMITED

TABLE A

The regulations contained or incorporated in Table A in the First Schedule of the Companies Law shall not apply to the Company and the 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 or context:

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 more intermediaries, controls, is controlled by, or is under common control with, such Person, and (i) in the case of a natural person, shall include, without limitation, such persons spouse, parents, children, siblings, mother-in-law, father-in-law, brothers-in-law and sisters-in-law, a trust for the benefit of any of the foregoing, and a corporation, partnership or any other entity wholly or jointly owned by any of the foregoing, and (ii) in the case of an entity, shall include a partnership, a corporation or any other entity or any natural person which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. The term control shall mean the ownership, directly or indirectly, of shares possessing more than fifty per cent (50%) of the voting power of the corporation, partnership or other entity (other than, in the case of a corporation, securities having such power only by reason of the happening of a contingency), or having the power to control the management or elect a majority of members to the board of directors or equivalent decision-making body of such corporation, partnership or other entity;

Articles means these articles of association of the Company, as amended or substituted from time to time;

Board and Board of means the directors of the Company for the time being, or as the case may be, the directors Directors and Directors assembled as a board or as a committee thereof;

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 as a 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 as a 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 federal agency 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 or re-enactment thereof;

Companys Website means the main corporate/investor relations website of the Company, the address or domain name of which has been disclosed in any registration statement filed by the Company with the Commission in connection with its initial public offering of ADSs, or which has otherwise been notified to Shareholders;

Designated Stock means the stock exchange in the United States on which any Shares and ADSs are listed for trading; Exchange

Designated Stock means the relevant code, rules and regulations, as amended, from time to time, applicable as a result Exchange Rules of 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 or substituted therefor;

electronic means electronic posting to the Companys Website, transmission to any number, address or internet communication website or other electronic delivery methods as otherwise decided and approved by not less than a majority of the vote of the Board;

Electronic Transactions means the Electronic Transactions Law (2003 Revision) of the Cayman Islands and any statutory Law amendment 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 or substituted therefor;

Memorandum of means the memorandum of association of the Company, as amended or substituted from time to Association time;

Ordinary Resolution means a resolution:

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (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 their duly authorised representatives, at a general meeting of the Company held in accordance with these Articles and where a poll is taken regard shall be had in computing a majority to the number 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 the Company in one or more instruments each signed by one or more of the Shareholders and the effective date of the resolution so adopted shall be the date on which the instrument, or the last of such instruments, if more than one, is executed;

paid up means paid up as to the par value in respect of the issue of any Shares and includes credited as paid up;

Person means any natural person, firm, company, joint venture, partnership, corporation, association or other entity (whether or not having a separate legal personality) or any of them as the context so requires;

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 the Company;

Securities Act means the Securities Act of 1933 of the United States of America, as amended, or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time;

Share means a share in the capital of the Company. All references to Shares herein shall be deemed to be Shares of any or all Classes as the context may require. For the avoidance of doubt in these Articles the expression Share shall include a fraction of a Share;

Shareholder or means a Person who is registered as the holder of one or more Shares in the Register; Member

Share Premium Account means the share premium account established in accordance with these Articles and the Companies Law;

signed means bearing a signature or representation of a signature affixed by mechanical means or an electronic symbol or process attached to or logically associated with an electronic communication and 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 a resolution:

(a) passed by not less than two-thirds 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 their duly authorised representatives, at a general meeting of the Company of which notice specifying the intention to propose the resolution as a special resolution has been duly given and where a poll is taken regard shall be had in computing a majority to the number 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 the Company in one or more instruments each signed by one or more of the Shareholders and the effective date of the special resolution so adopted shall be the date on which the instrument or the last of such instruments, if more than one, is executed;

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Treasury Share means a Share held in the name of the Company as a treasury share in accordance with the Companies Law; and

United States means the United States of America, its territories, its possessions and all areas subject to its jurisdiction.

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 may require;

(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 of America;

(e) reference to a statutory enactment shall include reference to any amendment or re-enactment thereof for the time being in force;

(f) reference to any determination by the Directors shall be construed as a determination by the Directors in their sole and absolute 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, including any form of print, lithograph, email, facsimile, photograph or telex or represented by any other substitute or format for storage 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 electronic communication;

(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 subject or context, bear the same meaning in these Articles.

PRELIMINARY

4. The business of the Company may be conducted as the Directors see fit.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 5. The Registered Office shall be at such address in the Cayman Islands as the Directors may from time to time determine. The Company may in addition establish and maintain such other offices and places of business and agencies in such places as the Directors 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 Shares shall be paid by the Company. Such expenses may be amortised over such period as the Directors may determine and the amount 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.

8. Subject to these Articles, all Shares for the time being unissued shall be under the control of the Directors who may, in their absolute 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 such restrictions 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 or appropriate and determine the designations, powers, preferences, privileges and other rights attaching to such Shares or securities, including dividend rights, voting rights, conversion rights, terms of redemption and liquidation preferences, any or all of which may be greater than the powers, preferences, privileges and rights associated with the then issued and outstanding Shares, at such times and on such other terms as they think proper; and

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, without limitation, voting, dividend and redemption rights), restrictions, preferences, privileges and payment obligations as between the different Classes (if any) may be fixed and determined by the Directors or by an Ordinary Resolution. The Directors may issue Shares with such preferred or other rights, all or any of which may be greater than the rights of Ordinary Shares, at such time and on such terms as they may think appropriate. Notwithstanding Article 17, the Directors may issue from time to time, out of the authorised share capital of the Company (other than the authorised but unissued Ordinary Shares), series of preferred shares in their absolute discretion and without approval of the Members; provided, however, before any preferred shares of any such 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 price thereof 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 what dates, the conditions and dates upon which such dividends shall be payable, and the preference or relation which such dividends 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, prices and other conditions of such redemption;

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (e) whether the preferred shares of such series shall have any rights to receive any part of the assets available for distribution amongst the Members upon the liquidation of the Company, and, if so, the terms of such liquidation preference, and the relation which such liquidation preference shall bear to the entitlements of the holders of shares of any 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 redemption of the preferred shares of such series for retirement or other corporate purposes and the terms and provisions relative to the operation thereof;

(g) whether the preferred shares of such series shall be convertible into, or exchangeable for, shares of any other class or any other series of preferred shares or any other securities and, if so, the price or prices or the rate or rates of conversion or exchange and the method, if any, of adjusting the same, and any other terms and conditions of conversion or exchange;

(h) the limitations and restrictions, if any, to be effective while any preferred shares of such series are outstanding upon the payment of dividends or the making of other distributions on, and upon the purchase, redemption or other acquisition by the Company of, the existing shares or shares of any other class of shares or any other series of preferred shares;

(i) the conditions or restrictions, if any, upon the creation of indebtedness of the Company or upon the issue of any additional shares, including additional shares of such series or of any other class of shares or any other series of preferred 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 Company shall 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 or agreeing to subscribe whether absolutely or conditionally for any Shares. Such commissions may be satisfied by the payment of cash or the lodgement of fully or partly paid-up Shares or partly in one way and partly in the other. The Company may also pay 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 any reason 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 resolutions submitted to a vote by the Members. Each Class A Ordinary Share shall entitle the holder thereof to one (1) vote on all matters subject 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 the Company that such holder elects to convert a specified number of Class B Ordinary Shares into Class A Ordinary Shares. In no event 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 means of the re-designation of each relevant Class B Ordinary Share as a Class A Ordinary Share. Such conversion shall become effective forthwith upon entries being made in the Register to record the re-designation of the relevant Class B Ordinary Shares as Class A Ordinary Shares.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 15. Upon any sale, transfer, assignment or disposition of any Class B Ordinary Share by a Shareholder to any Person who is not an Affiliate of such Shareholder, or upon a change of ultimate beneficial ownership of any Class B Ordinary Share to any Person who is not an Affiliate of the registered shareholder of such Class B Ordinary Share, such Class B Ordinary Share shall be automatically and immediately converted into the same number of Class A Ordinary Share. For the avoidance of doubt, (i) a sale, transfer, assignment or disposition shall be effective upon the Companys registration of such sale, transfer, assignment or disposition in its Register; and (ii) the creation of any pledge, charge, encumbrance or other third party right of whatever description on any Class B Ordinary Shares to secure a holders 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 enforced and results in the third party who is not an Affiliate of the registered shareholder of such Class B Ordinary Share holding legal title to the relevant Class B Ordinary Shares, in which case all the related Class B Ordinary Shares shall be automatically converted into the same number of Class A Ordinary Shares. For purpose of this Article 15, beneficial ownership shall have the meaning 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 Shares and the Class B Ordinary Shares shall rank pari passu with one another and shall have the same rights, preferences, privileges and 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 any rights or restrictions for the time being attached to any Class, only be materially adversely varied with the consent in writing of the holders of two-thirds of the issued Shares of that Class or with the sanction of a Special Resolution passed at a separate meeting of the holders of the Shares of that Class. To every such separate meeting all the provisions of these Articles relating to general meetings of the Company or to the proceedings thereat shall, mutatis mutandis, apply, except that the necessary quorum shall be one or more Persons holding or representing by proxy at least one-third in nominal or par value amount of the issued Shares of the relevant Class (but so that if at any adjourned meeting of such holders a quorum as above defined is not present, those Shareholders who are present shall form a quorum) and that, subject to any rights or restrictions for the time being attached to the Shares of that Class, every Shareholder of the Class shall on a poll have one vote for each Share of the Class held by him. For the purposes of this Article the Directors may treat all the Classes or any two or more Classes as forming one Class if they consider that all such Classes would be affected in the same way by the proposals under consideration, 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 any rights 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 or purchase of any Shares of any Class by the Company. The rights of the holders of Shares shall not be deemed to be materially adversely varied by the creation or issue of Shares with preferred or other rights including, without limitation, the creation of Shares 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 a certificate within two calendar months after allotment or lodgement of transfer (or within such other period as the conditions of issue shall provide) in the form determined by the Directors. All certificates shall specify the Share or Shares held by that Person, provided that in respect of a Share or Shares held jointly by several Persons the Company shall not be bound to issue more than one certificate, and delivery of a certificate for a Share to one of several joint holders shall be sufficient delivery to all. All certificates for Shares shall be delivered personally or sent through the post addressed to the Member entitled thereto at the Members 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.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 21. Any two or more certificates representing Shares of any one Class held by any Member may at the Members request be cancelled 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 certificate representing 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 the payment 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 so made 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 the corresponding 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 the foregoing, voting and participation rights) and other attributes of a whole Share. If more than one fraction of a Share of the same 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 presently payable or not) payable at a fixed time or called in respect of that Share. The Company also has a first and paramount lien on every Share registered in the name of a Person indebted or under liability to the Company (whether he 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 the Company (whether or not presently payable). The Directors may at any time declare a Share to be wholly or in part exempt from the provisions of this Article. The Companys lien on a Share extends to any amount payable in respect of it, including but not limited to dividends.

26. The Company may sell, in such manner as the Directors in their absolute discretion think fit, any Share on which the Company has a lien, but no sale shall be made unless an amount in respect of which the lien exists is presently payable nor until the expiration of fourteen calendar days after a notice in writing, demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the Share, or the Persons 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. The purchaser shall be registered as the holder of the Shares comprised in any such transfer and he shall not be bound to see to the application of the purchase money, nor shall his title to the Shares be affected by any irregularity or invalidity in the proceedings 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 the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable, and the residue shall (subject to a like lien for sums not presently payable as existed upon the Shares prior to the sale) be paid to the Person 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 any moneys unpaid on their Shares, and each Shareholder shall (subject to receiving at least fourteen calendar days notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on such Shares. A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call was passed.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 the sum is due shall pay interest upon the sum at the rate of eight percent per annum from the day appointed for the payment thereof to the time of the actual payment, but the Directors shall be at liberty to waive payment of that interest wholly or in part.

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 the amount 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 the Shareholders, 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 moneys uncalled and unpaid upon any partly paid Shares held by him, and upon all or any of the moneys so advanced may (until the same would, but for such advance, become presently payable) pay interest at such rate (not exceeding without the sanction of an Ordinary Resolution, eight percent per annum) as may be agreed upon between the Shareholder paying the sum in advance and the Directors. No such sum paid in advance of calls shall entitle the Member paying such sum to any portion of a dividend declared in respect of any period prior to the date upon which such sum would, but for such payment, become presently payable.

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 notice on 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 or before which the payment required by the notice is to be made, and shall state that in the event of non-payment at or before the time 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 been given may at any time thereafter, before the payment required by notice has been made, be forfeited by a resolution of the Directors 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 any time 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 the Company in respect of the Shares forfeited, but his liability shall cease if and when the Company receives payment in full of the 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 shall be 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 the provisions of these Articles as to forfeiture and may execute a transfer of the Share in favour of the Person to whom the Share is sold or disposed of and that Person shall be registered as the holder of the Share and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the Shares be affected by any irregularity or invalidity in the proceedings in reference to the disposition or sale.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 issue of a Share becomes due and payable, whether on account of the amount of the Share, or by way of premium, as if the same had been 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 the Directors may, in their absolute discretion, approve and be executed by or on behalf of the transferor and if in respect of a nil or partly paid up Share, or if so required by the Directors, shall also be executed on behalf of the transferee and shall be accompanied by the certificate (if any) of the Shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer. The transferor shall be deemed to remain a Shareholder 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 or on 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 to which it relates and such other evidence as the Board may reasonably require to show the right of the transferor 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 transferred does not exceed four; and

(v) a fee of such maximum sum as the Designated Stock Exchange may determine to be payable, or such lesser sum 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 the Register closed at such times and for such periods as the Directors may, in their absolute discretion, from time to time determine, provided always that such registration of transfer shall not be suspended nor the Register closed for more than thirty calendar 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 of any Shares, they shall within three calendar months after the date on which the transfer was lodged with the Company send notice 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 as having any title to the Share. In the case of a Share registered in the name of two or more holders, the survivors or survivor, or the legal personal representatives of the deceased survivor, shall be the only Person recognised by the Company as having any title to the Share.

48. Any Person becoming entitled to a Share in consequence of the death or bankruptcy of a Shareholder shall, upon such evidence being produced as may from time to time be required by the Directors, have the right either to be registered as a Shareholder in respect of the Share or, instead of being registered himself, to make such transfer of the Share as the deceased or bankrupt Person could have made; but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the Share by the deceased or bankrupt Person before the death or bankruptcy.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 49. A Person becoming entitled to a Share by reason of the death or bankruptcy of a Shareholder shall be entitled to the same dividends 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 by membership in relation to meetings of the Company, provided however, that the Directors may at any time give notice requiring any such Person to elect either to be registered himself or to transfer the Share, and if the notice is not complied with within ninety calendar days, the Directors may thereafter withhold payment of all dividends, bonuses or other monies payable in 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 Shares of 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, provided that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced Share shall 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 any Person 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 authorised by 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. The redemption of Shares shall be effected in such manner and upon such terms as may be determined, before the issue of such 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 been approved 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 the Companies Law, including out of capital.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 55. The purchase of any Share shall not oblige the Company to purchase any other Share other than as may be required pursuant to applicable 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 for cancellation and thereupon the Company shall pay to him the purchase or redemption monies or consideration in respect thereof.

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 a Treasury 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 general meeting and shall specify the meeting as such in the notices calling it. The annual general meeting shall be held at such 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 a Shareholders 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 which carry in aggregate not less than one-third (1/3) of all votes attaching to all issued and outstanding Shares of the Company 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 the Registered 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 to convene a general meeting to be held within a further twenty-one calendar days, the requisitionists, or any of them representing 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 the said twenty-one calendar days.

(e) A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly as possible 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 on which 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 of the meeting and the general nature of the business and shall be given in the manner hereinafter mentioned or in such other manner if any as may be prescribed by the Company, provided that a general meeting of the Company shall, whether or not the notice specified in this Article has been given and whether or not the provisions of these Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed:

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (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 and vote at the meeting, present in person or by proxy or, in the case of a corporation or other non-natural person, by its duly 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 not invalidate 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 a quorum of Shareholders is present at the time when the meeting proceeds to business. One or more Shareholders holding Shares which carry in aggregate (or representing by proxy) not less than a majority of all votes attaching to all Shares in issue and entitled to vote at such general meeting, present in person or by proxy or, if a corporation or other non-natural person, by its 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 by way of which all Persons participating in such meeting can communicate with each other and such participation shall be deemed 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 after the time appointed for holding the meeting or is unwilling to act as chairman of the meeting, any Director or Person nominated by 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 the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting, or adjourned meeting, is adjourned for fourteen calendar days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to 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 general meetings requisitioned by the Shareholders in accordance with these Articles, for any reason or for no reason, upon notice in writing to Shareholders. A postponement may be for a stated period of any length or indefinitely as the Directors may determine.

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 (before or on the declaration of the result of the show of hands) demanded by the chairman of the meeting or any Shareholder present in person or by proxy, and unless a poll is so demanded, a declaration by the chairman of the meeting that a resolution has, on a show of hands, been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book of the proceedings of the Company, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 poll shall 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 by these Articles or by the Companies Law. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall be entitled to a second or 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 poll demanded 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 in person or by proxy (or, if a corporation or other non-natural person, by its duly authorised representative or proxy) shall, at a general meeting of the Company, each have one vote and on a poll every Shareholder present in person or by proxy (or, if a corporation or other non-natural person, by its duly authorised representative or proxy) shall have one (1) vote for each Class A Ordinary 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 other non-natural person, by its duly authorised representative or proxy) shall be accepted to the exclusion of the votes of the other joint 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 made by any court having jurisdiction in lunacy, may be voted, whether on a show of hands or on a poll, by his committee, or other Person in the nature of a committee appointed by that court, and any such committee or other Person may vote in respect of such 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 presently payable 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 only appoint one proxy on a show of hand. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under Seal or under the hand of an officer or 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 that purpose 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 the instrument 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 been demanded 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 the meeting at which the poll was demanded to the chairman or to the secretary or to any director; provided that the Directors may in the notice convening the meeting, or in an instrument of proxy sent out by the Company, direct that the instrument appointing a proxy may be deposited at such other time (no later than the time for holding the meeting or adjourned meeting) at the Registered Office or at such other place as is specified for that purpose in the notice convening the meeting, or in any instrument of proxy sent out by the Company. The Chairman may in any event at his

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document discretion direct that an instrument of proxy shall be deemed to have been duly deposited. An instrument of proxy that is not deposited in the manner permitted shall be invalid.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 at general meetings of the Company (or being corporations by their duly authorised representatives) shall be as valid and effective as 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 such Person 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 of the Directors or of a committee of Directors, and the Person so authorised shall be entitled to exercise the same powers on behalf 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, by resolution of its directors or other governing body or by power of attorney, authorise such Person(s) as it thinks fit to act as its representative(s) at any general meeting of the Company or of any Class of Shareholders provided that, if more than one Person is so authorised, the authorisation shall specify the number and Class of Shares in respect of which each such Person is so authorised. A Person so authorised pursuant to this Article shall be entitled to exercise the same powers on behalf of the recognised clearing house (or its nominee(s)) or depositary (or its nominee(s)) which he represents as that recognised clearing house (or its nominee(s)) or depositary (or its nominee(s)) could exercise if it were an individual Member holding the number and 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 for which the Chairman will hold office will also be determined by a majority of all of the Directors then in office. The Chairman shall preside as chairman at every meeting of the Board of Directors. To the extent the Chairman is not present at a meeting of the Board of Directors within fifteen minutes after the time appointed for holding the same, the attending 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 appoint any Person to be a Director.

(d) For so long as YIHAN HOLDINGS LIMITED and its Affiliates collectively hold no less than 50% of the voting power of the Company, Jing Gao shall be entitled to nominate or propose the removal and replacement of a majority of the Directors by delivering a written notice to the Company, and the Directors shall procure to pass the relevant resolution in accordance with these Articles to give effect to such appointment, removal or replacement.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (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 a Director 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 has sooner vacated office) at the next or a subsequent annual general meeting or upon any specified event or after any specified period in a written agreement between the Company and the Director, if any; but no such term shall be implied 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 received from Jing Gao under Article 88(d) or for a Director not nominated by Jing Gao, be removed from office by the affirmative vote of a simple majority of the Directors present and voting at a Board meeting, notwithstanding anything in these Articles or in any agreement between the Company and such Director (but without prejudice to any claim for damages under such agreement). A vacancy on the Board created by the removal of a Director under the previous sentence may be filled by Ordinary Resolution or by the affirmative vote of a simple majority of the remaining Directors present and voting at a Board meeting. The notice of any meeting at which a resolution to remove a Director shall be proposed or voted upon must contain a statement 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 his removal.

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 various corporate governance related matters of the Company as the Board shall determine by resolution of Directors from time to time.

91. A Director shall not be required to hold any Shares in the Company by way of qualification. A Director who is not a Member of 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 the Company, or otherwise in connection with the business of the Company, or to receive such fixed allowance in respect thereof as 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 of appointment, such alternate shall have authority to sign written resolutions on behalf of the appointing Director, but shall not be required to sign such written resolutions where they have been signed by the appointing director, and to act in such Directors place at any meeting of the Directors at which the appointing Director is unable to be present. Every such alternate shall be entitled to attend and vote at meetings of the Directors as a Director when the Director appointing him is not personally present and where he is a Director to have a separate vote on behalf of the Director he is representing in addition to his own vote. A Director may at any time in writing revoke the appointment of an alternate appointed by him. Such alternate shall be deemed for all purposes to be a Director and shall not be deemed to be the agent of the Director appointing him. The remuneration of such alternate shall be payable out of the remuneration of the Director appointing him and the proportion thereof shall be agreed 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 his behalf, in accordance with instructions given by that Director, or in the absence of such instructions at the discretion of the proxy, at a meeting or meetings of the Directors which that Director is unable to attend personally. The instrument appointing the proxy shall be in writing under the hand of the appointing Director and shall be in any usual or common form or such other form as the Directors may approve, and must be lodged with the chairman of the meeting of the Directors at which such proxy is to be used, or first used, prior to the commencement of the meeting.

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 Company shall be managed by the Directors, who may pay all expenses incurred in setting up and registering the Company and may exercise all powers of the Company. No resolution passed by the Company in general meeting shall invalidate any prior act of the 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 a Director 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 vice presidents, treasurer, assistant treasurer, manager or controller, and for such term and at such remuneration (whether by way of salary or commission or participation in profits or partly in one way and partly in another), and with such powers and duties as the 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 such appointment shall ipso facto terminate if any managing director ceases for any cause to be a Director, or if the Company by Ordinary 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 assistant Secretaries) who shall hold office for such term, at such remuneration and upon such conditions and with such powers as they think fit. Any Secretary or assistant Secretary so appointed by the Directors may be removed by the Directors or by the Company by Ordinary Resolution.

99. The Directors may delegate any of their powers to committees consisting of such member or members of their body 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 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 otherwise appoint any company, firm or Person or body of Persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys or authorised signatory (any such Person being an Attorney or Authorised Signatory, respectively) of the Company for such purposes and with such powers, authorities and discretion (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such power of attorney or other appointment may contain such provisions for the protection and convenience of Persons dealing with any such Attorney or Authorised Signatory as the Directors may think fit, and may also authorise any such Attorney or Authorised 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 shall think fit and the provisions contained in the three next following Articles shall not limit the general powers conferred by this Article.

102. The Directors from time to time and at any time may establish any committees, local boards or agencies for managing any of the affairs of the Company and may appoint any natural person or corporation to be a member of such committees or local boards and may appoint any managers or agents of the Company and may fix the remuneration of any such natural person or corporation.

103. The Directors from time to time and at any time may delegate to any such committee, local board, manager or agent any of the powers, authorities and discretions for the time being vested in the Directors and may authorise the members for the time being of any such local board, or any of them to fill any vacancies therein and to act notwithstanding vacancies and any such appointment or delegation may be made on such terms and subject to such conditions as the Directors may think fit and the Directors 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.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 104. Any such delegates as aforesaid may be authorised by the Directors to sub-delegate all or any of the powers, authorities, and discretion 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 and to mortgage or charge its undertaking, property and assets (present and future) and uncalled capital or any part thereof, to issue debentures, debenture stock, bonds and other securities, whether outright or as collateral security for any debt, liability or obligation 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 that such authority may be given prior to or after the affixing of the Seal and if given after may be in general form confirming a number 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 shall sign 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 facsimile Seal shall not be affixed to any instrument except by the authority of a resolution of the Directors provided always that such authority may be given prior to or after the affixing of such facsimile Seal and if given after may be in general form confirming a number of affixing of such facsimile Seal. The facsimile Seal shall be affixed in the presence of such Person or Persons as the Directors shall for this purpose appoint and such Person or Persons as aforesaid shall sign every instrument to which the facsimile Seal is so affixed in their presence and such affixing of the facsimile Seal and signing as aforesaid shall have the same meaning and effect as if the Seal had been affixed in the presence of and the instrument signed by 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.

108. Notwithstanding the foregoing, a Secretary or any assistant Secretary shall have the authority to affix the Seal, or the facsimile Seal, to any instrument for the purposes of attesting authenticity of the matter contained therein but which does not create any obligation 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;

(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 meetings and the Board resolves that his office be vacated; or

(f) is removed from office pursuant to any other provision of these Articles.

110. The Directors may meet together (either within or outside the Cayman Islands) for the despatch of business, adjourn, and otherwise regulate their meetings and proceedings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. At any meeting of the Directors, each Director present in person or represented by his proxy or alternate shall 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 such Director is a member, by means of telephone or similar communication equipment by way of which all Persons participating in such meeting can communicate with each other and such participation shall be deemed to constitute presence in person at the meeting.

112. The quorum necessary for the transaction of the business of the Board may be fixed by the Directors, and unless so fixed, the quorum shall be a majority of Directors then in office and a majority of the Directors appointed by Jing Gao. A Director represented by proxy or by an alternate Director at any meeting shall be deemed to be present for the purposes of determining whether 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 or transaction with the Company shall declare the nature of his interest at a meeting of the Directors. A general notice given to the Directors by any Director to the effect that he is a member of any specified company or firm and is to be regarded as interested in any contract or transaction which may thereafter be made with that company or firm shall be deemed a sufficient declaration of interest in regard to any contract so made or transaction so consummated. Subject to the Designated Stock Exchange Rules and disqualification by the chairman of the relevant Board meeting, a Director may vote in respect of any contract or transaction or proposed contract or transaction notwithstanding that he may be interested therein and if he does so his vote shall be counted and he may be counted in the quorum at any meeting of the Directors at which any such contract or transaction or proposed 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 with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors may determine and no Director or intending Director shall be disqualified by his office from contracting with the Company either with regard to his tenure of any such other office or place of profit or as vendor, purchaser or otherwise, nor shall any such contract or arrangement entered into by or on behalf of the Company in which any Director is in any way interested be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relation thereby established. A Director, notwithstanding his interest, may be counted in the quorum present at any meeting of the Directors whereat he or any other Director is appointed to hold any such office or place of profit under the Company or whereat the terms 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 be entitled to remuneration for professional services as if he were not a Director; provided that nothing herein contained shall authorise 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

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 117. When the chairman of a meeting of the Directors signs the minutes of such meeting the same shall be deemed to have been duly held notwithstanding that all the Directors have not actually come together or that there may have been a technical defect in 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 a meeting of Directors or committee of Directors, as the case may be (an alternate Director, subject as provided otherwise in the terms of appointment of the alternate Director, being entitled to sign such a resolution on behalf of his appointer), shall be as valid and effectual as if it had been passed at a duly called and constituted meeting of Directors or committee of Directors, as the case may be. When signed a resolution may consist of several documents each signed by one or more of the Directors or his duly appointed alternate.

119. The continuing Directors may act notwithstanding any vacancy in their body but if and for so long as their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors, the continuing Directors may act for 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 its meetings. If no such chairman is elected, or if at any meeting the chairman is not present within fifteen minutes after the time appointed for holding the meeting, the committee members present may choose one of their number to be chairman of the meeting.

121. A committee appointed by the Directors may meet and adjourn as it thinks proper. Subject to any regulations imposed on it by the Directors, questions arising at any meeting shall be determined by a majority of votes of the committee members present and 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, shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director or Person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such Person had been duly appointed and 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 be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent from such action with the person acting as the chairman or secretary of the meeting before the adjournment thereof or shall forward such dissent by registered post to such person immediately after the adjournment of the meeting. 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 declare dividends (including interim dividends) and other distributions on Shares in issue and authorise payment of the same out of the funds 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 Companies Law and these Articles, the Company by Ordinary Resolution may declare dividends, but no dividend shall exceed the amount recommended by the Directors.

126. The Directors may, before recommending or declaring any dividend, set aside out of the funds legally available for distribution such sums as they think proper as a reserve or reserves which shall, in the absolute discretion of the Directors, be applicable for meeting contingencies or for equalising dividends or for any other purpose to which those funds may be properly applied, and pending such application may in the absolute discretion of the Directors, either be employed in the business of the Company or be invested in such investments (other than Shares of the Company) as the Directors may from time to time think fit.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 127. Any dividend payable in cash to the holder of Shares may be paid in any manner determined by the Directors. If paid by cheque it will be sent by mail addressed to the holder at his address in the Register, or addressed to such person and at such addresses as the holder may direct. Every such cheque or warrant shall, unless the holder or joint holders otherwise direct, be made 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 the Register in respect of such Shares, and shall be sent at his or their risk and payment of the cheque or warrant by the bank on which 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 may consist of the shares or securities of any other company) and may settle all questions concerning such distribution. Without limiting the generality of the foregoing, the Directors may fix the value of such specific assets, may determine that cash payment shall be made to some Shareholders in lieu of specific assets and may vest any such specific assets in trustees on such terms 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 paid according 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 may be declared and paid according to the par value of the Shares. No amount paid on a Share in advance of calls shall, while carrying 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 other moneys 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 by the 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 Companys affairs shall be kept in such manner as may be determined from time to time by 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 shall always 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 what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Shareholders not being Directors, and no Shareholder (not being a Director) shall have any right to inspect any account or book or document of the Company except as conferred by law or authorised by the Directors or by Ordinary Resolution.

136. The accounts relating to the Companys affairs shall be audited in such manner and with such financial year end as may be determined 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 the Directors 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 Company and shall be entitled to require from the Directors and officers of the Company such information and explanation as may be necessary 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 office at the next annual general meeting following their appointment, and at any time during their term of office, upon request of the Directors or any general meeting of the Members.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 140. The Directors in each calendar year shall prepare, or cause to be prepared, an annual return and declaration setting forth the particulars 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, capital redemption 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, or partly in one way and partly in the other, but the Share Premium Account, the capital redemption reserve and profits which are not available for distribution may, for the purposes of this Article, only be applied in paying up unissued Shares to be allotted to 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 in particular, without limitation, where Shares or debentures become distributable in fractions the Directors may deal with the fractions as they think fit;

(d) authorise a Person to enter (on behalf of all the Shareholders concerned) into an agreement with the Company providing for either:

(i) the allotment to the Shareholders respectively, credited as fully paid, of Shares or debentures to which they may be entitled on the capitalisation, or

(ii) the payment by the Company on behalf of the Shareholders (by the application of their respective proportions of the reserves resolved to be capitalised) of the amounts or part of the amounts remaining unpaid 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 of reserves (including the share premium account, capital redemption reserve and profit and loss account) or otherwise available for 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 any options or awards granted under any share incentive scheme or employee benefit scheme or other arrangement which relates 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 shares are to be allotted and issued by the Company in connection with the operation of any share incentive scheme or employee benefit scheme or other arrangement which relates to such persons that has been adopted or approved by the Directors or Members; or

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (c) any depositary of the Company for the purposes of the issue, allotment and delivery by the depositary of ADSs to employees (including Directors) or service providers of the Company or its Affiliates upon exercise or vesting of any options or awards granted under any share incentive scheme or employee benefit scheme or other arrangement which relates 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 of such 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 the nominal value of such Share and the redemption or purchase price provided always that at the discretion of the Directors such sum 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 Person entitled to give notice to any Shareholder or Director either personally, or by posting it by airmail or a recognised courier service in a prepaid letter addressed to such Shareholder or Director at his address as appearing in the Register or the Register of Directors of the Company, as the case may be, or by electronic mail to any electronic mail address such Shareholder may have specified in writing for the purpose of such service of notices, or by facsimile, to any facsimile number such Shareholder may have specified in writing for the purpose of such service of notices, or by placing it on the Companys Website should the Directors deem it appropriate. In the case of joint holders of a Share, all notices shall be given to that one of the joint holders whose name stands first in the Register in respect of the joint holding, and notice so given shall be sufficient notice to all the joint 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 to have 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 is posted;

(b) facsimile, shall be deemed to have been served upon production by the transmitting facsimile machine of a report confirming 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 the same 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 the electronic mail address supplied by the Shareholder to the Company or (ii) upon the time of its placement on the Companys Website.

In proving service by post or courier service it shall be sufficient to prove that the letter containing the notice or documents was properly addressed and duly posted or delivered to the courier service.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 149. Any notice or document delivered or sent by post to or left at the registered address of any Shareholder in accordance with the terms of these Articles shall notwithstanding that such Shareholder be then dead or bankrupt, and whether or not the Company has notice of his death or bankruptcy, be deemed to have been duly served in respect of any Share registered in the name of such Shareholder as sole or joint holder, unless his name shall at the time of the service of the notice or document have been removed from the Register as the holder of the Share, and such service shall for all purposes be deemed a sufficient service of such 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 for the 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 or bankruptcy 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 discovery of any information in respect of any detail of the Companys trading or any information which is or may be in the nature of a trade secret or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Board 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 entitled to release or disclose any information in its possession, custody or control regarding the Company or its affairs to any of its Members 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 these Articles), Secretary, assistant Secretary, or other officer for the time being and from time to time of the Company (but not including the Companys auditors) and the personal representatives of the same (each an Indemnified Person) shall be indemnified and secured harmless against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such Indemnified Person, other than by reason of such Indemnified Persons own dishonesty, wilful default or fraud, in or about the conduct of the Companys business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such Indemnified Person in defending (whether successfully or otherwise) any civil proceedings concerning the Company or its affairs in any court whether in the Cayman Islands 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

(d) for any loss incurred through any bank, broker or other similar Person; or

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (e) for any loss occasioned by any negligence, default, breach of duty, breach of trust, error of judgement or oversight on such Indemnified Persons part; or

(f) for any loss, damage or misfortune whatsoever which may happen in or arise from the execution or discharge of the duties, powers, authorities, or discretions of such Indemnified Persons office or in relation thereto;

unless the same shall happen through such Indemnified Persons 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 year and 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 required by 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 Law requires) any other right in respect of any Share except an absolute right to the entirety thereof in each Shareholder registered in 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 other sanction required by the Companies Law, divide amongst the Members in species or in kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may for that purpose value any assets and determine 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 as the liquidator, with the like sanction, shall think fit, but so that no Member shall be compelled to accept any asset upon which there is a liability.

158. If the Company shall be wound up, and the assets available for distribution amongst the Members shall be insufficient to repay the whole of the share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the par value of the Shares held by them. If in a winding up the assets available for distribution amongst the Members shall be more than sufficient to repay the whole of the share capital at the commencement of the winding up, the surplus shall be distributed amongst the Members in proportion to the par value of the Shares held by them at the commencement of the winding up subject to a deduction from those Shares in respect of which there are monies due, of all monies payable to the Company for unpaid calls or otherwise. This Article is without prejudice to the rights of the holders of Shares 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 these Articles 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 of Shareholders or any adjournment thereof, or those Shareholders that are entitled to receive payment of any dividend, or in order to make a determination as to who is a Shareholder for any other purpose, the Directors may provide that the Register shall 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 such determination of those Shareholders that are entitled to receive notice of, attend or vote at a meeting of the Shareholders and

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document for the purpose of determining those Shareholders that are entitled to receive payment of any dividend the Directors may, at or within ninety calendar days prior to the date of declaration of such dividend, fix a subsequent date as the record date for such determination.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 162. If the Register is not so closed and no record date is fixed for the determination of those Shareholders entitled to receive notice of, attend or vote at a meeting of Shareholders or those Shareholders that are entitled to receive payment of a dividend, the date on which notice of the meeting is posted or the date on which the resolution of the Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of Shareholders. When a determination of those Shareholders that are entitled to receive notice of, attend or vote at a meeting of Shareholders has been made as provided in this Article, 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 Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing. In furtherance of a resolution adopted pursuant to this Article, the Directors may cause an application to be made to the Registrar of Companies to deregister 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 way of 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 information regarding the affairs of the Company including without limitation information contained in the Register and books of the Company.

PHOENIX TREE HOLDINGS LIMITED

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, including 49,754,000,000 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 the Memorandum and Articles of Association thereof.

EXECUTED on behalf of the said Company on the day of 2019 by:

DIRECTOR

PHOENIX TREE HOLDINGS LIMITED

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 the Cayman 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-1 Investors, 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 Founder Holdcos);

(xii) the Persons listed on Schedule 2B attached to this Agreement (each a Founder and collectively the Founders, and together 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 Hong Kong Law (the HK Company);

(xiv) the Persons listed on Schedule 2C attached to this Agreement (each a Domestic Company and collectively, the Domestic Companies);

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (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 for Hangzhou 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 in Exhibit 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 Investor and certain other parties entered into a Seventh Amended and Restated Shareholders Agreement on October 18, 2019 (the Prior Agreement);

WHEREAS, the Company, the Key Holders, the PRC Companies, the HK Company, and Juneberry Investment Holdings Limited 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 Juneberry Investment Holdings Limited to invest funds in the Company pursuant to the Securities Subscription Agreement, and (ii) replace the Prior Agreement in its entirety, the Parties hereby agree that this Agreement shall govern certain shareholder rights and other matters as set 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.

The registrations rights of the Investors with respect to the Company and the rights and obligations of the Parties with respect to registration of the Companys Ordinary Shares are set forth in Exhibit B attached hereto. Such registration rights shall be transferable to any transferee, including without limitation any Affiliate, shareholder, member, or limited or general partner of the 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 chief financial 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) days after the end of such financial year of the Company, annual management and financial report, including but not limited to (i) an audited consolidated balance sheet as of the last day of such year; (ii) an audited consolidated income statement for such year; and (iii) an audited consolidated statement of cash flows for such year; such year-end financial statements to be in reasonable detail, prepared in accordance with PRC GAAP or other accounting principles as approved by the Board (including the consent of Majority Investor Directors) consistently applied and in each case setting forth in comparative form figures for the previous year 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 any event within seventy-five (75) days after the end of such financial years of the Company, annual management and financial report, including but not limited to (i) an audited consolidated balance sheet as of the last day of such year; (ii) an audited consolidated income statement for such year; and (iii) an audited consolidated statement of cash flows for such year; such year-end financial statements to be in reasonable detail, prepared in accordance with PRC GAAP or other accounting principles as approved by the Board (including the consent of Majority Investor Directors) consistently applied and in each case setting forth in comparative form figures for the previous year 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);

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (c) as soon as practicable, but in any event within twenty (20) days after the end of each quarter, quarterly management and financial report, including but not limited to (i) an unaudited consolidated balance sheet and balance sheet of each of the Company and its Subsidiaries as of the last day of such quarter; (ii) an unaudited consolidated income statement and income statement of each of the Company and its Subsidiaries for such quarter; and (iii) an unaudited consolidated statement of cash flows and statement of cash flow of each of the Company 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, monthly management and financial report, including but not limited to (i) an unaudited consolidated balance sheet and balance sheet of each of the Company and its Subsidiaries as of the last day of such month; (ii) an unaudited consolidated income statement and income statement of each of the Company and its Subsidiaries for such month; and (iii) an unaudited consolidated statement of cash flows and statement of cash flow of each of the Company 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 the next financial year to be submitted to the Board for approval (including the approval of Majority Investor Directors), including, revenues, expenses, cash position, balance sheets and sources and applications of funds statements (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 the Investors, an instrument executed by the chief executive officer of the Company and certifying that such financials were prepared in accordance with PRC GAAP or other accounting principles as approved by the Board (including the consent of Majority Investor Directors), consistently applied with prior practice for earlier 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). The management of the Company shall also provide an analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on the one hand and figures for the prior year and figures presented in the Annual Plan on the other hand, if requested by the Investors;

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (g) such other information (A) provided to any other Shareholder, or (B) as the Investors or any assignee of the Investors 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 the Company, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries; and

(i) notwithstanding anything else in this Section 3.1 to the contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date sixty (60) days prior to the Companys 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 required under the applicable Law of the jurisdiction in which the registration statement (or similar application for listing of the Ordinary Shares) is to be filed; provided that the Company is actively employing its reasonable best 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 other Group Company shall permit the Investors to visit and inspect the Company or any other Group Companys properties, to examine its books of account and records and to discuss the Company or any other Group Companys affairs, finances and accounts with its officers, all at such reasonable times as may be reasonably requested by the Investors.

3.3 Tax Matters.

(a) The Company will not take any action inconsistent with the treatment of the Company as a corporation for U.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.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (b) Upon request, the Company shall use reasonable efforts to assist each U.S. Holder in determining whether the Company is a passive foreign investment company (PFIC) as defined in Section 1297 of the Internal Revenue Code of 1986, as amended (the Code) for any taxable year (and, if the U.S. Holder reasonably believes that the Company was a PFIC for a taxable year, the status of each of the other Group Companies for such taxable year). For so long as a U.S. Holder holds 10% or more of the total voting power of the Companys shares (a 10% U.S. Holder) the Company shall, upon request, use reasonable efforts to assist each 10% U.S. Holder in determining whether the Company is a controlled foreign corporation (CFC) as defined in Section 957 of the Code for any taxable year. Following a determination by a U.S. Holder that it believes that the Company was a PFIC or a determination by a 10% U.S. Holder that it believes the Company was 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 and necessary to permit such U.S. Holder to accurately prepare its U.S. federal income tax returns and comply with U.S. federal income tax reporting requirements resulting from such determination.

(d) Any information obtained by a U.S. Holder under this Section 3.3 shall be kept confidential except to the extent 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 with respect thereto. The Parties hereby acknowledge and agree that with respect to the Investors, their cost basis with respect to the income or gain derived from the sale (whether through a transfer, redemption or otherwise) of any Share it holds shall be the full subscription price it paid for such Share, and the Company and the Key Holders shall use their reasonable best efforts to assist and coordinate with Investors and their tax 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 not represented in the Board, the Company shall invite a representative of Banyan Capital to attend all meetings of its Board and all subcommittees of the Board, in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to the directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (b) So long as Primavera holds not less than 10,000,000 Preferred Shares or Conversion Shares (subject to appropriate adjustments for any subsequent bonus issue, share split, consolidation, subdivision, reclassification, recapitalization or similar arrangement), but not represented in the Board, Primavera shall be entitled to appoint a representative of Primavera to attend all meetings of its Board and all subcommittees of the Board, in a nonvoting observer capacity and, in this respect, such observer shall be entitle to receive copies of all notices, minutes, consents, and other materials that the Company provides to its directors at the same time and in the same manner as provided to the directors; provided, however, that such representative shall keep any such information so provided confidential in accordance 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 further force 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 the Company pursuant to the terms of this Agreement, unless such confidential information (i) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.6(a) by the Investors), (ii) is or has been independently developed or conceived by the Investors or its Affiliates without use of the Companys confidential information or (iii) is or has been made known or disclosed to the Investors or its Affiliates by a third party without, to the knowledge of the relevant Investor, a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that the Investors may disclose confidential information (a) to their legal advisers, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring their investment in the Company, (b) to any prospective investor of any Registrable Securities from the Investors as long as such 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, generally applicable accounting principles or the rules and regulations of any stock exchange), provided that the Investors take reasonable steps to minimize the extent of any such required disclosure, and provided that the Investors ensure that all such Persons named above to whom the Investors disclose confidential information are bound by the same provisions of this Section 3.6(a). The Company acknowledges that the Investors are in the business of private equity investing and therefore reviews the business plans and related proprietary information of many enterprises, including enterprises which may have products or services which compete directly or indirectly with those of the Company. Nothing in this Agreement shall preclude or in any way restrict the Investors from investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (b) The Company agrees that it will keep confidential and will not disclose, divulge or use for any purpose, other than for the discharge of their obligations under this Agreement or for the satisfaction of the disclosure requirement in a Qualified IPO, any confidential information obtained from the Investors pursuant to the terms of this Agreement, unless such confidential information (i) is known or becomes known to the public in general (other than as a result of a breach of this Section 3.6(b) by the Company), (ii) is or has been independently developed or conceived by the Company without use of any of the Investors confidential information or (iii) is or has been made known or disclosed to the Company by a third party without a breach of any obligation of confidentiality such third party may have to any Investor; provided, however, that the Company may disclose confidential information (a) to its legal advisers, accountants, consultants, and other professionals to the extent necessary for the discharge of their obligations under this Agreement, (b) to any Affiliate, partner, member, Shareholder or wholly-owned Subsidiary of the Company in the ordinary course of business, or (c) as may otherwise be required by Law, provided that the Company takes reasonable steps to minimize the extent of any such required disclosure, and provided that the Company ensures that all such persons named above to whom the Company discloses confidential information are bound by the same provisions of this Section 3.6(b).

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 the Company proposes to offer or sell any New Securities after the date hereof, the Company shall make offerings of such New Securities to the Investors (the ROFO Holders) in accordance with the following provisions of this Section 4.1. The Investors will be entitled to apportion the right of first offer hereby granted among themselves and their 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 Offer Notice) to the ROFO Holders stating (i) its bona fide intention to offer such New Securities, (ii) the type and number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities. The ROFO Holders shall have thirty (30) days after delivering of the Offer Notice (the Participation Period), to agree on behalf of itself or its Affiliates by giving written notice to the Company to purchase or obtain, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the number of Ordinary Shares issued and held or issuable upon conversion of the Preferred Shares (and any other securities convertible into, or otherwise 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 issuable upon conversion of Preferred Shares (and any other securities convertible into, or otherwise exercisable or exchangeable for, Ordinary Shares) held by all the Shareholders then outstanding immediately prior to the issuance 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 each Participating ROFO Holder a written notice (the Oversubscription Notice) setting forth the number of the New Securities which the ROFO Holders are entitled to purchase pursuant to Section 4.1(a) but not being purchased 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 New Securities it proposes to purchase, up to the amount obtained by multiplying (x) the number of the remaining New Securities available for oversubscription by (y) a fraction, the numerator of which shall be the number of Ordinary Shares issued and held or issuable upon conversion of the Preferred Shares (and any other securities convertible into, or otherwise exercisable or exchangeable for, Ordinary Shares) then held, by such Participating ROFO Holder and the denominator of which shall be the total number of Ordinary Shares issued and held, or issuable upon conversion of Preferred Shares (and any other securities convertible into, or otherwise exercisable or exchangeable for, Ordinary Shares) held by all the Participating ROFO Holders immediately prior to the issuance of the New Securities.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (c) If all or any New Securities referred to in the Offer Notices are not elected to be purchased or obtained by the ROFO Holders as provided in Section 4.1(a) and (b) hereof, the Company may, during the ninety (90)-day period following the expiration of the Participation Period, offer the remaining unsubscribed portion of such New Securities (collectively, the Refused Securities) to any Person or Persons at a price not less than, and upon terms no more favorable to the ROFO Holders than, those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the Refused Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to the 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 of the 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.

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 which the Shareholder may be empowered to vote), from time to time and at all times, in whatever manner shall be necessary to ensure that at each annual or special meeting of Shareholders at which an election of directors is held or pursuant to any 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 Board of 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 Board of 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 Board of 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 the Board 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 the Board 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 with Kaiwu Director, Antfin Director, CMC Director, Joy Director and the Tiger Director, the Investor Directors 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 of Directors, 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 be Gao 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.

Each Shareholder agrees to vote all of its Shares from time to time and at all times, in whatever manner necessary to ensure that the size of the Board shall be set at nine (9) directors. It is further agreed that the board of directors of any other 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 board composition with the Company as determined in accordance with Section 5.1, and the Company and the Key Holders shall procure that such nominee(s) are appointed to the relevant board of directors of such other Group Company or Subsidiary. For the avoidance of doubt, each Investor Director shall have the right, but not the obligation, to serve as a member 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 be necessary to ensure that (i) no director elected pursuant to Section 5.1 of this Agreement may be removed from office unless such removal is directed or approved by the person(s) or entity(ies) entitled under Section 5.1 to appoint that director; and (ii) any vacancies created by the resignation, removal or death of a director elected pursuant to Section 5.1 shall be filled pursuant to the provisions of Section 5.1. All Shareholders agree to execute any written consents required to effectuate the obligations of this Agreement, and the Company agrees at the request of any Shareholder 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 be necessary to authorize an increase in the authorized share capital of the Company so that there will be sufficient Ordinary Shares available for conversion of all of the then-outstanding Preferred Shares and any other convertible securities of the Company at any time that an adjustment to the relevant conversion price with respect to the Preferred Shares is made under the Articles.

Each Shareholder acknowledges and agrees that each Party hereto will be irreparably damaged in the event any of the provisions of this Section 5 are not performed by the Shareholder in accordance with their specific terms or are otherwise breached. Accordingly, it is agreed that each of the Company and the Shareholders shall be entitled to an injunction to prevent breaches of this Agreement and to specific enforcement of this Agreement and its terms and provisions in any action instituted in any court of competent jurisdiction, in addition to any other remedy to which the Parties may be entitled at law or in equity. Each of the Parties to this Agreement hereby consents to personal jurisdiction 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 shall terminate 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 interests now 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, including without limitation as a result of (i) the issuance or redemption by such Key Holder of any portion of its outstanding shares or equity, or (ii) a transfer of such Key Holders 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 Majority Preferred Shareholders, the Key Holders or any other holder of any Ordinary Shares (excluding the Ordinary Shares upon the conversion of the Preferred Shares) or their successors in interest (each a Restricted Shareholder), shall not effect a Transfer to any other party at any time prior to an IPO, regardless of their employment status with the Company at that time. For the avoidance of doubt, the Investors are entitled to Transfer any of their Equity Securities of the Company in any manner except to any Competitor without the prior written consent of the Key Holders.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (c) Notwithstanding anything to the contrary contained herein and unless required by the Transaction Documents, so long as any Preferred Share or Conversion Share converted from a Preferred Share is issued and 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, Transfer through one or a series of transactions any equity interest held or Controlled by him in any Domestic Companies to any Person. Any Transfer in violation of this Section 6 shall be void and the Domestic Companies hereby agrees it will not effect such a Transfer nor will it treat any alleged transferee as the holder 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 any Person any Equity Securities of such PRC Company or any options or warrants for, or any other securities 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 Shareholder shall Transfer any Equity Securities of the Company now or hereafter owned or held by such Shareholder to any Ant Restricted Person.

(e) Any purported Transfer of any Equity Securities of any Group Company in contravention of this Agreement shall be void and ineffective for any and all purposes and shall not confer on any transferee or purported transferee any rights whatsoever, and no Party (including without limitation, any holder of Ordinary Shares or Founder Holdcos) shall recognize any such Transfer, sale or issuance.

(a) Proposed Transfer Notice.

Each Restricted Shareholder (including its successors and permitted assigns) (a Transferor) proposing to make a Transfer (a Proposed Transfer) must deliver a notice (the First Proposed Transfer Notice) to the 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 the material terms and conditions of the Proposed Transfer, including without limitation a description and the share price of the Shares (the Transfer Shares) that such Transferor may propose to Transfer, and the identity of the Prospective Transferee. The First Proposed Transfer Notice shall certify that the Transferor has received a definitive offer from the Prospective Transferee and in good faith believes a binding agreement for the Proposed Transfer is obtainable on the terms set forth in the First Proposed Transfer Notice. The First Proposed Transfer Notice shall also include a copy of any written proposal, term sheet or letter of intent or other agreement relating to the Proposed Transfer. In the event of a conflict between this Agreement and any other agreement that may have been entered into by a Transferor with the Company that contains a preexisting right of first refusal, the terms of this Agreement shall control and the preexisting right of first refusal 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 and irrevocably grants to the ROFR Eligible Holders a right of first refusal to purchase up to its Pro Rata ROFR Share of the Transfer Shares on the same terms and conditions as set forth in the First Proposed Transfer Notice. The ROFR Eligible Holders will be entitled to apportion the right of first refusal hereby granted among themselves and their partners, members and Affiliates in such proportions as it deems appropriate. To exercise its right of first refusal, the ROFR Eligible Holder must deliver an exercise notice to the Transferor and the Company indicating the number of Transfer Shares that the ROFR Eligible Holder wishes to purchase within thirty (30) days after delivery of the First Proposed Transfer Notice (the ROFR Exercise Period). The ROFR Eligible Holders Pro Rata ROFR Share of the Transfer Shares shall mean that number of Transfer Shares which equals the number of Transfer Shares, multiplied by a fraction, which is equal to (i) the number of Ordinary Shares (on an as converted and fully-diluted basis) held by a ROFR Eligible Holder on the date of the First Proposed Transfer Notice, divided by (ii) the total number of Ordinary Shares (on an as converted and fully-diluted basis) held by all the ROFR Eligible Holders on the date of the First Proposed Transfer Notice.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (c) Oversubscription. In the event that the ROFR Eligible Holders do not purchase all of the Transfer Shares available pursuant to Section 6.2(b) above, the Transferor shall promptly give written notice (the Second Proposed Transfer Notice, together with the First Proposed Transfer Notice, the Proposed Transfer Notices) to the Company and the ROFR Eligible Holders that have elected to purchase its entire Pro Rata ROFR Share of the Transfer Shares (the Participating ROFR Eligible Holders), which shall set forth the number of shares of Transfer Shares not purchased by the ROFR Eligible Holders (the Remaining Shares) and the terms set forth in the First Proposed Transfer Notice. The Participating ROFR Eligible Holders shall then have a right to purchase up to all of the Remaining Shares by delivering a written notice to the Transferor and the Company within fifteen (15) days after delivery of the Second Proposed Transfer Notice (the Option Period) of its election to purchase any or all of the Remaining Shares on the same terms and conditions as set forth in the Second Proposed Transfer Notice. If the Participating ROFR Eligible Holders desire to purchase in aggregate more than the number of Remaining Shares, then such Participating ROFR Eligible Holders will be cut back by the Company with respect to its oversubscription to such number of Remaining Shares, equal to the product obtained by multiplying (i) the Remaining Shares by (ii) a fraction, 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 Transfer Notice and the denominator of which shall be the total number of Ordinary Shares (on an as converted and fully-diluted basis) held by all the Participating ROFR Eligible Holders on the date of the First Proposed Transfer 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 in good faith by the Board (including the approval of Majority Investor Directors). If the ROFR Eligible Holders and/or the Participating ROFR Eligible Holders cannot for any reason pay for the Transfer Shares in the same form of non-cash consideration, the ROFR Eligible Holders and/or the Participating ROFR Eligible Holders may pay the cash value equivalent thereof, as determined in good faith by the Board (including the approval of Majority Investor Directors). The closing of the purchase of the Transfer Shares by the ROFR Eligible Holders shall take place, and all payments from the ROFR Eligible Holders shall have been delivered to the Transferor, within fifteen (15) Business Days following the expiration of the ROFR Exercise Period. The closing of the purchase of the Transfer Shares by the Participating ROFR Eligible Holders shall take place, and all payments from the Participating ROFR Eligible Holders shall have been delivered to the Transferor, within fifteen (15) Business Days following the expiration of the Option Period.

(a) If any Transfer Shares subject to a Proposed Transfer are not purchased pursuant to Section 6.2 above and thereafter 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 ROFR Eligible 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 to exercise its right (a Right of Co-Sale) and participate on a pro-rata basis in the Proposed Transfer on the same terms and conditions specified in the Proposed Transfer Notice. To exercise its Right of Co-Sale, each Co-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 Eligible Holder 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 notice provided for above in Section 6.3(a) may include in the Proposed Transfer all or any part of its Shares, which shall not exceed a number equal to the product obtained by multiplying (i) the aggregate number of Co-Sale Eligible Shares by (ii) a fraction, the numerator of which is the number of Ordinary Shares (on an as converted and fully-diluted basis) held by such Co-Sale Eligible Holder on the date of the First Proposed Transfer Notice and the denominator of which is the total number of Ordinary Shares (on an as converted and fully-diluted basis) held, in the aggregate, by all the exercising Co-Sale Eligible Holders on the date of the First Proposed Transfer Notice, plus the number of Ordinary Shares held by the Transferor. To the extent that the Co-Sale Eligible Holder exercises such right of participation in accordance with the terms and conditions set forth herein, the number of Co-Sale Eligible Shares that the Transferor may sell in the Proposed Transfer shall be correspondingly reduced.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (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 CoSale shall not apply with respect to Transfer Shares sold or to be sold to the ROFR Eligible Holder and the Participating ROFR Eligible 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 the Transferor, prior to the Co-Sale Closing, one or more signed instruments of transfer, properly endorsed for transfer to the Prospective Transferee, representing:

(i) the number of Ordinary Shares that the Co-Sale Eligible Holder elects to include in the Proposed Transfer; or

(ii) the number of Preferred Shares that are at such time convertible into the number of Ordinary Shares that the Co-Sale Eligible Holder elects to include in the Proposed Transfer; provided, however, that if the Prospective Transferee objects to the delivery of convertible Preferred Shares in lieu of Ordinary Shares, the Co-Sale Eligible Holder shall first convert the Preferred Shares into Ordinary Shares and deliver Ordinary Shares as provided above. The Company agrees to make any such conversion concurrent with and contingent upon the actual Transfer of such Shares to the Prospective Transferee.

(e) The terms and conditions of any sale pursuant to this Section 6.3 will be contained in, and governed by, a written purchase and sale agreement with customary terms and provisions for such a transaction. Further, no Co-Sale Eligible Holder shall be required to give any representations or warranties, covenants or indemnities with respect to such Proposed Transfer or with respect to the Company, except for the ownership and title of such Co-Sale Eligible Holders Equity Securities sold in such Proposed Transfer.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (f) Each share transfer instrument a Co-Sale Eligible Holder delivers to the Transferor pursuant to Section 6.3(d) above will be transferred to the Prospective Transferee against payment therefor in consummation of the sale of the Transfer Shares pursuant to the terms and conditions specified in the Proposed Transfer Notice and the purchase and sale agreement, and the Transferor shall concurrently therewith remit to the Co-Sale Eligible Holder the portion of the sale proceeds to which each Co-Sale Eligible Holder is entitled by reason of its participation in such sale. If any Prospective Transferee refuse(s) to purchase Equity Securities from any Co-Sale Eligible Holder exercising its Right of Co-Sale hereunder, 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-Sale Eligible Holder that such Co-Sale Eligible Holder would otherwise be entitled to sell to the Prospective Transferee pursuant to its Right of Co-Sale for the same consideration and on the same terms and conditions as 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 Transfer Notice by the Company and the ROFR Eligible Holders, the Transferor proposing to make a Proposed Transfer may not sell any Transfer Shares unless such Transferor has complied in full with each provision of this Section 6. The exercise or election not to exercise any right by the ROFR Eligible Holders hereunder shall not adversely affect its right 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 with the provisions under this Section 6.

(b) Any Proposed Transfer not made in compliance with the requirements of this Agreement (including without limitation this Section 6) shall be null and void ab initio, shall not be recorded on the books or register of the Company or its transfer agent and shall not be recognized by the Company. Each Party hereto acknowledges and agrees that any breach of this Agreement would result in substantial harm to the other Parties hereto for which monetary damages alone could not adequately compensate. Therefore, the Parties hereto unconditionally and irrevocably agree that any non-breaching Party hereto shall be entitled to seek protective orders, 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 in strict compliance with this Agreement).

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (c) If any Restricted Shareholder becomes obligated to sell any Shares to the ROFR Eligible Holder and/or Participating ROFR Eligible Holders under this Agreement and other agreements entered into by and between the Company and such Restricted Shareholder and fails to deliver such Shares in accordance with the terms of this Agreement and such other agreements, the Company may, at its option, in addition to all other remedies it may have, send to such Restricted Shareholder the purchase price for such Shares as is herein or therein specified and cancel on its books or register the certificate of certificates representing the Shares 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 by law, in equity or hereunder, is entitled to require such Transferor to purchase Shares from the Co-Sale Eligible Holders, as provided below, and the Transferor will be bound by the terms of such option. If a Transferor 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 type and number of Shares that such Co-Sale Eligible Holder would have been entitled to sell to the Prospective Transferee under Section 6.3 had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Section 6.3. The sale will be made on the same terms and subject to the same conditions as would 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-Sale Eligible 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 the Investors rights under Section 6.3.

6.6 Exempt Transfers.

Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 6.2 and Section 6.3 shall not apply to any Transfer of Equity Securities of the Company by any Restricted Shareholder to any Subsidiary whose voting Equity Securities are one hundred percent owned by such Restricted Shareholder (Permitted Transferee); provided that adequate documentation evidencing the foregoing is provided to the Investors to their satisfaction and that any such Permitted Transferee agrees in writing to be bound by this Agreement in place of the relevant Transferor; provided, further, that such Transferor shall remain liable for any breach by such Permitted Transferee of any provision hereunder. Following any Transfer to a Permitted Transferee, in the event that the relevant Permitted Transferee ceases to be wholly-owned by the Restricted Shareholder, the Equity Securities of the Company held 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 pending such Transfer, all voting rights, information rights, rights to distributions and all other rights attached to such Equity Securities 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) of the then outstanding Shares of the Company (the Drag-Along Requestors) voting as a single class, approve a Liquidation Event in which the valuation of the Company for such proposed Liquidation Event shall result in a price per Share being no less than two point five (2.5) times the Original Series D Issue Price (as defined in the Articles, and subject to appropriate adjustments for any subsequent bonus issue, share split, consolidation, subdivision, reclassification, recapitalization or similar arrangement) (the Drag-Along Transaction) and notify the Company and other Shareholders in writing, then each Shareholder (other than Antfin) hereby agrees:

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (a) if such Drag-Along Transaction requires Shareholders approval, with respect to all Shares that such Shareholder owns or over which such Shareholder otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all Shares in favor of, and adopt, such Drag-Along Transaction (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 expected to delay or impair the ability of the Company to consummate such Drag-Along Transaction;

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (b) if such Drag-Along Transaction is a sale of Shares of the Company, to sell the same proportion of Shares of the Company held by such Shareholder as is being sold by the Drag-Along Requestor(s) to the Person(s) to whom the Drag-Along Requestor(s) propose to sell their Shares, and on the same terms and conditions as the Drag-Along Requestor(s);

(c) to execute and deliver all related documentation and take such other action in support of the Drag-Along Transaction as shall reasonably be requested by the Company or the Drag-Along Requestor(s) in order to carry out the terms and provision of this Section 7, including without limitation executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents; provided, that no Investor shall be required to give any representations or warranties, covenants or indemnities with respect to such Drag-Along Transaction or with respect to the Company, except for the ownership and title of such Investors 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 Shares of the Company owned by such Party or Affiliate in a voting trust or subject any Shares to any arrangement or agreement with respect to the voting of such Shares, unless specifically requested to do so by the acquiror in 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 with respect 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 the holders of more than two-thirds (2/3) of the then outstanding Shares of the Company and any holders of any Ordinary Shares of the Company (the Dissenting Member) refuse to vote in favor of such Drag- Along Transaction or participate in such Drag-Along Transaction in accordance with Section 7.1, then, such Dissenting Member shall be obligated to purchase up to all of the Shares held by the Drag-Along Requestors at a price per Share equal to the amount that the Drag-Along Requestors would have received in respect of a Share had the Company been sold for cash 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 Requestor shall deliver to the Dissenting Member the certificate or certificates representing Shares to be sold under Section 7.1 by such Drag-Along Requestor properly endorsed for transfer, if certificated, and the Dissenting Member shall pay immediately 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.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 7.3 Notwithstanding any provision in this Agreement or the Articles to the contrary, to the extent permitted by applicable Laws, (i) any transfer or sale or transaction contemplated under this Section 7 shall not be subject to restrictions on Transfer 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 A of the Articles) except those specifically set forth in this Section 7, and (ii) the proceeds of transactions contemplated under this Section 7 shall be distributed according to Section 2 of Schedule A of the Articles. The Company shall use all 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 Qualified IPO.

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, employees and consultants of the Group Companies. Unless approved by the Board (including the approval of Majority Investor Directors), all officers, directors, employees and consultants of the Group Companies who are entitled to purchase, or receive options to purchase, Shares of the Company under the share incentive plan (the Option Plan) shall be required 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 of grant, 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 Companys IPO. The Company shall retain a right of first refusal on employee Transfers until the Companys IPO and the right to repurchase unvested shares at cost. Unless otherwise expressly approved by the Board (including the approval of Majority Investor Directors), there shall not be any acceleration of the vesting of shares subject to options granted under the Option Plan, or any Transfer of Shares of the Company acquired under the Option Plan.

(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 not and 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 provisions and defined terms below as the context requires) any of the following actions (whether in a single transaction or a series 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 consent of the Majority Series D Shareholders):

(iii) any change of size or composition of the Board or any commitment thereof;

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (iv) except to the extent as approved in the Annual Plan (as defined below) of the Group Companies or any Group 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 any Group Company or in excess of US$5,000,000 within a month in any single transaction or a series of transactions;

(v) except to the extent as approved in the Annual Plan of the Group Companies or any Group Company, to the extent 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 Companys assets (excluding any intellectual property owned by any Group Company) or its Subsidiaries in excess of US$5,000,000 in a single transaction or series of transactions, or entering into ABS arrangement in excess of US$20,000,000 in a single transaction or series of related transactions or US$20,000,000 in aggregate within a twelve (12)-month period;

(vii) any amendment or change of the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of, any Preferred Shares;

(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 or issuable under the Option Plan with the approval of the Board (including the approval of Majority Investor Directors);

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (xi) any amendment or modification, alteration, repeal to or waiver of any provision of any of the memorandum or articles or similar organizational documents or by-laws of any Group Company or any other constitutional documents;

(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 or involving any Group Company, including any Liquidation Event, joint venture or partnership arrangements or 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 any business undertaking of any Group Company;

(xiv) selecting the listing exchange or the underwriters for an IPO or approve the valuation, time, location, method and 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 to bankruptcy, insolvency or reorganization or relief of debtors, or (z) the entry of an order for relief or the appointment 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 any amendment 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 respect to 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 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 provisions and defined terms below as the context requires) any of the following actions (whether in a single transaction or a series of related transactions) without the prior affirmative approval or consent of a simple majority of the Board (including the Majority Investor Directors):

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (i) approval of, or any deviation or amendment of, the annual budget (including balance sheet, statement of cash flow and income statement), business plan, operation plan (including any capital expenditure budget, operating budget and financing plan and contingencies) and compensation plan (collectively, the Annual Plan), which shall 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 a month in any single transaction or series of transactions, or any aggregate expenditure in excess of RMB 5,000,000 in any single transaction or series of transactions;

(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 or determination 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 of the dividend policy;

(vii) investment of cash or cash equivalents of the Company out of the ordinary business course of the Company;

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (ix) the purchase by the Company of any securities, or any assets of any other company or Person which is outside 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 Group Company 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 RMB200,000 at 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 of RMB10,000,000;

(xiii) purchase of any real property by any Group Company, or lease of any real property of any Group Company in excess of RMB2,000,000 at any time in a single transaction or in excess of RMB5,000,000 at any time in a series of transactions; or

(xiv) any action by a Group Company to authorize, approve or enter into any agreement or obligation with respect to any of the actions listed above.

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 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 any of the following actions (whether in a single transaction or a series of related transactions) without the prior affirmative 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 to bankruptcy, insolvency or reorganization or relief of debtors, or (z) the entry of an order for relief or the appointment of a receiver, trustee, or other similar official for it or for any substantial part of its property; or

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (ii) appointment, approval, termination of chief operating officer, chief financial officer, chief technology officer or 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 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 any of the following actions (whether in a single transaction or a series of related transactions) without the prior affirmative approval or consent of Antfin:

(ii) entering into any joint venture, partnership, strategic alliance, strategic cooperation or similar arrangements with 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 least quarterly 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 entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person or entity, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of the Company assume the obligations of the Company with respect to indemnification of members of the Board as in effect immediately prior to such transaction, whether in the Companys Articles or elsewhere, as the case may be.

(a) All material aspects of the formation, maintenance and compliance of any direct or indirect Subsidiary or entity Controlled by the Company, whether now in existence or formed in the future, shall be subject to the review and approval by the Board (including the consent of Majority Investor Directors) and the Company shall promptly provide each holder of Preferred Shares with copies of all material related documents and correspondence.

(b) The Company shall, and the Key Holders shall procure the Company to, at any time institute and shall keep in place arrangements reasonably satisfactory to the Board (including Majority Investor Directors) such that the Company will be permitted to properly consolidate the financial results for any direct or indirect Subsidiary of the Company (including without limitation the PRC Companies) in consolidated financial statements 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 to maintain any direct or indirect Subsidiary or entity Controlled by it, whether now in existence or formed in the 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 any direct or indirect Subsidiary, whether now in existence or formed or acquired in the future, to comply in all material respects with all applicable Law.

(e) In the event that any provision under the Cooperation Documents is ruled by any relevant Governmental Authority as invalid or unenforceable under the Law of the PRC, the Key Holders and the Group Companies shall, subject to the Law of the PRC, use their best efforts to take, or cause to be taken, such action, to execute and deliver, or cause to be executed and delivered, such documents and instruments and to do, or cause to be done, all things necessary, proper or advisable to (i) ensure that substantially all of the income generated by the Domestic Companies is consolidated into the Company, and (ii) ensure the revisions of the related Cooperation Documents for the compliance of applicable Laws and requirements of Governmental Authorities and the minimum influence on the business of the Group Companies.

8.6. Employee Agreements.

The Company shall cause all the Key Employees (including the Founders), other senior management or key executives employed by it or any Group Company (or engaged by the Company or any Group Company as a consultant/independent contractor) currently or in the future with access to confidential information and/or trade secrets 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 financially sound and reputable insurers (i) directors and officers liability insurance and (ii) term key-person insurance, each in an amount satisfactory to the Board (including the approval of Majority Investor Directors), and will use reasonable best efforts to cause such insurance policies to be maintained until such time as the Board (including the approval of Majority Investor Directors) determines that such insurance should be discontinued. The key person policy shall name the Company as loss payee and neither policy shall be cancelable by the Company without prior approval of the Board, including the approval of Majority Investor Directors.

8.8. Disclosure of Investment Terms.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 other legally binding arrangements whether oral or written if any Group Company or its shareholders, directors, employees or Affiliates propose to initiate or take any action to solicit or support any inquiry, proposal or offer from, furnish any information to or participate in any negotiations or discussions with any third party or enter into any agreement or arrangement regarding any equity or debt, financing, sale, transfer or otherwise disposal of the Equity Securities of the Company from the date hereof.

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 Group Company; 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 or otherwise) or participate in the ownership (other than as a holder of less than one percent (1%) of the outstanding capital 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 who is or has been at any time a customer of the Group Companies for the purpose of offering to such customer goods or services similar to or competing with those offered by any Group Company, or canvass or solicit any Person who is or has been at any time a supplier or licensor or customer of any Group Company for the purpose of inducing any such Person to terminate its business relationship with such Group Company, or (iii) solicit or entice away or endeavor to solicit or entice away any director, officer, consultant or employee of any Group Company. Except as otherwise contemplated under the Transaction Documents, the Founders shall not disclose to others or use, whether directly or indirectly (except on behalf of and for the benefit of the Group Companies), any information about the business conducted by any Group Company, or in relation to any Group Company, their respective clients, customers, suppliers and franchisees, and any proprietary information of any Group Company, in whatever media, that is not available to the general public. The Founders expressly agree that the limitations set forth in this Section 8.9 are reasonably tailored and reasonably necessary in light of the circumstances. Furthermore, if any provision of this Section 8.9 is more restrictive than permitted by the Law of any jurisdiction in which a Party seeks enforcement thereof, then this Section 8.9 will be enforced to the greatest extent permitted by Law. Each of the undertakings contained in this Section 8.9 shall be enforceable by each Group Company, and each Investor separately and independently of the right of 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 any of the Group Companies or beneficially owns any Equity Securities of any Group Company, he shall commit all of his efforts to furthering the business of the Group Companies and shall not, without the prior written consent of Majority Preferred Shareholders, either on his own account or through any of his Affiliates, or in conjunction with or on behalf of any other Person, (i) possess, directly or indirectly, the power to direct or cause the direction of the management and business operation of any entity whether (A) through the ownership of any equity interest in such entity, or (B) by occupying half or more of the board seats of the entity; or (C) by contract or otherwise; or (ii) devote time to carry out the business operation of any other entity or work for or be employed by any other entity.

Each of the Company Security Holders (as defined in the Securities Subscription Agreement) who is (i) a Domestic Resident (as defined in the Securities Subscription Agreement) or (ii) a PRC entity or owned or controlled by a PRC entity, shall have completed all necessary filings or registrations, with the relevant local counterpart of the SAFE or other Governmental Authorities in connection with such Company Security Holders participation in the investment and 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 Regulations and other applicable Law. Any Company Security Holder who fails to comply with this Section 8.11 shall indemnify and 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 a result of, or based upon or arising from any non-compliance by such Company Security Holder with any legal requirement 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 to protect their respective material Intellectual Property (as defined in the Securities Subscription Agreement), including without limitation, registering their material respective trademarks, brand names, domain names and copyrights, and shall require each employee and consultant of each Group Company to enter into an employment agreement, and a confidential information and intellectual property assignment agreement and a non-competition and non-solicitation agreement requiring such Persons to protect and keep confidential such Group Companys confidential information, Intellectual Property and trade secrets, prohibiting such Persons from competing with such Group Company for a reasonable time after their termination of employment with any Group Company, and requiring such Persons to assign all ownership rights in their work product to the relevant Group Company.

The Parties agree and acknowledge that subject to the approval required under Section 8.2, it is contemplated that one or more Group Companies may, in one or a series of transactions, enter into certain asset backed security arrangements (the ABS). Each of the Group Companies and Key Holders hereby covenants to (i) promptly provide the Investors with all information and documentation relating to the ABS arrangement at least five (5) Business Days prior to execution of such documents, and (ii) not encumber or pledge the equity interest of Beijing Ziwutong or Shanghai 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 of a 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 within the 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 of which together shall constitute one and the same instrument. This Agreement may also be executed and delivered by facsimile or other electronic signature and in two or more counterparts, each of which shall be deemed an original, but all 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 in construing or interpreting this Agreement.

All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the Party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next 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 day delivery, with written verification of receipt. All communications shall be sent to the respective Parties at their address, or to such email address, facsimile number or address as set forth on Schedule 3 hereto or as subsequently modified by written notice given in accordance with this Section 9.4. For the avoidance of doubt, any communication which becomes effective, in accordance with this Section 9.4, in a day that is not a Business Day shall be deemed only to 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, all reasonable legal advisers 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 the Company, (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 any other holders of Preferred Shares, provided further, that no amendment or waiver shall be effective or enforceable in respect of a holder of Ordinary Shares or a holder of Preferred Shares if such amendment or waiver affects such holder of Ordinary Shares or such holder of Preferred Shares, respectively, materially adversely or differently from the other holders of Ordinary Shares or the other holders of Preferred Shares, respectively, unless such holder consents in writing to such amendment or waiver. The observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by written consent of the Party or Parties against whom the waiver is to be effective. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. Notwithstanding the foregoing sentence and subject to the provisions in the Articles, this Agreement may be amended for the sole purpose of consummating the next round financing of the Company if such amendment is approved by the Board and the Shareholders pursuant to this Agreement and the Articles, provided that if any such amendment adversely affects Antfins rights and interests provided herein (namely those set forth in Section 4.2, Section 6.1(d), Section 7.1 and Section 8.2(d)), prior written approval of Antfin is required. 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.

The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision. If any provision of this Agreement shall be invalid, illegal, or unenforceable under any such applicable Law in any jurisdiction, it shall, as to such jurisdiction, be deemed modified to conform to the minimum requirements of such Law, or, if for any reason it is not deemed so modified, it shall be invalid, illegal, or unenforceable only to the extent of such invalidity, illegality, or limitation on enforceability without affecting the remaining provisions of this Agreement, or the validity, legality, or enforceability of such provision in any other jurisdiction.

9.8 Aggregation of Shares.

All Shares held or acquired by Affiliates shall be aggregated together for the purpose of determining the availability of any rights under this Agreement.

9.9 Entire Agreement.

This Agreement and the other Transaction Documents, together with all the exhibits hereto and thereto, constitute and contain the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes any and all prior negotiations, correspondence, agreements, understandings, duties or obligations between the Parties respecting the subject matter hereof, including without limitation the Prior Agreement; provided that the foregoing shall 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 respective successors and assigns of the Parties.

(b) Each transferee or assignee of the Shares subject to this Agreement shall continue to be subject to the terms hereof, and, as a condition to the Companys recognizing such transfer, each transferee or assignee shall agree in writing to be subject to each of the terms of this Agreement by executing and delivering an Assumption Agreement substantially in the form attached hereto as Exhibit C. Upon the execution and delivery of an Assumption Agreement by any transferee, such transferee shall be deemed to be a Party hereto as if such transferees signature appeared on the signature pages of this Agreement. By execution of this Agreement or of any Assumption Agreement, each of the Parties appoints the Company as its attorney in fact for the purpose of executing any Assumption Agreement that may be required to be delivered under the terms of this Agreement. The Company shall not permit the transfer of the Shares subject to this Agreement on its books or issue a new certificate representing any such Shares unless and until such transferee shall have complied with the terms of this Section 9.10. Each certificate representing the Shares subject to this Agreement if issued on or after the date of this Agreement shall be endorsed by the Company with the legend set forth in Section 9.11.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (c) Nothing in this Agreement, express or implied, is intended to confer upon any party other than the Parties or their respective executors, administrators, heirs, successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. This Agreement and the rights and obligations therein may not be assigned by the Key Holders and the Group Companies without prior written consent of Majority Preferred Shareholders; provided, however, that each Investor may assign this Agreement or any of its rights and obligations hereunder to (i) one or more respective Affiliates of such Investor, or (ii) any other Person in connection with any Transfer of Equity Securities of the Company by such Investor, to the extent that such Transfer is in accordance with the provisions 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 the following legend:

THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO, AND IN CERTAIN CASES PROHIBITED BY, THE TERMS AND CONDITIONS OF A CERTAIN AMENDED AND RESTATED SHAREHOLDERS AGREEMENT BY AND AMONG THE SHAREHOLDER, THE COMPANY AND CERTAIN OTHER HOLDERS OF SHARES OF THE COMPANY. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.

(b) Each Key Holder agrees that the Company may instruct its transfer agent to impose transfer restrictions on the Shares represented by certificates bearing the legend referred to in Section 9.11(a) above to enforce the provisions of this Agreement, and the Company agrees to promptly do so. The legend shall be removed at the 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 such dispute, controversy or claim. Such consultation shall begin within seven (7) days after one Party hereto has delivered to the other Parties involved a written request for such consultation. If within thirty (30) days following the commencement of such consultation the dispute cannot be resolved, the dispute shall be submitted 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 International Arbitration Centre (the HKIAC). There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one (1) arbitrator within thirty (30) days after giving or receiving the demand for arbitration. Such arbitrators shall be freely selected, and the Parties shall not be limited in their selection to any prescribed list. The Chairman of the HKIAC shall select the third arbitrator, who shall be qualified to practice Law in Hong Kong. If either party to the arbitration does not appoint an arbitrator who has consented to participate within thirty (30) days after selection of the first arbitrator, the relevant appointment shall be made by the Chairman of the HKIAC.

(c) The arbitration proceedings shall be conducted in English. The arbitration tribunal shall apply the HKIAC Administered Arbitration Rules in effect at the time of the arbitration. However, if such rules are in conflict with the provisions of this Section 9.12, including the provisions concerning the appointment of arbitrators, the provisions of this Section 9.12 shall prevail.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (d) The arbitrators shall decide any dispute submitted to arbitration strictly in accordance with the substantive Law 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 providing complete access to all information and documents requested by such party in connection with such arbitration proceedings, subject only to any confidentiality obligations binding on the Party receiving the request.

(f) The award of the arbitration tribunal shall be final and binding upon the disputing parties, and any party to the 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 of competent jurisdiction pending the constitution of the arbitral tribunal.

(h) During the course of the arbitral tribunals adjudication of the dispute, this Agreement shall continue to be performed 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 any breach 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 an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach 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 this Agreement, or any waiver on the part of any Party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement 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 the Companys Articles or other constitutional documents, the terms of this Agreement shall prevail as between the Shareholders of the Company only. The Investors and the Key Holders shall, notwithstanding the conflict or inconsistency, act so as to effect the intent of this Agreement to the greatest extent possible under the circumstances and shall promptly amend the conflicting constitutional documents to conform to this Agreement to the greatest extent possible.

The Parties hereby agree that, without the prior written consent of Majority Preferred Shareholders, no party to any loan agreement, the principal amount of which is denominated in Renminbi, entered into prior to the date hereof, with any Investor as lender and any Group Company as borrower, including the Loan Agreement dated March 7, 2017 entered into among Luo Shaohu (罗少虎), Gao Jing (高靖), Beijing Ziwutong and the Company (the Onshore Loan), shall repay, or request or require, any repayment, including making any claim or initiating any legal proceedings in connection with such repayment, of any amounts owing under such Onshore Loan, whether in full or in part; provided, that the foregoing shall not prohibit any repayment solely because the relevant lender under the Onshore Loan has obtained the filings and registrations from the relevant local counterpart of the SAFE or other Governmental Authorities (as the case may be) in accordance with the SAFE Rules and Regulations with respect to its investment in the Company and intends to promptly pay in full in United States dollars the purchase price owing for its Shares in accordance with the terms of the Onshore Loan. Further, the Parties hereby agree that, in the event of any liquidation, 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 proceeds and/or assets of the Company, and the proceeds and/or assets of the Company shall be distributed in accordance with Section 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 PURCHASE AGREEMENT 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-3 Preferred Shares in accordance with the Series A-3 SPA, he shall have submitted an application for the filings and registrations with relevant local counterpart of the SAFE or other Governmental Authorities (as the case may be) in accordance with the SAFE Rules and Regulations with respect to his investment in the Company (the Filings and Registrations) and shall have completed and obtained (or shall use his best efforts to complete or obtain as soon as possible after the consummation of the sale and purchase of Series A-3 Preferred Shares in accordance with the Series 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 the consummation of the sale and purchase of Series A-3 Preferred Shares in accordance with the Series A-3 SPA, he shall discuss with the Company and other parties thereto with a view to entering into certain alternative arrangements acceptable to the Company and other parties thereto with respect to his holding of Equity Securities of the Company.

Each of the Investors that is a party to any share purchase agreement or any securities subscription agreement (other than the Securities Subscription Agreement) (the Prior SPAs) entered into with the Company prior to the date of the Securities Subscription Agreement hereby waives its rights to any claim against each Key Holder and each Group Company, and releases each Key Holder and each Group Company from any liability, in each case, for any breach prior to the date hereof by such Key Holder or Group Company of any post-closing obligations made in the Prior SPAs; provided, that the waiver set out in this Section 9.16 shall be without prejudice to the Investors rights under Section 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 reasonable efforts to take or cause to be taken all actions, to do or cause to be done, to execute such further instruments, and to assist and cooperate with the other Parties hereto in doing, all things necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement. Each of the Key Holders who is a natural person shall procure the corporate Key Holder controlled by him to fully comply with and perform all of the obligations, covenants, undertakings and commitments of such corporate Key Holder under this Agreement.

9.18 Specific Performance.

The Parties hereto acknowledge and agree irreparable harm may occur for which money damages would not be an adequate remedy in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to injunction to 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 this Agreement against the Party that drafted it has no application and is expressly waived. If any claim is made by a Party relating to any conflict, omission or ambiguity in the provisions of this Agreement, no presumption or burden of proof or 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 the occurrence of any subdivision, combination or share dividend of the relevant class or series of the Shares, the specific number of Shares so referenced in this Agreement shall automatically be proportionally adjusted, as appropriate, to reflect the effect on the outstanding Shares of such class or series of Shares by such subdivision, combination or share dividend.

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 Shareholder of 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).

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Furthermore, without the prior written consent of Antfin, 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 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 (Chinese equivalent 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 (Chinese equivalent 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 Yue Bao), 招财宝 (Chinese equivalent for Zhaocaibao), 芝麻信用 (Chinese equivalent for Zhima Credit), 网商银行 (Chinese brand 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, Yue Bao, Zhaocaibao, Zhima Credit, MYbank, AliTelecom, the associated devices and logos of the above brands (including but not limited to the smiling face device of Alibaba Group, the cow device of Alibaba.com, the ant device of Taobao, the Tao doll device of Taobao, the cat device of Tmall, the Juxiaomeng device of Juhuasuan, the wing device and the Ding device of Dingtalk, the ant device of Ant Financial, the lion device and the Zhixiaobao device of Alipay, the ingot device of Zhaocaibao, the sesame device of Zhima Credit together with the Gaoxiaode device and the paper aeroplane device of AutoNavi) or any company name, trade name, trademark, service mark, domain name, device, design, symbol or any abbreviation, 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 endorsed by Antfin or any of its Affiliates. Each Group Company hereby grants Antfin or its Affiliates license to use any Group Companys company name, trade name, trademark, service mark, domain name, device, design and/or symbol in its respective marketing materials. If Antfin or its Affiliates have to use any Group Companys company name, trade name, trademark, service mark, domain name, device, design and/or symbol, they must identify the rights held by such Group Company in relation to the company name, trade name, trademark, service mark, domain name, device, design and/or symbol.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 in advertising, publicity, announcements, or otherwise, the name of Primavera or any of its Affiliates, either alone or in combination 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, and each 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 this Agreement 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 effective with respect to, and binding on, a Party upon such Partys execution and delivery of its counterpart signature page to this Agreement or the Assumption Agreement. This Agreement shall terminate (i) against all Parties, upon the unanimous consent of all Parties hereto, and (ii) against any Investor, if such Investor ceases to own any Equity Securities of the Company. If this Agreement terminates with respect to any Party, such Party shall be released from their obligations under this Agreement, except in respect of any obligation stated, explicitly or otherwise, to continue to exist after the termination of this Agreement. If any Party breaches this Agreement before the termination of this Agreement, it shall not be released from its obligations or liabilities arising from such breach notwithstanding the termination of this Agreement.

9.24 Capitalization Table.

The Parties agree and acknowledge that, notwithstanding anything to the contrary in the capitalization tables set forth in the Securities Subscription Agreement (including Schedule 6 (Disclosure Schedule) to the Securities Subscription Agreement) and any other provision in the Transaction Documents, the capitalization of the Company (i) as of the date of the Securities Subscription Agreement and immediately prior to the Closing, and (ii) immediately following the Closing, in each case, is as set forth in Schedule 4.

[Remainder of Page Intentionally Left Blank]

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document IN WITNESS WHEREOF, the Parties have executed this Amended and Restated Shareholders Agreement as a deed as of the date first above written.

COMPANY: PHOENIX TREE HOLDINGS LIMITED

By: /s/ Gao Jing Name: Gao Jing (高靖) Title: Director

SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document IN WITNESS WHEREOF, the parties have executed this Amended and Restated Shareholders Agreement as of the date first written above.

FOUNDER HOLDCOS: YIHAN HOLDINGS LIMITED

By: /s/ Gao Jing Name: Gao Jing (高靖) Title: Director

SHENGDUO HOLDINGS LIMITED

By: /s/ Cui Yan Name: Cui Yan (崔岩) Title: Director

FOUNDERS:

By: /s/ Gao Jing Name: Gao Jing (高靖)

By: /s/ Cui Yan Name: Cui Yan (崔岩)

SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT

HK COMPANY: PHOENIX TREE HK HOLDINGS LIMITED

By: /s/ Gao Jing Name: Gao Jing (高靖) Title: Director WFOES: Xiaofangjian (Shanghai) Network Information Technology Co., Ltd. (小房间（上海）网络信息技术有限公司) (Seal)

By: /s/ Gao Jing Name: Gao Jing (高靖) Title: Legal Representative

QINGWUTONG CO., LTD. (青梧桐有限责任公司) (Seal)

By: /s/ Cui Yan Name: Cui Yan (崔岩) Title: Legal Representative

SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT

WFOES: Baowutong (Beijing) Technology Co., Ltd. (宝梧桐(北京)科技有限公司) (Seal)

By: /s/ Gao Jing Name: Gao Jing（高靖） Title: Legal Representative

SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT

WFOE SUBSIDIARIES: Beijing Lianjie Shenghuo Information Technology Co., Ltd. (北京连接生活信息科技有限公司) (Seal)

By: /s/ Liu Jia Name: Liu Jia (刘佳) Title: Legal Representative

Beijing Baijiaxiu Trading Co., Ltd (北京百家修商贸有限公司）(Seal)

By: /s/ Cao Jue Name: Cao Jue (曹崛) Title: Legal Representative

SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT

IN WITNESS WHEREOF, the parties have executed this Amended and Restated Shareholders Agreement as of the date first written above.

WFOE SUBSIDIARIES: Beijing Mihua Youpin Information Technology Co., Ltd. (北京米花优品信息科技有限公司) (Seal)

By: /s/ Zhang Xue Name: Zhang Xue (张雪) Title: Legal Representative

Beijing Menglifang Decoration Engineering Co., Ltd. (北京梦立方装饰装修工程有限公司)(Seal)

By: /s/ Zhang Xue Name: Zhang Xue (张雪) Title: Legal Representative

Danke (Wuhan) Apartment Management Co., Ltd. (蛋壳（武汉）公寓管理有限公司)(Seal)

SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT

WFOE SUBSIDIARIES: Danke (Guangzhou) Apartment Management Co., Ltd. (蛋壳广州公寓管理有限公司) (Seal)

By: /s/ Zhang Xue Name: Zhang Xue (张雪) Title: Legal Representative

Ziwutong (Tianjin) Apartment Management Co., Ltd. (紫梧桐（天津）公寓管理有限公司)(Seal)

By: /s/ Zhang Xue Name: Zhang Xue (张雪) Title: Legal Representative

Hangzhou Aishang Danke Technology Co., Ltd. (杭州爱上蛋壳科技有限公司)(Seal)

By: /s/ Zhang Xue Name: Zhang Xue (张雪) Title: Legal Representative

SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT

WFOE SUBSIDIARIES: Hangzhou Aishangzu Property Management Co., Ltd. (杭州爱上租物业管理有限公司) (Seal)

By: /s/ Zhang Xue Name: Zhang Xue (张雪) Title: Legal Representative

Aishangzu (Suzhou) Property Service Co., Ltd. (爱上租（苏州）物业服务有限公司)(Seal)

By: /s/ Zhang Xue Name: Zhang Xue (张雪) Title: Legal Representative

Aishangzu (Shanghai) Technology Co., Ltd. (爱上租（上海）科技有限公司)(Seal)

By: /s/ Zhang Xue Name: Zhang Xue (张雪) Title: Legal Representative

SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT

WFOE SUBSIDIARIES: Hangzhou Aishangzu Catering Management Co., Ltd. (杭州爱上租餐饮管理有限公司) (Seal)

By: /s/ Zhang Xue Name: Zhang Xue (张雪) Title: Legal Representative

Aishangzu (Shanghai) Property Management Co., Ltd. (爱上租（上海）物业管理有限公司)(Seal)

By: /s/ Zhang Xue Name: Zhang Xue (张雪) Title: Legal Representative

SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT

WFOE SUBSIDIARIES: Chengwutong (Shanghai) Apartment Management Co., Ltd.(橙梧桐(上海)公寓管理有限公司) (Seal)

By: /s/ Ding Jianwei Name: Ding Jianwei (丁建伟) Title: Legal Representative

SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT

WFOE SUBSIDIARIES: Aishangzu Network Technology Nanjing Co., Ltd. (爱上租网络科技南京理有限公司) (Seal)

By: /s/ Ding Jianwei Name: Ding Jianwei (丁建伟) Title: Legal Representative

SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT

WFOE SUBSIDIARIES: Xian Daoyitongxiang Corporate Management Consulting Co., Ltd (西安道义通祥企业管理咨询有限公司) (Seal)

By: /s/ Hu Xuqing Name: Hu Xuqing (胡旭青) Title: Legal Representative

SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT

WFOE SUBSIDIARIES: Nanjing Ziwutong Apartment Management Co., Ltd.(南京紫梧桐公寓管理有限公司）(Seal)

By: /s/ Cui Yan Name: Cui Yan (崔岩) Title: Legal Representative

Danke (Chengdu) Apartment Management Co., Ltd. (蛋壳（成都）公寓管理有限公司）(Seal)

By: /s/ Cui Yan Name: Cui Yan (崔岩) Title: Legal Representative

Lanwutong (Beijing) Apartment Management Co., Ltd(蓝梧桐（北京）公寓管理有限公司）(Seal)

By: /s/ Cui Yan Name: Cui Yan (崔岩) Title: Legal Representative

SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT

WFOE SUBSIDIARIES: Danke (Chongqing) Apartment Management Co., Ltd. (蛋壳（重庆）公寓管理有限公司) (Seal)

By: /s/ Cui Yan Name: Cui Yan (崔岩) Title: Legal Representative

Danke (Wuxi) Apartment Management Co., Ltd. (蛋壳（无锡）公寓管理有限公司) (Seal)

By: /s/ Cui Yan Name: Cui Yan (崔岩) Title: Legal Representative

Ziwutong (Xian) Apartment Management Co., Ltd. (紫梧桐（西安）公寓管理有限公司) (Seal)

By: /s/ Cui Yan Name: Cui Yan (崔岩) Title: Legal Representative

SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT

WFOE SUBSIDIARIES: Beijing Danke Apartment Property Management Co., Ltd. (北京蛋壳公寓物业管理有限公司) (Seal)

By: /s/ Lu Haijun Name: Lu Haijun (路海君) Title: Legal Representative

IN WITNESS WHEREOF, the parties have executed this Amended and Restated Shareholders Agreement as of the date first written above.

DOMESTIC COMPANIES: Ziwutong (Beijing) Assets Management Co., Ltd. (紫梧桐（北京）资产管理有限公司) (Seal)

By: /s/ Gao Jing Name: Gao Jing (高靖) Title: Legal Representative

Yishui (Shanghai) Information Technology Co., Ltd. (一水（上海）信息科技有限公司) (Seal)

By: /s/ Gao Jing Name: Gao Jing (高靖) Title: Legal Representative

SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT

DOMESTIC COMPANIES: Ziwutong (Shanghai) Apartment Management Co., Ltd. (紫梧桐（上海）公寓管理有限公司) (Seal)

By: /s/ Gao Jing Name: Gao Jing (高靖) Title: Legal Representative

Shenzhen Shell Apartment Management Co., Ltd. (深圳市蛋壳公寓管理有限公司) (Seal)

By: /s/ Gao Jing Name: Gao Jing (高靖) Title: Legal Representative

Danke (Hangzhou) Assets Management Co., Ltd. (蛋壳（杭州）资产管理有限公司) (Seal)

By: /s/ Cui Yan Name: Cui Yan (崔岩) Title: Legal Representative

SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT

DOMESTIC COMPANIES: Jinwutong (Beijing) Technology Co., Ltd. (锦梧桐（北京）科技有限公司) (Seal)

By: /s/ Wei Yunliang Name: Wei Yunliang(魏云亮) Title: Legal Representative

Bowutong (Beijing) Technology Co., Ltd. (铂梧桐（北京）科技有限公司) (Seal)

By: /s/ Wei Yunliang Name: Wei Yunliang(魏云亮) Title: Legal Representative

SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT

INVESTORS: Antfin (Hong Kong) Holding Limited

By: /s/ Richard Lin

Name:

Title:

SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT

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

SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT

INVESTORS: INTERNET FUND IV PTE. LTD.

By: /s/ Venkatagiri Mudeliar

Name: Venkatagiri Mudeliar Title: Director

SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT

INVESTORS: CMC Downtown Holdings Limited

By: /s/ Xian Chen

Name: Title:

CMC Downtown II Holdings Limited

By: /s/ Xian Chen

Name: Title:

SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT

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

Banyan Partners Fund III-A, L.P.

By: Banyan Partners III Ltd., its general partner

By: /s/ Anthony Wu

Name: Anthony Wu

Title: Authorized Signatory

SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT

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 Erhai Title: 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 Erhai Title: Authorized Signatory

SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT

INVESTORS: SUCCESS GOLDEN GROUP LIMITED

/s/ LIU Erhai

Name: LIU Erhai

Title: Authorized Signatory

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

Title: Authorized Signatory

SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT

IN WITNESS WHEREOF, the parties have executed this Amended and Restated Shareholders Agreement as of the date first written above.

INVESTORS: Vision Plus Capital Fund II, L.P.

By: /s/ Yongming Wu

Name: Title:

SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT

INVESTORS: BAI GmbH

By: /s/ Thomas Werth /s/ Michael Kronenburg

Name: ppa. Thomas Werth ppa. Dr. Michael Kronenburg Title: Authorized Signatories

SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT

INVESTORS: G&M Capital Holding Limited

By: /s/ Li Yuan

Name: Li Yuan Title: Director

SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT

INVESTORS: Cerulean Brook Limited

By: /s/ Lian zheng

Name: Lian zheng Title: Director

SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT

INVESTORS: Ucommune Group Holdings (Hong Kong) Limited（優客工場控股管理(香港)有限公司）

By: /s/ Daqing Mao

Name: Title:

SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT

INVESTORS: HUPO HARMONY CAPITAL MANAGEMENT LTD.

By: /s/ Leung Ming Shu

Name: Leung Ming Shu

Title: Director

SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT

INVESTORS: Napa Time Holdings Inc. (纳帕时光控股有限公司)

By: /s/ Shen Boyang

Name: Shen Boyang (沈博阳)

Title: Director

SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT

INVESTORS:

KIT Cube Limited

By: /s/ Ching Yee Tsui

Name: Ching Yee Tsui

Title: Director

SIGNATURE PAGE TO SHAREHOLDERS AGREEMENT

SCHEDULE 1A

LIST OF THE SERIES A-1 INVESTOR

Name Napa Time Holdings Inc. (纳帕时光控股有限公司)

LIST OF THE SERIES A-2 INVESTORS

Name KIT Cube Limited Internet Fund IV Pte. Ltd.

LIST OF THE SERIES A-3 INVESTORS

Name Joy Capital I, L.P. KIT Cube Limited Ucommune 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.

LIST OF THE SERIES A-2-I INVESTOR

Name Luo Shaohu (罗少虎)

LIST OF THE SERIES B-1 INVESTORS

Name 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 Fund II, L.P. BAI GmbH G&M Capital Holding Limited Cerulean Brook Limited

LIST OF THE SERIES B-2 INVESTORS

Name Internet Fund IV Pte. Ltd. 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 Fund II, L.P. BAI GmbH G&M Capital Holding Limited Cerulean Brook Limited

LIST OF THE SERIES C-1 INVESTORS

Name SUCCESS GOLDEN GROUP LIMITED

LIST OF THE SERIES C-2 INVESTORS

Name Internet Fund IV Pte. Ltd. Antfin (Hong Kong) Holding Limited Joy Capital Opportunity, L.P. CMC Downtown Holdings Limited Ducati Investment Limited Banyan Partners Fund III, L.P. Banyan Partners Fund III-A, L.P.

LIST OF THE SERIES D INVESTORS

Name CMC Downtown II Holdings Limited Juneberry Investment Holdings Limited

LIST OF FOUNDERS HOLDCO(S)

Name Place of Incorporation YIHAN HOLDINGS LIMITED British Virgin Islands SHENGDUO HOLDINGS LIMITED British Virgin Islands

SCHEDULE 2B

LIST OF FOUNDERS

Name PRC Identification Number Gao Jing (高靖) [REDACTED] Cui Yan (崔岩) [REDACTED]

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).

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)

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)

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) Xian 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 (Xian) 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)

NOTICES

Company Key Holders

Address: Room702, B6, No.2 South Street , Chaoyang Men, Dong YIHAN HOLDINGS LIMITED Cheng District, Beijing, China Address: Room702, B6, No.2 South Street , Chaoyang Men, Dong Tel: [REDACTED] Cheng District, Beijing, China

Attn: Gao Jing (高靖) Tel: [REDACTED]

Email: [REDACTED] Attn: Gao Jing (高靖)

Email: [REDACTED]

HK Company SHENGDUO HOLDINGS LIMITED

Address: Room702, B6, No.2 South Street , Chaoyang Men, Dong Address: Room702, B6, No.2 South Street , Chaoyang Men, Dong Cheng District, Beijing, China Cheng District, Beijing, China

Tel: [REDACTED] Tel: [REDACTED]

Attn: Gao Jing (高靖) Attn: Cui Yan (崔岩)

Email: [REDACTED] Email: [REDACTED]

Address: Room702, B6, No.2 South Street , Chaoyang Men, Dong Cheng District, Beijing, China

Tel: [REDACTED]

Attn: Gao Jing (高靖)

Email: [REDACTED]

Domestic Companies

Address: Room702, B6, No.2 South Street , Chaoyang Men, Dong Cheng District, Beijing, China

Tel: [REDACTED]

Attn: Gao Jing (高靖)

Email: [REDACTED]

Investors

Napa Time Holdings Inc. (纳帕时光控股有限公司)

Address: Napaxiyu 11-70, Xiaotangshan Town, Changping District, Beijing, China

Tel: [REDACTED]

Attn: Shen Boyang

Email: [REDACTED]

Address: Room 1217, 12 Floor, 100 Queens Road, Hong Kong

Tel: [REDACTED]

Attn: Ching Yee Tsui

Email: [REDACTED]

Joy Capital.

Address: 1501, Tower B, Greenland Centre, No.4 Wangjing DongYuan, Chaoyang District, Beijing, PRC

Tel: [REDACTED]

Attn: Liu Erhai / Mingu Kim

Email: [REDACTED]

[REDACTED]

Ucommune Group Holdings (Hong Kong) Limited（優客工場控股管理(香港)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, Chaoyang District, Beijing(北京市朝阳区香江北路 1 号香江花园)

Email: [REDACTED]

Luo Shaohu (罗少虎)

Address: [REDACTED]

Tel: Luo Shaohu

Attn: [REDACTED]

Email: [REDACTED]

Address: Suite 302, 3/F, Cheung Kong Centre, No. 2 Queens Road 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 Guang Hua 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 Queens Road, Central, Hong Kong

Tel: [REDACTED]

Attn: Daniel Yeh, Partner Tess 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]

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]

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]

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 100004 Attention: Jimmy Guo, Ena Leung Email address: [REDACTED], [REDACTED]

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document With a required copy to (which shall not constitute notice): Simpson Thacher & Bartlett LLP Address: 3901 China World Tower A, 1 Jianguomenwai Ave, Beijing, China 100004 Attention: Yang Wang Email: [REDACTED]

CAPITALIZATION TABLE

Part I: Fully Diluted Capitalization as of the Date of the Securities Subscription Agreement and Immediately Prior to the Closing

Percentage on a fully Shareholders Number of Shares diluted basis Class of Shares Founders Founder Holdcos GAO Jing YIHAN HOLDINGS Ordinary Shares (高靖) LIMITED 246,000,000 12.68% CUI Yan SHENGDUO Ordinary Shares (崔岩) HOLDINGS LIMITED 35,290,000 1.82% ESOP 274,226,921 14.14% Ordinary Shares Subtotal 555,516,921 28.64% Napa Time Holdings Inc. (纳帕时光控股有限公 Series A-1 Preferred Shares 司) 118,750,000 6.12% 111,502,621 5.75% Series A-2 Preferred Shares KIT Cube Limited 69,043,337 3.56% Series A-3 Preferred Shares 16,967,466 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 Shares Ucommune Group Holdings (Hong Kong) Limited Series A-3 Preferred Shares （優客工場控股管理(香港)有限公司） 2,714,795 0.14% HUPO HARMONY CAPITAL MANAGEMENT Series A-3 Preferred Shares LTD. 8,144,384 0.42% 68,933,668 3.55% Series B-1 Preferred Shares CMC Downtown Holdings Limited 15,666,743 0.81% Series B-2 Preferred Shares 5,728,199 0.30% Series C-2 Preferred Shares 39,062,412 2.01% Series B-1 Preferred Shares Banyan Partners Fund III, L.P. 8,877,821 0.46% Series B-2 Preferred Shares 4,868,969 0.25% Series C-2 Preferred Shares 6,893,367 0.36% Series B-1 Preferred Shares Banyan Partners Fund III-A, L.P. 1,566,674 0.08% Series B-2 Preferred Shares 859,230 0.04% Series C-2 Preferred Shares 45,955,779 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 Shares SUCCESS GOLDEN GROUP LIMITED 27,155,688 1.40% Series C-1 Preferred Shares 5,744,472 0.30% Series B-1 Preferred Shares Vision Plus Capital Fund II, L.P. 1,305,562 0.07% Series B-2 Preferred Shares 4,595,578 0.24% Series B-1 Preferred Shares BAI GmbH 1,044,450 0.05% Series B-2 Preferred Shares 1,148,894 0.06% Series B-1 Preferred Shares G&M Capital Holding Limited 261,112 0.01% Series B-2 Preferred Shares 11,488,945 0.59% Series B-1 Preferred Shares Cerulean Brook Limited 2,611,124 0.13% Series B-2 Preferred Shares

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 32,247,379 1.66% Series A-2 Preferred Shares Internet Fund IV Pte. Ltd. 87,315,980 4.50% Series B-2 Preferred Shares 226,297,396 11.67% Series C-2 Preferred Shares Antfin (Hong Kong) Holding Limited 135,778,438 7.00% Series C-2 Preferred Shares Ducati Investment Limited 36,207,583 1.87% Series C-2 Preferred Shares CMC Downtown II Holdings Limited 71,828,809 3.70% Series D Preferred Shares Total 1,939,377,845 100%

Percentage on a fully Shareholders Number of Shares diluted basis Class of Shares Founders Founder Holdcos GAO Jing YIHAN HOLDINGS Ordinary Shares (高靖) LIMITED 246,000,000 12.28% CUI Yan SHENGDUO Ordinary Shares (崔岩) HOLDINGS LIMITED 35,290,000 1.76% ESOP 274,226,921 13.68% Ordinary Shares Subtotal 555,516,921 27.72% Napa Time Holdings Inc. (纳帕时光控股有限公 Series A-1 Preferred Shares 司) 118,750,000 5.93% 111,502,621 5.56% Series A-2 Preferred Shares KIT Cube Limited 69,043,337 3.45% Series A-3 Preferred Shares 16,967,466 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 Shares Ucommune Group Holdings (Hong Kong) Limited Series A-3 Preferred Shares （優客工場控股管理(香港)有限公司） 2,714,795 0.14% HUPO HARMONY CAPITAL MANAGEMENT Series A-3 Preferred Shares LTD. 8,144,384 0.41% 68,933,668 3.44% Series B-1 Preferred Shares CMC Downtown Holdings Limited 15,666,743 0.78% Series B-2 Preferred Shares 5,728,199 0.29% Series C-2 Preferred Shares 39,062,412 1.95% Series B-1 Preferred Shares Banyan Partners Fund III, L.P. 8,877,821 0.44% Series B-2 Preferred Shares 4,868,969 0.24% Series C-2 Preferred Shares 6,893,367 0.34% Series B-1 Preferred Shares Banyan Partners Fund III-A, L.P. 1,566,674 0.08% Series B-2 Preferred Shares 859,230 0.04% Series C-2 Preferred Shares 45,955,779 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 Shares SUCCESS GOLDEN GROUP LIMITED 27,155,688 1.36% Series C-1 Preferred Shares 5,744,472 0.29% Series B-1 Preferred Shares Vision Plus Capital Fund II, L.P. 1,305,562 0.07% Series B-2 Preferred Shares 4,595,578 0.23% Series B-1 Preferred Shares BAI GmbH 1,044,450 0.05% Series B-2 Preferred Shares 1,148,894 0.06% Series B-1 Preferred Shares G&M Capital Holding Limited 261,112 0.01% Series B-2 Preferred Shares 11,488,945 0.57% Series B-1 Preferred Shares Cerulean Brook Limited 2,611,124 0.13% Series B-2 Preferred Shares 32,247,379 1.61% Series A-2 Preferred Shares Internet Fund IV Pte. Ltd. 87,315,980 4.36% Series B-2 Preferred Shares 226,297,396 11.29% Series C-2 Preferred Shares Antfin (Hong Kong) Holding Limited 135,778,438 6.78% Series C-2 Preferred Shares Ducati Investment Limited 36,207,583 1.81% Series C-2 Preferred Shares

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document CMC Downtown II Holdings Limited 71,828,809 3.58% Series D Preferred Shares Juneberry Investment Holdings Limited 64,645,928 3.23% Series D Preferred Shares Total 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 Controlled by or is under 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 a beneficiary or a discretionary object, or any entity or company Controlled by any of the aforesaid Persons. In the case of an Investor, 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 partner or limited partner) or any fund manager thereof, (iv) any Person that directly or indirectly Controls, is Controlled by, under common 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 the avoidance 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 by applicable 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.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 time to time by Antfin in good faith, provided that the number of the Persons on such list shall be no more than seven (7), and the update of such list shall be no more frequent than once every six (6) months, and any of the Affiliates and successors of the Persons on such list and any other entity in which any Person on such list holds 30% or more of the total issued and outstanding 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 successors and any other entity in which such Person holds 30% or more of the total issued and outstanding Equity Securities shall be counted 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 Companys Tenth Amended and Restated Memorandum and Articles of Association, as amended from time to time.

11. The term Auditor means an accounting firm retained by any Group Company to audit the annual financial statements of such 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 their Affiliates.

13. The term Board or Board of Directors means the Companys Board of Directors.

14. The term Business Day means any day, other than a Saturday, Sunday or other day on which the commercial banks in Beijing, Hong Kong, Singapore or the British Virgin Islands are authorized or required to be closed for the conduct of regular banking business.

15. The term CFC has the meaning ascribed to such term in Section 3.3(b).

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 16. The term Closing means the consummation of the sale and purchase of the Series D Preferred Shares (as defined in the Securities 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 limited liability 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 good faith by the Board (including the approval of the Majority Investor Directors) on an annual basis, provided that (i) there shall not be more than eight (8) entities on such list at any time, and (ii) only entities whose business is primarily engaging in businesses directly competitive to the business of the Company and that are not financial institutions or financial investors may be 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 contract or otherwise, which power or authority shall conclusively be presumed to exist upon possession of beneficial ownership or power to direct the vote of more than fifty percent (50%) of the votes entitled to be cast at a meeting of the members or shareholders of such Person 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.

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).

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 this Agreement.

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, share capital, registered capital, ownership interest, equity interest, any rights, options, or warrants to purchase or exercisable for any of the foregoing, or any securities of any type whatsoever that are, or may become, convertible into, exchangeable for or exercisable for any of the foregoing, including, without limitation, any convertible notes, of any other Person, as the context requires.

35. The term Exchange Act means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, or any comparable Law of any other jurisdiction in which the Companys Shares are subject 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 or Form F-3, as appropriate) or any registration form under the Securities Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 this Agreement.

41. The term Governmental Authority means the government of any nation, province, state, city, locality or other political subdivision of any thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, regulation or compliance, and any corporation or other entity owned or controlled, through share or capital 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 HK Company, any other direct or indirect Subsidiary of any Group Company, and any other entity whose financial statements are intended to be consolidated with those of the Company and are recorded on the books of the Company for financial reporting purposes 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 limited liability 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 Securities or any permitted assignee of record of such Registrable Securities to whom rights under Exhibit B have been duly assigned in accordance 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).

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 49. The term Investors has the meaning ascribed to such term in the Preamble to this Agreement.

50. The term IPO means any Group Companys first underwritten public offering of its equity interest and listing on an internationally-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 GOLDEN GROUP 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 the respective 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 or interpretation of any Governmental Authority and any injunction, judgment, order, decree, ruling, assessment, writ or arbitration award issued by any Governmental Authority.

58. The term Liquidation Event means (i) any consolidation, reorganization, amalgamation or merger of the Company and/or its Subsidiaries or shareholders of the Subsidiaries with or into any Person, Transfer of Shares by the Shareholders of the Company, or any other corporate reorganization or scheme of arrangement, including a sale or acquisition of Equity Securities of the Company and/or its Subsidiaries, in which the Shareholders of the Company or shareholders of the Subsidiaries immediately before such transaction own less than fifty percent (50%) of the voting power of the surviving company immediately after such transaction (excluding any transaction effected solely for tax purposes or to change the Companys domicile); (ii) a sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, 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 Companies of all or substantially all of the intellectual property of the Group Companies; (iv) Loss of Control; or (v) any other transaction having similar effects of any of the foregoing.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 59. The term Loss of Control means any termination of, unapproved amendment to or material breach of any contracts among the Group Companies designed to provide the Company with control over, and the ability to consolidate the financial statements of, direct or indirect Subsidiaries and/or controlled entities including, without limitation through the Cooperation Documents.

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 outstanding Ordinary 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 then outstanding 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 then outstanding Series D Preferred Shares or Conversion Shares (as defined in the Articles) (as adjusted for any share splits, share dividends, recapitalizations or the like).

64. The term Management Rights Letter means the Management Rights Letter dated as of the date of this Agreement between the 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 or indirectly, convertible, exercisable or exchangeable into or for Ordinary Shares, including without limitation the Preferred Shares 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.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 Ordinary Shares, or securities of any type whatsoever that are, or may become, convertible into, exchangeable for or exercisable for Ordinary 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, unincorporated organization, association, corporation, institution, public benefit corporation, entity or Governmental Authority or other entity of 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 Peoples Republic of China, which for purposes of this Agreement excludes Hong Kong, the Macau 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 and Series D Preferred Shares.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 85. The term Primavera means Ducati Investment Limited, Juneberry Investment Holdings Limited and/or their respective Affiliates.

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 Proposed Transfer.

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) the offering 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 the closing of such offering and (b) the Original Series D Issue Price (as defined in the Articles, and 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 (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 Majority Key Holders and approved by the Shareholders of the Company (which shall include approvals of the Majority Key Holders and the Majority Series D Shareholders); (ii) net offering proceeds to the Company, after deduction of underwriting discounts and Registration Expenses, of at least US$200,000,000, and (iii) the Equity Securities of the Company held by the Investors shall be transferable following such offering except as restricted by certain market stand-off period required under applicable Law.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 95. The term Recognized Exchange means the main board of the Stock Exchange of Hong Kong Limited, NASDAQ, New York Stock Exchange or another internationally recognized securities exchange agreed to by the Majority Preferred Shareholders.

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 registration statement 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 conversion of any Preferred Shares or any outstanding convertible notes, (2) any Ordinary Shares of the Company issued (or issuable upon the conversion or exercise of any warrant, right or other security which is issued) as a dividend or other distribution with respect to, or in exchange for or in replacement of, any Preferred Shares, and (3) any other Ordinary Shares owned or hereafter acquired by the Investors. Notwithstanding the foregoing, Registrable Securities shall exclude any Registrable Securities sold by a Person in a transaction in which rights under Exhibit B are not assigned in accordance with this Agreement and any Registrable Securities which are sold in a registered public offering under the Securities Act or analogous statute of another jurisdiction, 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 are Registrable Securities and are then issued and outstanding, issuable upon conversion of Preferred Shares then issued and outstanding or issuable upon conversion or exercise of any warrant, right or other security then outstanding, including any outstanding convertible notes.

100. The term Registration Expenses shall mean all expenses incurred by the Company in complying with Section 2, Section 3 and Section 4 of Exhibit B, including, without limitation, all registration and filing fees, printing expenses, fees, and disbursements 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 the compensation 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 any Group 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 by any Restricted Shareholder on the terms and conditions specified in the Proposed Transfer Notice and as further ascribed to such 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 the Securities Subscription Agreement.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 111. The term SEC means the United States Securities and Exchange Commission, or comparable regulatory authority in any other jurisdiction having oversight over the trading of the Companys 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 regulations promulgated 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.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 115. The term Selling Expenses shall mean all underwriting discounts and selling commissions applicable to the sale of Registrable 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 value of US$0.00002 per share, having the rights set forth in the Articles and this Agreement.

122. The term Series A-2 Preferred Shares means the Series A-2 Preferred Shares in the share capital of the Company, par value of 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, par value of US$0.00002 per share, having the rights set forth in the Articles and this Agreement.

124. The term Series A-3 Preferred Shares means the Series A-3 Preferred Shares in the share capital of the Company, par value 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.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 value of 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 value of 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 value of 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 value of 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 of US$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 Shares of the Company.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 139. The term Shares means (i) Ordinary Shares (whether now outstanding or hereafter issued in any context), (ii) Ordinary Shares issued or issuable upon conversion of the Preferred Shares, (iii) Ordinary Shares issued or issuable upon exercise or conversion, as applicable, of share options, warrants or other convertible securities of the Company, in each case now owned or subsequently acquired by any Key Holder, any Investor or other Shareholders, or their respective successors or permitted transferees or assigns, (iv) Preferred Shares, and (v) any shares of the Company issuable upon conversion of any outstanding convertible 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 the election of directors or (2) more than a fifty percent (50%) interest in the profits or capital of such Person are owned or controlled directly or indirectly by the subject entity or through one (1) or more Subsidiaries of the subject entity, (ii) any Person whose assets, or portions thereof, are consolidated with the net earnings of the subject entity and are recorded on the books of the subject entity for financial reporting purposes in accordance with U.S. GAAP or PRC GAAP, or (iii) any Person with respect to which the subject entity has the power to otherwise direct the business and policies of that entity directly or indirectly through another subsidiary. For the 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.

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 Share Restriction Agreement, the Management Rights Letter and any other agreements, instruments or documents entered into in connection 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).

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 147. The term United States person includes any citizen or resident (including Green Card holder) of the United States, any citizen or resident of another country that has been present in the United States for more than 183 days during the last three years (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 the 2nd preceding year), any partnership or corporation created or organized in the United States or under the law of the United States or of any State of the United States, any trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust, or (ii) one or more United States persons have authority to control all substantial decisions of the trust, and an estate other than an estate the income of which from sources outside the United States which 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 US federal 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 from time 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 this Agreement.

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 Companys Ordinary Shares in the United States and shall be entitled to reasonably analogous or equivalent rights with respect to any other offering of Company securities in any other jurisdiction pursuant to which the Company undertakes to publicly offer or list such securities 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 the Exchange Act shall be deemed to mean the equivalent registration in a jurisdiction other than the United States as designated by 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 of and 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 taking effect of a registration statement for the Companys 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 Act covering the registration of at least thirty percent (30%) of the Registrable Securities pursuant to this Section 2, then the Company 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 Securities Act of all Registrable Securities that the Holders request to be registered and included in such registration by written notice given by such Holders to the Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 2; provided that the Company shall not be obligated to effect any such registration if the Company has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 2 or Section 4 or in which the Holders had an opportunity to participate pursuant to the provisions of Section 3, other than a registration from which the Registrable Securities of the 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) or Section 3.2(b).

(a) If the Holders initiating the registration request under this Section 2 (the Initiating Holders) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company as a part of their request made pursuant to this Section 2 and the Company shall include such information in the Request Notice. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holders participation in such underwriting and the inclusion of such Holders Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company.

(b) Notwithstanding any other provision of this Section 2, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated (i) first, to the Holders on a pro rata basis according to the number of Registrable Securities then outstanding held by the Holders requesting registration and (ii) then, to the other Holders of Registrable Securities on a pro rata basis according to the number of Registrable Securities then outstanding held by each such Holder requesting registration; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other Person, including, without limitation, any Person who is an employee, officer or director of the Company or any Subsidiary of the Company; provided further, that at least thirty percent (30%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may 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 or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

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, a certificate signed by the president or chief executive officer of the Company stating that in the good faith judgment of the Board (including the approval of Majority Investor Directors), it would be materially detrimental to the Company and its Shareholders for such registration statement to be filed at such time, then the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period; provided further, that the Company shall not register any other of its Shares during such twelve (12) month period. A demand right shall not be deemed to have been exercised 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 registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company, but excluding registration statements relating to any registration under Section 2 or Section 3 of this Agreement or to any employee benefit plan or a corporate reorganization) and shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall within twenty (20) days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

(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 Holders Registrable Securities to be included in a registration pursuant to this Section 3 shall be conditioned upon such Holders participation in such underwriting and the inclusion of such Holders Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting.

(b) Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting shall be allocated, first, to the Company, second, to each of the Investor requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the total number of shares of Registrable Securities then held by each Investor, third, to the other Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the total number of shares of Registrable Securities then held by each such Holder and fourth, to holders of other securities of the Company; 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 Registrable Securities included in any such registration is not reduced below thirty percent (30%) of the aggregate number of shares of Registrable Securities for which inclusion has been requested; and (ii) all shares that are not Registrable Securities and are held by any other Person, including, without limitation, any Person who is an employee, officer or director of the Company (or any Subsidiary of the Company) shall first be excluded from such registration and underwriting before any Registrable Securities are so excluded, unless otherwise approved by the holders of a majority of the Registrable Securities. If any Holder disapproves of the terms of any such underwriting, such Holder may 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 or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

Registration pursuant to this Section 3 shall not be deemed to be a demand registration as described in Section 2 above. There shall 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 a written request or requests that the Company effect a registration on Form F-3 (or an equivalent registration in a jurisdiction outside of the United States) and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, then the Company will:

4.1 Notice.

Promptly give written notice of the proposed registration and the Holders or Holders request therefor, and any related qualification 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 as would permit or facilitate the sale and distribution of all or such portion of such Holders or Holders Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within twenty (20) days after the Company provides the notice 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:

(b) if the Holders, together with the holders of any other Equity Securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of 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 the Company stating that in the good faith judgment of the Board of Directors of the Company (including the approval of Majority Investor Director), it would be materially detrimental to the Company and its Shareholders for such Form F-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form F-3 registration statement no more than once during any twelve (12) month period for a period of not more than sixty (60) days after receipt of the request of the Holder or Holders under this Section 4; provided that the Company 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 registration under 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 a general 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 otherwise provided herein, there shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 4.

4.4 Underwriting.

If the Holders of Registrable Securities requesting registration under this Section 4 intend to distribute the Registrable Securities 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 Selling Expenses) shall be borne by the Company. Each Holder participating in a registration pursuant to Section 2, Section 3 or Section 4 shall bear such Holders proportionate share (based on the total number of shares sold in such registration other than for the account of the Company) of all Selling Expenses or other amounts payable to underwriter(s) or brokers, in connection with such offering by the Holders. Notwithstanding the foregoing, the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered, unless the Holders of a majority of the Registrable Securities then outstanding agree that such registration constitutes the use by the Holders of one (1) demand registration pursuant to Section 2 (in which case such registration shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration); provided further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company not known to the Holders at the time of their request for such registration and have withdrawn their request for registration with reasonable promptness after learning of such material adverse change, then the Holders shall not be required to pay any of such expenses and such registration shall not constitute the use of a demand registration pursuant to Section 2.

6. Obligations of the Company.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Whenever required to effect the registration of any Registrable Securities under this Agreement the Company shall, as expeditiously 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 to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to ninety (90) days or, in the case of 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 securities included in such registration at the request of the underwriter(s), and (ii) in the case of any registration of Registrable Securities on 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.

Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect 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 the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition 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 or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions unless the Company is already subject to service in such jurisdiction and except as may 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 in usual and customary form, with the managing underwriter(s) of such offering.

Notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of (i) the issuance of any stop order by the SEC in respect of such registration statement, or (ii) the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein 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 Registrable Securities are delivered to the underwriter(s) for sale, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and (ii) letters dated as of (1) the effective date of the registration statement covering such Registrable Securities and (2) the closing date of the offering from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration 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 or Section 4 that the selling Holders shall furnish to the Company such information regarding themselves, the Registrable Securities held by them and the intended method of disposition of such securities as shall be required to timely effect the Registration 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:

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 such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other United States federal or state Law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are 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, including any 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 the statements therein not misleading; or

(c) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any United States federal or state securities Law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any United States 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 Person from any losses, penalties, judgements, suits, costs, claims, damages, liabilities and legal or other expenses reasonably incurred by 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 such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written 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.

To the extent permitted by Law, each selling Holder will, if Registrable Securities held by Holder are included in the securities as to which such registration qualifications or compliance is being effected, indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the registration statement, each Person, if any, who controls the Company within the meaning of the Securities Act, any underwriter and any other Holder selling securities under such registration statement or any of such other Holders partners, directors, officers, legal counsel or any Person who controls such Holder within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer, legal counsel, controlling person, underwriter or such other Holder, partner or director, officer or controlling person of such other Holder may become subject under the Securities Act, the Exchange Act or other United States federal or state Law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration; and each such Holder will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter or other Holder, partner, officer, director or controlling person 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 of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; and provided further, that in no event shall any indemnity under this Section 8.2 exceed the net 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 (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnified party under this Section 8, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying 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 the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential conflict of interests between such indemnified party and any other Party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall relieve such indemnifying party of liability to the indemnified party under this Section 8 to the extent the indemnifying party is prejudiced as a result thereof, but the omission to so deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 8.

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 the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 8 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any indemnified party in circumstances for which indemnification is provided under this Section 8; then, and in each such case, the indemnified party and the indemnifying Party will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that a Holder (together with its related Persons) is responsible for the portion represented by the percentage that the public offering price of its Registrable Securities offered by and sold under the registration statement bears to the public offering price of all securities offered by and sold under such registration statement, and the Company and other selling Holders are responsible for the remaining portion. The relative fault of the indemnifying Party and of the indemnified party shall be determined by a court of law by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying Party or by the indemnified party and the Parties relative intent, knowledge, access to 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 such Registrable Securities offered and sold by such Holder pursuant to such registration statement; and (B) no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any 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 Registrable Securities in a registration statement, regardless of the expiration of any statutes of limitation or extensions of such statutes. No indemnifying 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 the giving 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, the Company covenants and agrees that it shall not grant, or cause or permit to be created, for the benefit of any Person or entity any registration rights of any kind (whether similar to the demand, piggyback or Form F-3 registration rights described in this Exhibit B, or otherwise) relating to any securities of the Company which are senior to, or on a parity with, those granted to the 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 sale of the Registrable Securities to the public without registration or pursuant to a registration on Form F-3, after such time as a public 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, at all times after the effective date of the first registration under the Securities Act filed by the Company for an offering of its securities 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 the Exchange 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 by the Company as to its compliance with the reporting requirements of Rule 144 (at any time after ninety (90) days after the effective date of the Companys IPO), the Securities Act and the Exchange Act (at any time after it has become subject to such

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document reporting requirements) or its qualification as a registrant whose securities may be resold pursuant to Form F-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents of the Company as a Holder may reasonably request in availing itself of any rule or regulation of the SEC that permits the selling of any such securities without registration or pursuant to Form F-3.

Each Shareholder agrees that, so long as it holds any voting securities of the Company, upon request by the Company or the underwriters managing the IPO of the Companys securities, it will not sell or otherwise transfer or dispose of any securities of the 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 the representative of the underwriters not to exceed one hundred and eighty (180) days from the effective date of the registration statement covering such IPO or the pricing date of such offering as may be requested by the underwriters. The foregoing provision of this Section 11 shall not apply to the sale of any securities of the Company to an underwriter pursuant to any underwriting agreement, and shall only be applicable to the Holders if all officers, directors and holders of one percent (1%) or more of the Companys outstanding share capital enter into similar agreements, and if the Company or any underwriter releases any officer, director or holder of one percent (1%) or more of the Companys outstanding share capital from his or her sale restrictions so undertaken, then each Holder shall be notified prior to such release and shall itself be simultaneously released to the same proportional extent. The Company shall require all future acquirers of the Companys securities holding at least one percent (1%) of the then outstanding share capital of the Company to execute prior to the IPO a market stand-off agreement containing substantially similar provisions as those contained in this Section 11. The Company and the Key Holders shall take all steps consistent with requirements of Law to minimize the foregoing market stand-off period for the Investors.

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 Eighth Amended 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 defined in the Shareholders Agreement) in the capital of the Company and in accordance with the Shareholders Agreement has agreed to 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 of the Company.

NOW, THEREFORE, the Parties hereby agree as follows:

In this Assumption Agreement, except as the context may otherwise require, all words and expressions defined in the Shareholders 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 or who may hereafter become bound by the Shareholders Agreement, and to the Company itself, to adhere to and be bound by all the duties, burdens and obligations of a Party holding [Ordinary Shares] [Preferred Shares] imposed pursuant to the provisions of the Shareholders Agreement and all documents expressed in writing to be supplemental or ancillary thereto as if the [New Investor][New Key Holder] had been an original party to the Shareholders Agreement as a [Investor][ Key Holder] since the date thereof.

3. ENFORCEABILITY

Each existing Investor, Key Holder and the Company shall be entitled to enforce the Shareholders Agreement against the [New Investor][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 been an original party to the Shareholders Agreement since the date hereof.

This Assumption Agreement shall be governed by and construed under the Law of Hong Kong, without regard to principles of conflicts of law thereunder.

5. COUNTERPARTS

This Assumption Agreement may be signed in any number of counterparts which together shall form one and the same agreement.

6. FURTHER ASSURANCE

Each Party agrees to take all such further action as may be reasonably necessary to give full effect to this Assumption Agreement 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 or interpreting this Agreement.

[Remainder of page intentionally left blank]

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document IN WITNESS whereof the parties have executed and delivered this Assumption Agreement on the day and year first hereinbefore mentioned.

COMPANY: PHOENIX TREE HOLDINGS LIMITED

By: Name: Capacity: Address: Fax:

[NEW INVESTOR:] [NEW KEY HOLDER:]

By: Name: Title:

[SIGNATURE PAGE TO ASSUMPTION AGREEMENT]

LIST OF COMPETITORS

LIST OF ANT RESTRICTED PERSONS

Our ref KKZ/739735-000005/15415017v3

Phoenix Tree Holdings Limited Room 212, Chao Yang Shou Fu 8 Chao Yang Men Nei Street Dongcheng District Beijing 100010 Peoples 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 the Companys 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 by the Company of certain American depositary shares (the ADSs) representing the Companys Class A ordinary shares of par value US$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 Cayman Islands.

1.2 The tenth amended and restated memorandum and articles of association of the Company as adopted by a special resolution dated 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 a special resolution passed on 28 October 2019 and effective immediately prior to the completion of the Companys initial public 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 28 October 2019 (the EGM).

1.6 A certificate from a director of the Company, a copy of which is attached hereto (the Directors Certificate).

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 of this opinion letter. These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. In giving these opinions we have relied (without further verification) upon the completeness and accuracy, as of the date of this opinion letter, of the Directors Certificate and the Certificate of Good Standing. We have also relied upon the following assumptions, which we 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 final forms 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 out below.

3 Opinion

Based upon the foregoing and subject to the qualifications set out below and having regard to such legal considerations as we deem relevant, 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 good standing 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 Companys initial public offering of the ADSs representing the Shares, US$1,000,000 divided into 50,000,000,000 shares of a par value of US$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.

3.3 The issue and allotment of the Shares have been duly authorised and when allotted, issued and paid for as contemplated in the Registration Statement, the Shares will be legally issued and allotted, fully paid and non-assessable. As a matter of Cayman law, 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 that they constitute statements of Cayman Islands law, are accurate in all material respects and that such statements constitute our opinion.

4 Qualifications

In this opinion the phrase non-assessable means, with respect to shares in the Company, that a shareholder shall not, solely by virtue of its status as a shareholder, be liable for additional assessments or calls on the shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion or otherwise with respect to the commercial terms 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 the headings Enforceability of Civil Liabilities, Taxation and Legal Matters and elsewhere in the prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required 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

______2019

To: Maples and Calder (Hong Kong) LLP 53/F, The Center 99 Queens Road Central Central, 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) in relation to certain aspects of Cayman Islands law. Capitalised terms used in this certificate have the meaning given to them in the Opinion. 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 adopting the 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 and Articles. The resolutions set out in the Board Minutes were duly passed in the manner prescribed in the Pre-IPO Memorandum and Articles (including, without limitation, with respect to the disclosure of interests (if any) by the board of directors of the Company) 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 at which 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 and Articles 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$0.00002 each, comprising of (i) 1,051,493,148 Ordinary Shares of US$0.00002 par value each; (ii) 118,750,000 Series A-1 Preferred Shares 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 of US$0.00002 par value each; (vi) 183,823,115 Series B-1 Preferred Shares of US$0.00002 par value each; (vii) 141,000,686 Series B-2 Preferred Shares of US$0.00002 par value each; (viii) 27,155,688 Series C-1 Preferred Shares of US$0.00002 par value each; (ix) 424,519,909 Series C-2 Preferred Shares of US$0.00002 par value each and (x) 136,474,737 Series D Preferred Shares of US$0.00002 par value each.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 5 The authorised share capital of the Company, with effect immediately prior to the completion of the Companys initial public offering of the ADSs representing the Shares, will be US$1,000,000 divided into 50,000,000,000 shares of a par value of US$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 no contractual or other prohibition (other than as arising under Cayman Islands law) binding on the Company prohibiting it from issuing 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, Jing Cui, Yan Shen, Boyang Li, Wenbiao Liu, Erhai Chen, Xian Gang, Ji Wang, Pengfei Wang, William

8 The board of directors of the Company at the date hereof are as follows:

Gao, Jing Cui, Yan Shen, Boyang Li, Wenbiao Liu, Erhai Chen, Xian Gang, Ji Wang, William

9 Each director of the Company considers the transactions contemplated by the Registration Statement to be of commercial benefit to the Company and has acted bona fide in the best interests of the Company, and for a proper purpose of the Company in 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 Company taken any steps to have the Company struck off or placed in liquidation, nor have any steps been taken to wind up the Company. Nor has any receiver been appointed over any of the Companys property or assets.

11 Upon the completion of the Companys initial public offering of the ADSs representing the Shares, the Company will not be subject to the requirements of Part XVIIA of the Companies Law (2018 Revision).

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 shall have previously notified you personally to the contrary.

[signature page follows]

Name:

Title: Director

[Signature Page to the Directors Certificate (Exhibit 5.1 Opinion) of Phoenix Tree Holdings Limited]

Simpson Thacher & Bartlett LLP

425 LEXINGTON AVENUE NEW YORK, NY 10017-3954

TELEPHONE: +1-212-455-2000 FACSIMILE: +1-212-455-2502

, 2019

Phoenix Tree Holdings Limited Room 212, Chao Yang Shou Fu 8 Chao Yang Men Nei Street Dongcheng District, Beijing 100010 Peoples 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 connection with the Registration Statement on Form F-1 (the Registration Statement) filed by the Company with the U.S. Securities and Exchange Commission (the Commission) under the U.S. Securities Act of 1933, as amended, relating to the issuance by the Company of Class A ordinary shares, par value US$ 0.00002 per share (the ordinary shares), which will be represented by American depositary shares (ADSs) evidenced by American depositary receipts.

We have examined the Registration Statement (including the prospectus contained therein (the Prospectus)) and a form of deposit agreement among the Company, Citibank, N.A., as depositary, and holders from time to time of ADSs (the Deposit Agreement), including a related form of American depositary receipt. In addition, we have examined, and have relied as to matters of fact upon, originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such other investigations as we have deemed relevant and necessary in connection with the opinion hereinafter set forth. In rendering the opinion set forth below, we have assumed the accuracy of the factual matters described in the Registration Statement. We have also assumed that the Deposit Agreement will be executed in the form reviewed by us, that the Deposit Agreement will be a valid and legally binding 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.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document In rendering the opinion set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to 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, we hereby confirm that the discussion set forth in the Prospectus under the caption Taxation Certain United States Federal Income Tax Considerations, insofar as such discussion relates to matters of United States federal income tax law, constitutes our opinion as to the United States federal income tax consequences to United States Holders (as such term is defined in the Prospectus) of the ownership and disposition of the ADSs and ordinary shares.

We note that, because the determination of the Companys status as a passive foreign investment company (a PFIC) for United States federal income tax purposes is based on an annual determination that cannot be made until the close of a taxable year, and involves extensive factual investigation, we do not express any opinion herein with respect to the Companys PFIC status in any taxable year.

We do not express any opinion herein concerning any law other than the United States federal income tax law.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document We hereby consent to the filing of this opinion letter as Exhibit 8.1 to the Registration Statement and to the use of our name under the caption Taxation in the Prospectus.

Very truly yours,

SIMPSON THACHER & BARTLETT LLP

PHOENIX TREE HOLDINGS LIMITED

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 Companys business by offering these individuals or entities an opportunity to acquire a proprietary interest in the success of the Company, or to increase this interest 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 as defined 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 and appointed 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-2 promulgated under the Exchange Act.

c) Applicable Laws means the applicable legal requirements relating to this Plan and the Options under applicable provisions of federal or national securities and corporate laws, state corporate and securities laws, the Code, the rules of any applicable stock exchange or national market system, and the rules of any jurisdiction applicable to Options granted to residents therein.

d) Assumed means that pursuant to a Corporate Transaction either (i) an Option is expressly affirmed by the Company or (ii) the contractual obligations represented by an Option are expressly assumed (and not simply by operation of law) by the successor entity or its Parent in connection with the Corporate Transaction with appropriate adjustments to the number and type of securities of the successor entity or its Parent subject to the Option and the exercise or purchase price thereof which at least preserves the compensation element of the Option existing at the time of the Corporate Transaction as determined 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 the Company (as amended).

f) Antfin Director means the director appointed by Antfin (Hong Kong) Holding Limited and/or its Affiliates 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 and administrating this Plan, shall include the Majority Investor Directors, namely three (3) out of the five (5) Investor Directors.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document h) Cause means, with respect to the termination by the Company or a Related Entity of the Grantees Continuous Service, that such termination is for Cause as such term is expressly defined in a then-effective written agreement between the Grantee and the Company or such Related Entity, or in the absence of such then-effective written agreement and definition, is based on, in the determination of the Administrator, the Grantees: (i) performance of any act or failure to perform any act in bad faith and to the detriment of the Company or a Related Entity; (ii) dishonesty, intentional misconduct or material breach of any agreement with the Company or a Related Entity (including without limitation, the employment agreement, confidentiality agreement and non-compete agreement); (iii) material fault caused by Grantee resulting in significant damages to the Company; or (iv) commission of a crime involving dishonesty, breach of trust, or physical or emotional harm to any person.

i) Change in Control means a change in ownership or control of the Company effected through the following transactions: the direct or indirect acquisition by any person or related group of persons (other than an acquisition from 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-3 of the Exchange Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Companys outstanding securities pursuant to a tender or exchange offer made directly to the Companys shareholders which a 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 its affiliated 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 validly existing under the laws of the Cayman Islands or any successor corporation that adopts this Plan in connection with a Corporate Transaction.

m) Consultant means any person (other than an Employee or a Director, solely with respect to rendering services in such persons capacity as an Employee or Director) who is engaged by the Company or any Related Entity to render 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 any capacity of Employee, Director or Consultant is not interrupted or terminated. In jurisdictions requiring notice in advance of an effective termination as an Employee, Director or Consultant, Continuous Service shall be deemed terminated upon the actual cessation of providing services to the Company or a Related Entity notwithstanding any required notice period that must be fulfilled before a termination as an Employee, Director or Consultant can be effective under Applicable Laws. A Grantees Continuous Service shall be deemed to have terminated either upon an actual termination of Continuous Service or upon the entity for which the Grantee provides services ceasing to be a Related Entity. Continuous Service shall not be considered interrupted in the case of (i) any approved leave of absence, transfers among the Company, any Related Entity, or any successor, in any capacity of Employee, Director or Consultant, or (iii) any change in status as long as the individual remains in the service of the Company or a Related Entity in any capacity of Employee, Director or Consultant (except as otherwise provided in the Option Agreement). An approved leave of absence shall include sick leave, military leave, or any other authorized personal leave.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document o) Corporate Transaction means any of the following transactions, provided, however, that the Administrator shall determine under parts (iv) and (v) whether multiple transactions are related, and its determination shall be final, binding and conclusive:

(i) a merger or consolidation in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the jurisdiction in which the Company is incorporated;

(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, but not 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 the merger into other property, whether in the form of securities, cash or otherwise, or (B) in which securities possessing more than fifty percent (50%) of the total combined voting power of the Companys outstanding securities are transferred to a person or persons different from those who held such securities immediately prior to such merger or the initial transaction culminating in such merger, but excluding any such transaction or series of related transactions that the Administrator determines shall not be a Corporate Transaction; 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 Companys outstanding securities but excluding any such transaction or series of related transactions that the Administrator determines shall not be a Corporate Transaction.

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.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document r) Disability means as defined under the long-term disability policy of the Company or the Related Entity to which the Grantee provides services regardless of whether the Grantee is covered by such policy. If the Company or the Related Entity to which the Grantee provides service does not have a long-term disability plan in place, Disability means that a Grantee is unable to carry out the responsibilities and functions of the position held by the Grantee by reason of any medically determinable physical or mental impairment for a period of not less than ninety (90) consecutive days. A Grantee will not be considered to have incurred a Disability unless he or she furnishes proof of such impairment sufficient to satisfy the Administrator in its discretion.

s) Drag-Along Event means a merger, sale of control, sale or exclusive license of all or substantially all of the Companys assets or any transaction in which 50% or more of the voting power of the Company is transferred to a bona fide third party.

t) Employee means any person, including an Officer or Director, who is in the employ of the Company or any Related Entity, subject to the control and direction of the Company or any Related Entity as to both the work to be performed and the manner and method of performance. The payment of a directors fee by the Company or a Related Entity shall 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, as specified 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 of the securitys closing prices on such exchange over the thirty (30) day period ending one (1) day prior to the distribution, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

(ii) If the Shares are traded over-the-counter, the value shall be deemed to be the average of the closing bid prices over the thirty (30) day period ending three (3) days prior to the distribution as reported in The 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 the Company in the nearest round of financing, which shall be determined by the Administrator in good faith. If the valuation of the Company then effective is significantly higher or lower than the calculation formula provided in the previous sentence, then the Administrator shall have the right to determine the Fair Market Value for the Shares. Notwithstanding any provisions in this Plan to the contrary, the Fair Market Value determined by the Administrator shall be final and binding.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be adjusted to make an appropriate discount from the market value determined as above in sub-clauses (i), (ii) or (iii) to reflect the fair market value thereof as determined in good faith by the Administrator, 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 Peoples Republic of China.

z) Investor Directors means collectively, Joy Director, CMC Director, Kaiwu Director, Tiger Director and Antfin Director );

aa) IPO means the initial public offering of the Company or an entity organized for the purposes of effecting an 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 affiliated entities) 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 serve on 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 of Section 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 the Company 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 rights and restrictions set out in the Articles.

hh) Parent means a parent corporation, whether now or hereafter existing, as defined in Section 424(e) of the Code.

ii) Plan means this Amended and Restated 2017 Stock Incentive Plan, as amended form time to time.

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 holds a substantial ownership interest, directly or indirectly.

ll) Replaced means that pursuant to a Corporate Transaction an Option is replaced with a comparable share or stock award or a cash incentive program of the Company, the successor entity (if applicable) or Parent of either of them which preserves the compensation element of such Option existing at the time of the Corporate Transaction and provides for subsequent payout in accordance with the same (or a more favorable) vesting schedule applicable to such Option. The determination of an Option comparability shall be made by the Administrator and its determination shall be final, binding and conclusive.

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 regulations promulgated 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 the securities of any Subsidiary of the Company.

rr) Subsidiary means a subsidiary corporation, whether now or hereafter existing, as defined in Section 424(f) of the Code.

ss) Tiger Director means the director appointed by Internet Fund IV Pte. Ltd. and/or its affiliated entities to serve 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 Shares which may be issued pursuant to Options shall not exceed 274,226,921 Shares (proportionally adjusted to reflect any share dividends, splits, combination, reclassification or similar transactions). The number of Shares that are subject to the Options outstanding under this Plan at any time shall not exceed the aggregate number of the Shares that then remain available for issuance under this Plan. The Company, during the term of this Plan, shall at all times reserve and keep available sufficient Shares to satisfy the requirements of outstanding Options granted under this Plan.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document b) Additional Shares. The Shares that actually have been issued under this Plan pursuant to the Options, which are forfeited, canceled or expire, shall be returned to this Plan and shall become available for future issuance under this Plan. If Options are cancelled, forfeited, terminated or repurchased by the Company, such Options shall become available for future grant under this Plan. To the extent not prohibited by Section 422(b)(1) of the Code (and the corresponding regulations thereunder), the listing requirements of any established stock exchange or national market system on which the Shares are traded and Applicable Laws, any Shares covered by the Options which are surrendered (i) in payment of the Options exercise or purchase price or (ii) in satisfaction of tax withholding obligations incident to the exercise of the Options shall be deemed not to have been issued for purposes of determining the maximum number of Shares which may be 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, the Administrator 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 each grant 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 limited to, the Exercise Price, the time or times when Options may be exercised (which may be based on performance criteria), the time or times when repurchase or redemption rights shall lapse, any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Options or the 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 for awards of the same type or different type which may have lower Exercise Price and different terms or cash based in each case on terms and conditions determined by the Administrator in its sole discretion;

(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 withhold from the Shares to be issued under the Options such number of Shares having a Fair Market Value equal to the minimum amount required to be withheld;

(x) to modify or amend each Option, including, without limitation, the discretionary authority to extend the post-termination exercisability of an Option longer than is otherwise provided for in an Option Agreement or accelerate the vesting or exercisability of an Option;

(xi) to amend the terms of any outstanding Option granted under this Plan, provided that any amendment that would adversely affect the Grantees rights under an outstanding Option shall not be made without the Grantees written consent;

(xii) to construe and interpret the terms of this Plan and the Options, including without limitation, any notice 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 deems appropriate.

c) Delegation of Authority to Officer. The Chief Executive Officer of the Company (the CEO) is hereby authorized by the Board to exercise all the powers and rights of an Administrator listed under subsection 4(b) above other than items (vi) and (viii) in dealing with stock incentive matters under this Plan other than concerning himself or herself.

d) Effect of Administrators Decision. All determinations, interpretations and constructions made by the Board 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 the Board or as the CEO to whom authority to act for the Board, the Administrator or the Company is delegated shall be defended and indemnified by the Company to the extent permitted by law on an after-tax basis against all reasonable expenses, 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 a party by reason of any action taken or failure to act under or in connection with this Plan, or any Option granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by the Company) 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 that such 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 Companys expense to defend the same.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 5. Eligibility. Options may be granted to Employees, Directors and Consultants. An Employee, Director or Consultant who 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) months in 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 the Grantee and the Company. Each Option shall be subject to all applicable terms and conditions of this Plan and may be subject to any other terms and conditions that are not inconsistent with this Plan and that the Administrator deems appropriate for inclusion in an Option Agreement. The provisions of the various Option Agreements entered into under this Plan need not to be 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, rights of 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 be applicable 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 as specified 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 a Related Entity acquiring another entity, an interest in another entity or an additional interest in a Related Entity whether by merger, 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 the purpose of issuing particular forms of awards to one or more classes of Grantees on such terms and conditions as determined by the Administrator from time to time.

(e) Term of Option. The term of each Option shall be the term stated in the Option Agreement.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (f) Transferability of Options. Subject to the Applicable Laws, Options shall be transferable (i) by will and by the laws of descent and distribution and (ii) during the lifetime of the Grantee, to the extent and in the manner authorized by the Administrator, on the condition that the successors permitted to be transferred Options from Grantees shall enter an agreement in written to comply with the terms and conditions set forth in this Plan and Option Agreement. Notwithstanding the foregoing, the Grantee may designate one or more beneficiaries of the Grantees Option in the event of the Grantees death on a beneficiary designation form provided by the Administrator. Except for foresaid circumstances, Grantee shall not assign 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 the Option Agreement is executed between the Company and the Grantee, or such other date as is determined by the Administrator.

7. Option Exercise, Consideration and Withholding Taxes.

(a) Exercise Price. Each Option Agreement shall specify the Exercise Price. The Exercise Price of an Option shall be determined by the Administrator in its sole discretion. The Exercise Price may be amended or adjusted in the absolute discretion of the Administrator, the determination of which shall be final, binding and conclusive. For the avoidance of doubt, to the extent not prohibited by Applicable Laws (including any applicable exchange rules), a downward adjustment of the Exercise Price of the Options mentioned in the preceding sentence shall be effective without the approval of the Companys 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 upon exercise or purchase of the Options including the method of payment, the timing of payment, shall be determined by the Administrator.

(c) Withholding Taxes. No Shares shall be delivered under this Plan to any Grantee or other person until such Grantee or other person has made arrangements acceptable to the Administrator for the satisfaction of any income and employment tax withholding obligations under any Applicable Laws. Upon exercise of an Option the Company shall withhold or collect from Grantee an amount sufficient to satisfy such tax obligations by any of the following means or by a combination of such means: (i) causing the Grantee to tender a cash payment; (ii) withholding Shares from the Shares issued or otherwise issuable to the Grantee in connection with the Option; provided, however, that no Shares are withheld with a value exceeding the minimum amount of tax required to be withheld by law (or such lesser amount as may be necessary to avoid classification of the Option as a liability for financial accounting purposes); (ii) withholding cash from an Option settled in cash; (iv) withholding payment from any amounts otherwise payable to the Grantee; or (v) which may be set forth in the Option Agreement.

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 and under such conditions as determined by the Administrator under the terms of this Plan and specified in the Option Agreement.

(ii) An Option shall be deemed to be exercised when written notice of such exercise has been given to the Company in accordance with the terms of the Option by the person entitled to exercise the Option and full payment for the Shares with respect to which the Option is exercised.

(b) Vesting Schedule. Subject to the Grantees Continuous Service and other limitations set forth in this Plan and 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 first twenty-five percent (25%) of the Options shall vest on the expiry date of a twelve (12)-month period following the

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Date of Grant, and the remaining seventy-five percent (75%) Options shall vest in equal monthly installments over the following three (3) years commencing from the vesting date of the first installment. If the Termination of a Grantees 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 the circumstances 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 Administrator pursuant to this Plan. The Board of Directors may publish the performance KPI target for each fiscal year at the beginning of the respective fiscal year and review the performance of respective Grantee (as applicable) at the year end and the vesting shall be subject to the satisfaction of the performance KPI. The Administrator may, in its sole discretion, allow partial vesting of each installment of the Options subject to vesting in respect of the particular vesting 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 Company may, in its sole discretion and by giving a notice to the Grantee, forfeit up to 80% of the unvested Options as of the date of such notice:

(i) the Grantee is reassigned to a different position at the same level within the Company or any Related 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 on the performance review ranking system.

(i) In the event of termination of a Grantees Continuous Service, any Option that is not vested on the date of termination of such Grantees Continuous Service shall be immediately terminated, cancelled and forfeited on such date, unless the Administrator determines otherwise.

(ii) If the termination of a Grantees Continuous Service is not for Cause (including by reasons of his or 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 exercised within ninety (90) days after the cessation of the Continuous Service and the Grantee shall remain bound by this Plan and the agreement of such securities (including the Shareholders Agreement and the Option Agreement), and all 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) the Company may repurchase or redeem the Shares held by such Grantee at the per share price of the higher of (x) the Fair Market Value or (y) the Exercise Price of such Option. All of the Companys outstanding redemption rights under this section are assignable by the Company at any time and shall remain in full force and effect in the event of a Change in Control.

(iv) If at any time the Grantees Continuous Service with the Company or its Related Entities is terminated for Cause, (i) any Option that is vested but not exercised on the date of termination of the Grantees Continuous Service shall be immediately terminated, canceled and forfeited on such date, unless the Administrator determines otherwise; and (ii) the Company shall have the right (but not the obligation) to require the Grantee to sell or redeem portion or all of the Shares held by the Grantee at the per share price of the lower of (x) the Fair Market Value 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 Employee Redemption, the Grantee shall remain bound by this Plan and the agreement of such securities (including the Shareholders Agreement and the Option Agreement). All of the Companys outstanding repurchase rights under this section are assignable by the Company at any time and shall remain in full force and effect in the event of a Change in Control.

(v) Notwithstanding any other provision of this Plan, no Option which has not vested at the time of cessation of Continuous Service shall ever be or become exercisable. No provision of this Section 8 is intended to or shall permit the exercise of an Option to the extent such Option is not exercisable upon cessation of Continuous Service.

(vi) Restriction on Exercise. Unless otherwise approved by the Administrator, the Options may not be exercised before the consummation of an IPO or a Corporate Transaction of the Company, and in connection with an IPO of the Company, any sale or transfer of Shares by the Grantee shall be subject to a one-hundred eighty (180)-day lock-up period (as provided in the Option Agreement) and the Company shall retain the right of first refusal with respect to any sale or transfer of Shares by the Grantee.

(a) Shares shall not be issued pursuant to the exercise of the Options unless the exercise of such Options and the issuance and delivery of such Shares pursuant thereto shall comply with all Applicable Laws, and shall be further subject to the approval of counsel for the Company with respect to such compliance. The grant of the Option, the Grantees ability to exercise the Option and sale of the Shares shall all be contingent upon the Company, a Related Entity or the Grantee obtaining approval from or filing with the competent SAFE authority for the related foreign exchange transaction. The proceeds 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 to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares, and that the exercise of the Option by, and the delivery of Shares to the Grantee 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 current CEO of the Company to exercise the voting rights with respect to the Shares and the Company may require the person exercising such Option to acknowledge and agree to be bound by the provisions of the Shareholders Agreement entered into by 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 and entrust a person or entity as designated by the Administrator to hold the Shares issuable to the Grantee upon exercise of the Option 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, the number of Shares covered by each outstanding Option, and the number of Shares which have been authorized for issuance under this Plan but as to which no Options have yet been granted or which have been returned to this Plan, the exercise or purchase price of each such outstanding Option, the maximum number of Shares with respect to which Options may be granted to any Grantee in any fiscal year of the Company, as well as any other terms that the Administrator determines require adjustment shall be proportionately adjusted for (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 the number of issued Shares effected without receipt of consideration by the Company, or (iii) as the Administrator may determine in its discretion, 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) or any similar transaction; provided, however that conversion of any convertible securities of the Company shall not be deemed to have been effected without receipt of consideration. Such adjustment shall be made by the Administrator and its determination shall be final, binding and conclusive. Except as the Administrator determines, no issuance by the Company of shares of any class, or securities convertible into shares of any class, shall affect, and no adjustment by reason hereof shall be made with respect to, the number or price of Shares subject to Options. In the event of a Spin-off Transaction, the Administrator may in its discretion make such adjustments and take 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 outstanding Options, (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 be obligated to make any such adjustments or take any such action hereunder.

(a) Termination of Option to the Extent Not Assumed in Corporate Transaction. Effective upon the consummation of a Corporate Transaction, all outstanding Options under this Plan shall terminate. However, all such Options shall not terminate to the extent they are Assumed in connection with the Corporate Transaction as so determined by the Board.

(b) Acceleration of Option Upon Corporate Transaction or Change in Control.

(i) Corporate Transaction. Except as provided otherwise in an individual Option Agreement, in the event of a Corporate Transaction, for the Options that are neither Assumed nor Replaced, the Administrator shall determine whether such Options shall automatically become fully vested and exercisable and be released from any repurchase or forfeiture rights (other than repurchase rights exercisable at Fair Market Value) for all of the Shares at the time represented by such Options, immediately prior to the specified effective date of such Corporate Transaction, provided that the Grantees Continuous Service has not terminated prior to such date. The Options that are not Assumed shall terminate under subsection (a) of this Section 11 to the extent not exercised prior to the consummation of such Corporate Transaction.

(ii) Change in Control. Except as provided otherwise in an individual Option Agreement, in the event of a Change in Control (other than a Change in Control which also is a Corporate Transaction), the Administrator shall determine whether provision will be made in connection with the Change in Control for an appropriate assumption of the Option theretofore granted under this Plan (which assumption may be effected by means of a payment to each Grantee (by the Company or any other person or entity involved in the Change in Control), in exchange for the cancellation of the Options held by such Grantee, of the difference between the then Fair Market Value of the aggregate number of shares then subject to such Options and the aggregate Exercise Price that would have to be paid to acquire such shares) or for substitution of appropriate new options covering stock of a successor corporation to the Company or stock of an affiliate of such successor corporation. If the Administrator determines that such an assumption or substitution will be made, the Administrator shall further determine whether each Option which is at the time outstanding under this Plan shall automatically become fully vested and exercisable and be released 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 time represented by such Option, provided that the Grantees Continuous Service has not terminated prior to such date.

(a) Plan Term. This Plan shall become effective upon its adoption by the Board. The Board may at any time amend, suspend or terminate this Plan. Unless terminated sooner by the Board, this Plan will automatically terminate on the th day that is the tenth (10 ) anniversary of its effective date. No Options may be granted under this Plan when this Plan is suspended or terminated.

(b) No Impairment of Rights. No suspension or termination of this Plan (including termination of this Plan under 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 of Shares 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, which authority is deemed by the Companys counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall 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, and so 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 power of attorney to transfer his/her Shares and to do and carry out all other acts and to sign all other documents that are necessary or advisable 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 any agreements with any underwriter, coordinator, bankers or sponsor elected by the Company for the purpose of the IPO, and each of such Grantees shall grant to the then current CEO or other authorized officer of the Company a power of attorney to enter into any agreements with any underwriter, coordinator, bankers or sponsor elected by the Company and to do and carry out all the acts and to sign all the documents that are necessary or advisable to complete the IPO.

(a) Use of Proceeds from Sales of Share. Proceeds from the sale of Shares pursuant to the exercise of the Options 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 holder with 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 Option pursuant to its terms, and (ii) the issuance of the Shares subject to the Option has been entered into the books and records of the 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 the purpose of determining the vesting of the Option; and the Grantees right to exercise the Option after termination of Continuous Service, if any, will be measured by the date of termination of the Grantees active Continuous Service and will not be extended by any notice period mandated under the Applicable Laws. Subject to the foregoing and the provisions of this Plan, the Company, in its sole discretion, shall determine whether the Grantees Continuous Service has terminated and the effective date of such termination.

(f) The vesting of the Options shall cease upon the Grantees termination of Continuous Service for any reason except 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 to receive future grants of any Options, or benefits in lieu of the Options, even if the Options have been granted repeatedly in the past.

(i) All decisions with respect to future Option grants, if any, will be at the sole discretion of the Company.

(j) The Grantees participation in this Plan shall not create a right to further service with the Company or any Related Entity and shall not interfere with the ability of the Company or any Related Entity to terminate the Grantees Continuous Service at any time, with or without cause.

(k) The Grantee is voluntarily participating in this Plan.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (l) The Option is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end-of-service payments, bonuses, long-service awards, 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 an employment contract or relationship with the Company; and furthermore the Option grant will not be interpreted to form an employment contract with any Related Entity at any time, with or without Cause, and with or without notice. The ability of the Company or any Related Entity to terminate the employment of a Grantee who is employed at will is in no way affected by its determination that the Grantees 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 the underlying shares do not increase in value, the Option will have no value. If the Grantee exercises the Option and obtains any Shares, 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 in value of the Option or shares purchased through exercise of the Option resulting from termination of the Grantees Continuous Service (for any reason whether or not in breach of the Applicable Laws) and the Grantee irrevocably releases the Company 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 in connection with the Option, nor is the Company or any Related Entity making any recommendation regarding the Grantees participation in this Plan or the Grantees 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, the Options shall not be deemed compensation for purposes of computing benefits or contributions under any retirement plan of the Company or a Related Entity, and shall not affect any benefits under any other benefit plan of any kind or any benefit plan subsequently 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 and unsecured obligations for all purposes. Neither the Company nor any Related Entity shall be required to segregate any monies from its general funds, or to create any trusts, or establish any special accounts with respect to such obligations. The Company shall retain at all times beneficial ownership of any investments, including trust investments, which the Company may make to fulfill its payment obligations hereunder. Any investments or the creation or maintenance of any trust or any Grantee account shall not create or constitute a trust or fiduciary relationship between the Administrator, the Company or any Related Entity and a Grantee, or otherwise create any vested or beneficial interest in any Grantee or the Grantees creditors in any assets of the Company or a Related Entity. The Grantees shall have no claim against the Company or any Related Entity for any changes in the value of any assets that may be invested or reinvested by the Company with respect to this Plan.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (s) Construction. Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of this Plan. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term or is not intended to be exclusive, unless the context clearly requires otherwise.

(t) Electronic Delivery. Any reference herein to a written agreement or document will include any agreement or document delivered electronically or posted on the Companys intranet (or other shared electronic medium controlled by the 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 and interpretation 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 be referred to Hong Kong International Arbitration Center (HKIAC) for binding arbitration in Hong Kong by a sole arbitrator in accordance with the rules then in effect of the HKIAC. The parties shall jointly select the sole arbitrator. If the parties fail to reach an agreement on the arbitrator, such an arbitrator shall be appointed by the Secretary-General of HKIAC. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrators decision in any competent court having jurisdiction. The parties to the arbitration shall each pay an equal share of the costs and expenses of such arbitration, and each party shall separately pay for its respective counsel fees and expenses, 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]

PHOENIX TREE HOLDINGS LIMITED

FORM OF INDEMNIFICATION AGREEMENT

This Indemnification Agreement (the Agreement) is entered into as of by and between Phoenix Tree Holdings Limited, 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 as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against risks 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 highly competent persons to serve the Company would be detrimental to the best interests of the Company and its shareholders and that it is reasonable and necessary for the Company to provide adequate protection to such persons against risks of claims and actions against them arising out of their services to the Company.

3. The Company and Indemnitee do not regard the indemnities available under the Companys memorandum and articles of association, as now or hereinafter in effect (the Articles of Association) as adequate to protect Indemnitee against the risks associated with his service to the Company.

4. The Company is willing to indemnify Indemnitee to the fullest extent permitted by applicable law, and Indemnitee is willing 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 and agree as follows:

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 is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act)), other than (a) a trustee or other fiduciary holding securities under an employee benefit plan of the Company acting in such capacity; (b) a corporation owned directly or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of ordinary shares of the 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 possessing more than 50% of the total combined voting power of the Companys 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% of the total combined voting power represented by the Companys 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 the Board or nomination for election by the Companys shareholders was approved by a vote of at least two thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, or (iii) the shareholders of the Company approve a merger or consolidation of the Company with any other corporation other than a merger or consolidation which would result in the ordinary shares of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into ordinary shares of the surviving entity) at least 80% of the total voting power represented by the ordinary shares of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of related transactions) all or substantially all of the Companys assets.

Disinterested Director means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

Expenses shall include damages, judgments, fines, penalties, settlements and costs, attorneys fees and disbursements and costs of 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 any taxes, 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), the Expenses 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 interest entity 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, limited liability company, joint venture, trust or other entity, including services with respect to employee benefit plans, or was a director or officer of an entity that was a predecessor of the Company or another entity at the request of such predecessor entity, or related to anything done or not done by Indemnitee in any such capacity.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Independent Counsel means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five (5) years has been, retained to represent (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar 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 of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitees 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 have been involved as a party or otherwise by reason of an Indemnifiable Event, including, without limitation, any threatened, pending, or completed 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 quorum of the Board consisting of Disinterested Directors is not obtainable or, even if obtainable, said Disinterested Directors so direct, 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 a Participant in, a Proceeding, the Company shall indemnify the Indemnitee from and against any and all Expenses which Indemnitee incurs or becomes obligated to incur in connection with such Proceeding, to the fullest extent permitted by applicable law, even if such indemnification is not specifically authorized by the other provisions of this Agreement or any other agreement, the Articles of Association, or by statute. In the event of any change after the date of this Agreement in any applicable law, statute or rule which expands the right of a Cayman Islands company to indemnify a member of its Board of Directors or an officer, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits afforded by such change. In the event of any change in any applicable law, statute or rule which narrows the right of a Cayman Islands company to indemnify a member of its Board of Directors 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 the Company for a portion of Expenses, but not for the total amount of Expenses, the Company shall indemnify the Indemnitee for the portion of such Expenses to which Indemnitee is entitled.

3. Exclusions. Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification under this Agreement:

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (a) to the extent that payment is actually made to Indemnitee under a valid, enforceable and collectible insurance 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 of the Company or any other party, and not by way of defense, unless (i) the Company has joined in or the Reviewing Party (as defined herein) has consented to the initiation of such Proceeding; or (ii) the Proceeding is one to enforce indemnification rights under this Agreement 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 cause of action so adjudicated;

(e) for any judgment, fine or penalty which the Company is prohibited by applicable law from paying as indemnity;

(f) arising out of Indemnitees personal tax matter; or

(g) arising out of Indemnitees breach of an employment agreement with the Company (if any) or any other agreement 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 continued employment with the Company.

5. Contribution. If the indemnification provided in this Agreement is unavailable and may not be paid to the Indemnitee for any reason other than those set forth in Section II. 3, then the Company shall contribute to the amount of Expenses paid in 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 from which such Proceeding arose, and (ii) the relative fault of the Company on the one hand and of the Indemnitee on the other hand in connection with the events which resulted in such Expenses, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of the Indemnitee on the other hand shall be determined by reference to, among other things, the parties relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such Expenses, judgments, fines or settlement amounts. The Company agrees that it would not be just and equitable if contribution pursuant to this Section II. 5 were determined by pro rata allocation or by any other method of allocation which does not take account of the foregoing equitable considerations.

1. Notice and Cooperation By Indemnitee. Indemnitee shall give the Company notice in writing as soon as practicable of any claim made against Indemnitee for which indemnification will or could be sought under this Agreement. Notice to the Company shall be given in accordance with Section VI.7 below. In addition, Indemnitee shall give the Company such information and cooperation as the Company may reasonably request.

2. Indemnification Payment.

(a) Advancement of Expenses. Indemnitee may submit a written request with reasonable particulars to the Company requesting that the Company advance to Indemnitee all Expenses that may be reasonably incurred in advance by Indemnitee in 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 the Company.

(b) Reimbursement of Expenses. To the extent Indemnitee has not requested any advanced payment of Expenses from the Company, Indemnitee shall be entitled to receive reimbursement for the Expenses incurred in connection with a Proceeding 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 Company under Section II.1 shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the Independent Counsel referred to in Section III.2(e) hereof is involved) that the Indemnitee would not be permitted to be indemnified under applicable law or the Companys Articles of Association, and (ii) the obligation of the Company to make an advance payment of Expenses to the Indemnitee pursuant to Section III. 2(a) shall be subject to the condition that, if, when and to the extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law or the Companys Articles 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 proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that the Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any advanced Expenses until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). The Indemnitees obligation to reimburse the Company for any advanced Expenses shall be unsecured and no interest shall be charged thereon. If there has 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 Companys Board who were directors immediately prior to such Change in Control), the Reviewing Party shall be the Independent Counsel referred to in Section III.2(e) hereof.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (d) Enforcement of Indemnification Rights. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, or if Indemnitee has not otherwise been paid in full within 30 days after a written demand has been received by the Company, Indemnitee shall have the right to commence litigation in any court having subject matter jurisdiction thereof and in which venue is proper to recover the unpaid amount of the demand (an Enforcement Proceeding) and, if successful in whole or in part, Indemnitee shall be entitled to be paid any and all Expenses in connection with such Enforcement Proceeding. The Company hereby 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 a Change in Control which has been approved by a majority of the Companys Board who were directors immediately prior to such Change in Control) then, with respect to all matters thereafter arising concerning the rights of Indemnitees to payments of Expenses under this Agreement or any other agreement or under the Companys Articles of Association, Independent Counsel shall be selected by the Indemnitee and approved by the Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent Indemnitee would be permitted to be indemnified under applicable law, and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable fees of the Independent Counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys 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 any Expenses for any Proceeding against Indemnitee, the Company shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, upon delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee in writing and the retention of such counsel by the Company, the Company will not be liable to Indemnitee 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 have reasonably concluded that, based on written advice of counsel, there may be a conflict of interest of such counsel retained by the Company between the Company and Indemnitee in the conduct of any such defense, or that counsel selected by the Company may not be adequately representing Indemnitee, or (iii) the Company ceases or terminates the employment of such counsel with respect to the defense of such Proceeding, in any of which events the fees and expenses of Indemnitees counsel shall be at the expense of the Company. At all times, Indemnitee shall have the right to employ counsel in any Proceeding at Indemnitees expense.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 4. Defense to Indemnification, Burden of Proof and Presumptions. It shall be a defense to any action brought by Indemnitee against the Company to enforce this Agreement that it is not permissible under this Agreement or applicable law for the Company to indemnify the Indemnitee for the amount claimed. In connection with any such action or any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified under this Agreement, the burden of proving such a defense or determination shall be on the Company. Neither the failure of the Reviewing Party or the Company to have made a determination prior to the commencement of such action by Indemnitee that indemnification is proper under the circumstances because Indemnitee has met the standard of conduct set forth in applicable law, nor an actual determination by the Reviewing Party or the Company that Indemnitee had not met such applicable standard of conduct shall be a defense to the action or create a presumption that Indemnitee 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 that would impose any damage, loss, penalty or limitation on Indemnitee without the other partys written consent. Neither the Company nor 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 under this Agreement with regard to any judicial action if the Company was not given a reasonable and timely opportunity, at its expense, to participate 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 reputable insurance companies providing the officers and directors of the Company with coverage for losses incurred in connection with their services to the Company or to ensure the Companys performance of its indemnification obligations under this Agreement. To the extent the Company determines that it is no longer practicable for the Company to maintain such insurances, it shall notify promptly its directors and officers before it terminates such insurances and such termination must be approved by the majority of the Companys directors.

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 the maximum extent of the coverage available for any of the Companys directors or officers.

3. No Obligation. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain any director and officer insurance policy if a majority of the Companys directors determines in good faith that such insurance is not reasonably 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 is covered 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 to which Indemnitee may be entitled under the Articles of Association, any vote of shareholders or directors, applicable law or any written agreement between Indemnitee and the Company (including its subsidiaries and affiliates). The indemnification provided under this Agreement shall continue to be available to Indemnitee for any action taken or not taken while serving in an indemnified capacity even though he may have ceased to serve in any such capacity at the time of any Proceeding.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 2. Federal Preemption. Notwithstanding the foregoing, both the Company and Indemnitee acknowledge that in certain instances, U.S. federal law or public policy may override applicable law and prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. Such instances include, but are not limited to, the U.S. Securities and Exchange Commissions prohibition on indemnification for liabilities arising under certain U.S. federal securities laws. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the U.S. Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Companys right under public policy to indemnify Indemnitee.

3. Duration of Agreement. All agreements and obligations of the Company contained herein shall continue during the period 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 so long 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 Companys request, whether or not he is acting or serving in any such capacity at the time any Expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall continue in effect regardless of whether Indemnitee continues to serve as an officer and/or a director of the Company or any other enterprise at the Companys request.

VI. Miscellaneous

1. Amendment of this Agreement. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by the parties hereto. No waiver of any of the provisions of this Agreement shall operate as a waiver of any other provisions (whether or not similar), nor shall such waiver constitute a continuing waiver. Except as specifically provided in this Agreement, 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 be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company to bring suit to enforce such rights.

3. Assignment; Binding Effect. Neither this Agreement nor any of the rights or obligations hereunder may be assigned by either party hereto without the prior written consent of the other party; except that the Company may, without such consent, assign all such rights and obligations to a successor in interest to the Company which assumes all obligations of the Company under this Agreement in a written agreement in form and substance satisfactory to Indemnitee. Notwithstanding the foregoing, this Agreement shall be binding upon and inure to the benefit of and be enforceable by and against the parties hereto and the Companys 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 Indemnitees spouses, heirs, and personal and legal representatives.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 4. Severability and Construction. Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in violation of applicable law. The Companys inability, pursuant to a court order, to perform its obligations under this Agreement shall not constitute a breach of this Agreement. In addition, if any portion of this Agreement shall be held by a court of competent jurisdiction to be invalid, void, or otherwise unenforceable, the remaining provisions shall remain enforceable to the fullest extent permitted by applicable law. The parties hereto acknowledge that they each have opportunities to have their respective counsels review this Agreement. Accordingly, this Agreement shall be deemed to be the product of both of the parties hereto, 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 constitute one instrument.

6. Governing Law. This agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of New York, U.S.A., without giving effect to conflicts of law provisions thereof.

7. Notices. All notices, demands, and other communications required or permitted under this Agreement shall be made in writing and shall be deemed to have been duly given if delivered by hand, against receipt, on the date of delivery, or mailed, on the third business day after mailing, postage prepaid, certified or registered mail, return receipt requested, and addressed to the Company at:

Phoenix Tree Holdings Limited Room 212, Chao Yang Shou Fu 8 Chao Yang Men Nei Street Dongcheng District, Beijing 100010 Peoples Republic of China Attention: 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.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 8. Certain Relationships. The obligations and rights created under this Agreement shall not be affected by any amendment to the Companys Articles of Association or any other agreement or instrument to which Indemnitee is not a party, and shall not 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 the obligations imposed on the Company under this Agreement in order to induce Indemnitee to serve or to continue to serve as a director or officer and acknowledges that Indemnitee is relying on this Agreement in serving or continuing to serve in such capacity. The Company 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 of the Company against Indemnitee, or Indemnitees estate, heirs, executors, administrators or personal or legal representatives after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished 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 and understandings, both written and oral, between the parties with respect to the subject matter hereof.

[Signature page follows]

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document IN WITNESS WHEREOF, the parties hereto execute this Agreement as of the date first written above.

PHOENIX TREE HOLDINGS LIMITED

Name: Title:

INDEMNITEE

Name:

PHOENIX TREE HOLDINGS LIMITED

FORM OF EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement, dated as of , 20 (this Agreement), is executed by and between Phoenix Tree Holdings Limited, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (the Company) and (holding passport of with passport number of /PRC Identification Card No. ) (the Executive).

RECITALS

The Company desires to employ the Executive, and the Executive agrees to be employed by the Company, and act as of 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 and responsibilities as set forth in Article 2 hereof, and render services to the Company during a term of five (5) years commencing on , 20 and ending on , 20 (the Term) . The Term may be early terminated 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 responsibilities that are customary for such officer, as well as other responsibilities reasonably assigned to the Executive by the Company. The Executive may take position in any Affiliate (as defined in Article 2.2 hereof) of the Company and is hereby appointed as of , an Affiliate of the Company, subject to the approval of such appointment by the board of directors of such Affiliate, and shall initially work in Shanghai, China. The entity in which the Executive takes position and the location where the Executive works may be appropriately adjusted according to the operative demands of the Company in the future. The Executive shall use his/her best efforts to perform his/her duties and shall comply with all applicable laws, regulations and rules as well as the memorandum and articles of association and corporate and business policies and procedures of the Company. The Executive shall adhere 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. For the purpose of this Article, Control means the direct or indirect possession of the power to direct or cause to direct the 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 other equity 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 similar decision-making organization of such entity.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 2.3 Voting Restriction. If the Executive is elected as a director of the Company, the Executive shall refrain from voting, in his/her capacity of a director of the Company, on matters in relation to his/her employment or termination of his/her employment 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 or professional services of any nature to any person or organization, whether or not for compensation; and the Executive will not directly or indirectly engage, participate, invest, finance or otherwise assist in any business activity that is potentially competitive in any manner with the business of the Company or any Affiliate or any business activity that may 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 the obligations and restrictions to be imposed on the Executive by this Agreement, the Company shall or have its Affiliate in which the 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 in Part 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 or other 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 the Executive works generally provides to its other employees of comparable position in accordance with the benefit plans established and amended from time to time at its sole discretion by the Company or such Affiliate, including without limitation, various mandatory health care, insurance and pension plans required in the jurisdiction where the Company or such Affiliate is located. The annual paid leave of the Executive shall be [twenty (20)] working days.

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 willful misconduct or gross negligence in performance of his duties hereunder (Malfeasance) and fails to correct such Malfeasance within a reasonable period specified by the Company after the Company has sent the Executive a written notice demanding correction within such a period; (b) the Executive has committed Malfeasance and has caused serious losses and damages to the Company; (c) the Executive seriously violates the internal rules of the Company and fails to correct such violation within a reasonable period specified by the Company after the Company has sent the Executive a written notice demanding correction within such a period; (d) the Executive has seriously violated the internal rules of and has caused serious losses and damages to the Company; (e) the Executive is convicted by a court of competent jurisdiction or has pleaded guilty of theft, fraud or other criminal offense; or (f) the Executive seriously breaches his/her duty of loyalty to the Company or an Affiliate under the laws of the Cayman Islands, the PRC or other relevant jurisdictions. The Company may terminate the employment of the Executive for Cause at any time without prior written notice. Upon termination, the Company shall pay all compensation of the Executive accrued up to the date of termination pursuant to Article 3 hereof and severance payments as expressly required by applicable law; provided, however, that the Company may deduct and withhold any amount it is entitled to as damages under applicable laws. Thereafter, all obligations of the Company under this Agreement shall terminate.

4.2 Termination without Cause. The Company may terminate the Executives employment by a three-month prior written notice. Upon termination, the Company shall pay all compensation of the Executive accrued up to the date of termination pursuant to Article 3 hereof; provided, however, that the Company may deduct and withhold any amount it is entitled to as damages under applicable laws. Thereafter, all obligations of the Company under this Agreement shall terminate.

4.3 Termination By Reason of Death. The employment of the Executive by the Company shall be automatically ceased upon the death of the Executive. In the event that employment of the Executive by the Company terminates as a result of the Executives death, the Executives estate or heirs will receive all unpaid compensation accrued as of the date of the termination of the employment as provided in Article 3 hereof; provided that, the Company may deduct and withhold any amount it is entitled to as damages under applicable laws. Thereafter, all obligations of the Company under this Agreement shall terminate. Nothing contained herein shall prevent the estate or heirs of the Executive from being entitled to any interest or other applicable benefits under any life insurance programs (if any). If the death of the Executive occurs during the performance of his/her duties for the Company, the Company shall pay to the appropriate beneficiaries a special compensation at an amount to be determined by the Company which shall not exceed the annual base salary of the Executive as set forth in Article 3.1 hereof.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 4.4 Termination By Reason of Disability. In the event that the Executive is entitled to long-term disability benefits of the Company, or in the event that, in the judgment of the Company, the Executive is not able to perform his/her duties for 90 consecutive days or 120 days or longer in a 12-month period due to his/her physical or psychological problems, the Company may terminate the Executives employment, provided that such termination is permitted by the law. Upon termination, the Company shall pay all compensation of the Executive accrued up to the date of termination pursuant to Article 3 hereof; provided, however, that the Company may deduct and withhold any amount it is entitled to as damages under applicable laws. Thereafter, all obligations of the Company under this Agreement shall terminate. The provisions of this Article 4.3 shall not affect the Executives rights under any disability program that he/she participates (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 diligently his/her duties and responsibilities under this Agreement. The Company shall have the discretion to terminate its employment with the Executive prior to the last day of such three-month period; provided that the Company shall have paid the Executive all of his/her compensation accrued through the last day of such three-month period pursuant to Article 3 hereof; provided further that the Company may deduct and withhold any amount it is entitled to as damages under applicable laws. Thereafter, the Companys obligations hereunder shall terminate. In such case, the Company 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 any form received by the Executive by virtue of his/her employment with the Company upon or prior to the termination of his/her employment with the Company, including, without limitation, all originals and copies of any Proprietary Information as defined in Article 8 hereof as well as any part thereof, together with all equipment and other tangible or intangible assets of the Company. The Executive agrees not to retain any document or material that contains such Proprietary Information or any copy thereof.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 and obligations 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 the Company in connection with such surviving obligations, including, without limitation to, completion of outstanding work on behalf of the Company, transfer of his/her assignments to designated employees of the Company, and defense of the Company against claims raised by any third party in connection with any action or negligence of the Executive during 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 this Article will certainly involve the use or disclosure of Proprietary Information as defined in Article 8 hereof and consequently result in a breach of such Article, and it will be difficult to directly demonstrate a breach of Article 8 hereof. Therefore, in order to prevent the Executive from using or disclosing the Proprietary Information as defined in Article 8 and as a condition to employing the Executive, the Executive agrees that during his/her employment with the Company 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 currently engage or will likely engage or participate, including, without limitation, solicitation or provision of any business or services that are essentially similar to the business of the Company or its Affiliates on behalf of any individual, company or other entity who was then an existing or prospective customer, supplier or partner of 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 after the date of the Executives termination, or in the year preceding such termination, without the prior written consent 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 the world, 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 or other 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 the Restrictive Period, the Executive shall not approach financial institutions, dealers or other persons or entities introduced to the Executive in his or her capacity as a representative of the Company for the purpose of doing business with such persons or entities that will harm the Companys business relationships with these persons or entities.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (b) In this Article 7.2, Restricted Period shall mean the Term of this Agreement and one (1) year after the expiration 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 Period shall 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 and all 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 in unenforceable, other covenants shall continue to be valid and binding. In the event the term of any restriction or the territorial restriction contained in this Article 7 is finally determined by a competent court to have exceeded the maximum extent deemed reasonable and enforceable by such court, then this Agreement shall be amended as such to adopt 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 agreement independent of other provisions of this Agreement. Any lawsuit or claim brought by the Executive against the Company (whether by virtue of this Agreement or any other agreement) shall not constitute a defense against the enforcement 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 of his/her employment with the Company, he/she will keep in strict confidence all Proprietary Information and, without the prior written consent of the Company, will not use or disclose to any individual, entity or company the Proprietary Information other than the use or disclosure for the purposes of performing his/her duties and responsibilities and in favor of the Company or pursuant to applicable law to the extent necessary. Proprietary Information shall mean any proprietary, confidential or secret information disclosed to the Executive in connection with the Company, the business of the Company, or subsidiaries, Affiliates, customers or business partners of the Company or their respective businesses, or any third party to which the Company has confidentiality obligation (the Related Party) or its business. Such Proprietary Information shall include, without limitation, trade secrets, manuals, hardware, customers personal information, terms of business agreements and contracts, research materials, business strategies, personnel information, market information, technical materials, forecasts, promotion, financial and other business information of the Company or the Related Parties, no matter such information is directly or indirectly disclosed to the Executive in writing, orally, in the form of image or object or otherwise. The Executive understands that the Proprietary Information does not include any of the foregoing that has become known to the public other than as a result of disclosure by the Executive in breach hereof.

9.1 Inventions Retained and Licensed. Exhibit B of this Agreement sets forth all inventions which were made by the Executive prior to his/her employment with the Company (collectively, the Prior Inventions), including all processes, 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 the Companys proposed business, products or research and development, are not assigned to the Company hereunder. In case that there is no Prior Invention listed in Exhibit B hereof, the Executive hereby confirms that no Prior Invention exist. 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 license to make, have made, modify, use, sell and engage in other actions with respect to such Prior Invention as part of or in connection with such product, process or machine.

9.2 Assignment of Inventions. The Executive agrees that he/she will promptly make full written disclosure to the Company in confidence, will hold in trust for the sole right and benefit of the Company, and hereby assign to the Company, or its designee, without further compensation, all his/her right, title, and interest in and to any and all inventions, designs, original works of authorship, developments, concepts, improvements or trade secrets, whether or not patentable or registrable under copyright or similar laws, which the Executive may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time the Executive is in the employment of the Company and within twelve (12) months after the termination or expiration of the employment (collectively referred to as Inventions), except as provided in Article 9.3 below. The Executive further agrees to use best efforts to assist the Company in obtaining and enforcing patents, copyrights and other legal rights for these Inventions. The Executive further agrees that all patentable and copyrightable works which are made by the Executive (solely or jointly with others) within the scope of and during the period of his/her employment with the Company, are works made for hire and the Executive hereby assigns all proprietary rights, including patent and copyright, in these works to the Company without further compensation.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 9.3 Unrelated Inventions. Inventions as referenced to in Article 9.2 hereof does not include inventions which the Executive can demonstrate to be developed entirely on his/her own time without using the Companys 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 Companys business, or actual or demonstrably anticipated research or development of the Company, or (ii) result from any work performed by Executive for the Company. The Executive agrees to disclose promptly to the Company all such Unrelated Inventions and to provide the Company or its assignee first rights of refusal to license such disclosed Unrelated Inventions within three 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 all Inventions made by the Executive (solely or jointly with others) during the term of his/her employment with the Company. The records will be in the form of notes, sketches, drawings, and any other format that may be specified by the 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 every proper way to secure the Companys rights in the Inventions and any copyrights, patents or other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company of all pertinent 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 and obtain such rights and in order to assign and convey to the Company, its successors, assigns, and nominees the sole and exclusive rights, title and interest in and to such Inventions, and any copyrights, patents or other intellectual property rights relating thereto.

(b) The Executive further agrees that his/her obligation to execute or cause to be executed any such instrument or papers shall continue after the termination of this Agreement. If the Company is unable because of the Executives mental or physical incapacity or for any other reason to secure his/her signature to apply for or to pursue any application for any domestic or foreign patents or copyright registrations covering Inventions assigned to the Company as above, then the Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as his/her agent and attorney in fact, to act for and in his/her behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or copyright registrations thereon with the same legal force and effect as if executed by the Executive.

10.1 The Executive agrees that during his/her employment with the Company he/she will not inappropriately use or disclose any proprietary information or trade secrets owned by any previous employer of the Executive or any other individual or entity obtained prior to his/her employment with the Company, nor will he/she bring to the Company any 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 parties confidential or proprietary information. The Executive agrees to keep in strict confidence all of such confidential or proprietary information in his/her possession and to refrain from using or disclosing to any individual, entity or company such confidential or proprietary information, except that such use or disclosure is in compliance with the agreement between the Company and such third party and is necessary for the performance of relevant work on behalf of the Company.

12. NO-CONFLICT

12.1 The Executive represents and warrants that the execution by the Executive of this Agreement, the employment with the Company, and the performance by the Executive of his/her duties and responsibilities pursuant to this Agreement will not breach any of his/her legal or contractual obligation to any prior employer of the Executive or any other parties, including, without limitation, any obligation in respect of proprietary or confidential information or intellectual 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 any government officials (including working stuff or employees of any government or administrative agencies, political parties or candidates) of any country for any reason. The Executive further agrees and promises that the Executive will not accept any remuneration in the form of cash or other tangible objects from any person in performing his/her duties under this Agreement other than the compensation specified in Article 3 of this Agreement. The Executive promises that all conducts of the Executive under this Agreement shall be in compliance with all relevant laws, regulations and administrative rules of the Peoples Republic of China at all times.

14.1 Continuing Obligation. If the Executive is employed by any existing or future Affiliate of the Company at any time, or provides services to such Affiliate, or otherwise retained by such Affiliate, then the obligations under this Agreement shall continue to apply. Any reference to the Company shall include such Affiliate. In the event that this Agreement expires or terminates for any reason, the Executive shall immediately resign from any position at such Affiliate of the Company, unless otherwise required by the Company.

14.2 Notice to Employer. The Executive hereby authorizes the Company to notify the relevant provisions of this Agreement and the Executives 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 (including cartoons), voices and resume of the Executive as well as photocopies and duplicates thereof in any media now known or developed in the future (including but not limited to movies, videos, digital or any other electronic media) for purposes 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 be reimbursed for reasonable legal fees.

14.5 Amendments, Extension and Waiver. This Agreement may not be amended, revised, extended or terminated unless by a written instrument executed by the Executive or a duly authorized representative of the Company (excluding the Executive). 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, any rights or remedies otherwise available.

14.6 Transfer; Successors and Assigns. The Executive agrees that he/she will not transfer, sell, assign or otherwise dispose of (whether voluntarily, involuntarily or by operation of law) any rights or interests under this Agreement, and the rights of the Executive shall not be subject to any security interest or creditors claims. Any such transfer, assign or other disposal shall be invalid. Nothing contained in this Agreement shall prevent the Company from merging into or with any other company or selling all or substantially all of the assets of the Company, or transfer this Agreement or any obligation under this Agreement. In the event of any change in the ownership interest or the control of the Company, 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 benefit of, the successor, representative, heirs and permitted assigns of each party, and shall not vest in any other individual or entity any interest.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 14.7 Notice. All notices or other communications under this Agreement shall be made in writing and delivered to the following addresses or any other addresses designated by each party in writing from time to time:

To the Company:

Address: 10A, Building 3, Youyou Century Plaza 428 South Yanggao Road Pudong New Area, Shanghai 200127 Peoples Republic of China Attention: 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 fax number, 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 any place or to any circumstance shall be ruled by an arbitration commission or a court of competent jurisdiction to be invalid, illegal or incapable of being enforced, the same shall in no way affect (to the maximum extent permissible by Law) that provision or the remaining portions of that provision as applied to any parties, places or circumstances or any 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 Peoples Republic of China.

14.10 Language. This Agreement is written and executed in English.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 14.11 Originals. This Agreement is executed by the parties in two originals. Each of the parties will hold one original, and the two originals shall be equally valid.

The Executive acknowledges that (a) he/she has consulted or has the opportunity to consult with independent counsel of his choice regarding this Agreement, and the Company has suggested that he/she do so and (b) he/she has read and understands this Agreement, fully understands its legal effect, and has entered into this Agreement voluntarily in his/her own judgment. The Executive hereby agrees that the obligations under Articles 7, 8 and 9 hereof and the definition of the Proprietary Information contained in those provisions shall also apply to the Proprietary Information relating to any work performed for the Company prior to the execution of this Agreement.

[Signatures Page to Follow]

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first written above.

PHOENIX TREE HOLDINGS LIMITED

By: Name: Title:

EXECUTIVE

By: Name:

Compensation

Part I. Base Salary

Part II. Bonus

EXHIBIT B

Prior Inventions

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 collectively referred 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 liability company registered at Dongcheng Branch of Beijing Administration for Industry and Commerce. The business scope is Asset management; 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, household appliances, 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 securities products and financial derivatives shall be conducted publicly; 3) No loans shall be granted; 4) No guarantees shall be provided to enterprises other than the invested enterprises; 5) No promises shall be made to investors that the principal of the investment shall not be lost or that the minimum income shall be promised. Enterprises independently choose and operate projects according to law; projects subject to approval according to law shall be carried out according to approved contents after approval by relevant departments; and they shall not engage in business activities of projects prohibited or restricted by the citys industrial policy.);

2. Pledgee is a wholly foreign owned enterprise registered in Shanghai, China. Pledgee and Party C have executed an Exclusive Business Cooperation Agreement on November 24, 2015 (Exclusive Business Cooperation Agreement); Pledgor, Pledgee and Party C have executed an Exclusive Call Option Agreement on February 12, 2018(Exclusive Call Option Agreement); Pledgee and Party C have executed a Power of Attorney Agreement with Jing Gao and Yan Cui respectively on February 12, 2018(Power of Attorney Agreement).

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 3. To ensure that Pledgee and Party C perform Contractual Obligations, Pledgor hereby pledges all of the equity interest he holds in Party 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 the Equity Interest.

1.2 Equity Interest shall refer to 100% of the equity interest lawfully now held and hereafter acquired by Pledgor in Party C, namely 57% of the equity interests in Party C held by Jing Gao and 43% of the equity interest in Party C held by 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 Event of 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 Call Option Agreement and Power of Attorney Agreement.

1.8 Contractual Obligations shall refer to all obligations of Pledgor and Party C under the Transaction Documents.

2.1 As collateral security for the prompt and complete performance when due of any or all obligations under the Transaction Documents by Pledgee and Party C, including without limitation the consulting and services fees payable to the Pledgee under the Exclusive Business Cooperation Agreement, Pledgor hereby pledges to Pledgee 100% equity interest of Party C owned by the Pledgor as security for the Secured Obligations. Secured Obligations means all direct, indirect and derivative loss and loss of predicable interests arising from any Event of Default by Pledgor and/or Party C. The supportive materials for the amount of such loss includes but not limited to Pledgors reasonable business plan and profit forecast, fees payable under the Exclusive Business Cooperation Agreement and all expenses and 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 increased Equity Interests of Party C held by Pledgor due to increase of registered capital shall also be subject to this Agreement. All the Parties shall use their best effort to modify and execute relevant documents and complete equity pledge 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 local administration 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, Pledgor and Party C shall complete the pledge registration procedure, obtain the pledge registration notice and completely and accurately 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 Pledgees custody the capital contribution certificate for the Equity Interest and the shareholders register containing the Pledge within three days from the date the Pledge is registered. Pledgee shall have custody of such items during the entire Term of Pledge set forth in this Agreement.

4.2 Pledgee shall have the right to collect dividends generated by the Equity Interest during the Term of Pledge.

5.1 Pledgor is the sole legal and beneficial owner of the Equity Interest. There are no controversies over the ownership of the 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, Pledgor has 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 and right 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 Pledgors 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 arbitration award 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 of the obligations under this Agreement or the Secured Obligations being fully repaid, the aforementioned representations 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 other encumbrance that may affect the Pledgees rights and interests in the Equity Interest, without the prior written consent of Pledgee, except for the performance of the Exclusive Call Option Agreement executed by Pledgor, 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 Pledgees rights to the Equity Interest or any portion thereof, as well as any event or notice received by Pledgor that may 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 shall not be interrupted or harmed by Pledgor or any heirs or representatives of Pledgor or any other persons through any legal proceedings.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 6.3 Pledgor hereby undertakes to comply with and perform all guarantees, promises, agreements, representations and conditions 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 Business Cooperation 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 material misrepresentations 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 accordance with 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 Pledgors own loans, guarantees, indemnifications, promises or other debt liabilities to any third party or parties (1) become subject to a demand of early repayment or performance due to default on the part of 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 Agreement enforceable, 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 to continue to perform its obligations under this Agreement;

7.1.9 Adverse changes in properties owned by Pledgor, which lead Pledgee to believe that that Pledgors ability to perform its obligations under this Agreement has been affected;

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 7.1.10 The successor or custodian of Party C is capable of only partially performing or refuses to perform the payment 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 to the Pledge.

7.2 Upon notice or discovery of the occurrence of any circumstances or event that may lead to the aforementioned circumstances 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 Pledgees satisfaction, Pledgee may issue a Notice of Default to Pledgor in writing upon the occurrence of the Event of Default or at any time thereafter and demand that Pledgor immediately pays all outstanding payments due under the Exclusive Business Cooperation Agreement, and/or repays loans and all other payments due to Pledgee, and/or disposes of the Pledge in accordance with the provisions of Article 8 of this Agreement.

8. Exercise of Pledge

8.1 Without the Pledgees 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 the issuance of the Notice of Default in accordance with Section 8.2 or at any time after the issuance of the Notice of Default.

8.4 Pledgee is entitled to receive in priority compensation from the transfer, auction or sale of all or part of the Equity Interests 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 necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

9.1 Without Pledgees prior written consent, Pledgor shall not have the right to assign or delegate its rights and obligations under this Agreement.

9.2 This Agreement shall be binding on Pledgor and its successors and permitted assigns, and shall be valid with respect to 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 its designee(s) (natural/legal persons), in which case the assigns shall have the rights and obligations of Pledgee under this Agreement, as if it were the original party to this Agreement. When the Pledgee assigns the rights and obligations under the Transaction Agreements, upon Pledgees request, Pledgor shall execute relevant agreements or other documents 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 new pledge 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 by the 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 to the Equity Interest pledged hereunder shall not be exercised by Pledgor except in accordance with the written instructions of Pledgee.

10. Termination

Upon the full performance of Contractual Obligations or the full payment of the Secured Obligations, this Agreement shall be terminated, 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 some related 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 is confidential information. Each Party shall maintain the confidentiality of all such information, and without obtaining the written consent of other Parties, it shall not disclose any relevant information to any third parties, except in the following circumstances: (a) such information is or will be in the public domain (provided that this is not the result of a public disclosure by 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 transaction contemplated hereunder, and such legal counsel or financial advisor are also bound by confidentiality duties similar to the duties in this section. Disclosure of any confidential information by the staff members or agency 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 this Agreement for any reason.

13.1 The execution, effectiveness, construction, performance, and the resolution of disputes hereunder shall be governed by the laws of China.

13.2 In the event of any dispute with respect to the construction and performance of the provisions of this Agreement, the Parties shall negotiate in good faith to resolve the dispute. In the event the Parties fail to reach an agreement on the resolution of such a dispute within 30 days after any Partys 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 in Beijing, and the language used during arbitration shall be Chinese. The arbitration ruling shall be final and binding on all Parties.

13.3 Upon the occurrence of any disputes arising from the construction and performance of this Agreement or during the pending arbitration of any dispute, except for the matters under dispute, the Parties to this Agreement shall continue to exercise 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 delivered personally or sent by registered mail, postage prepaid, by a commercial courier service or by facsimile transmission to the address of such party. A confirmation copy of each notice shall also be sent by email. The dates on which notices shall be deemed to have been effectively given shall be determined as follows:

14.1.1 Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively 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 successful transmission (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 with the 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 any aspect in accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Agreement 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 the intentions of the Parties, and the economic effect of such effective provisions shall be as close as possible to the economic effect 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 or change after the execution of this Agreement, this Agreement shall constitute the full and entire understanding and agreement among the Parties with regard to the subjects hereof, and supersedes all other agreements between or among any of the Parties with respect to the subject matter hereof.

17. Effectiveness

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 17.1 This Agreement shall become effective upon the executing of the Parties. Any amendments, changes and supplements to this Agreement shall be in writing and shall become effective after the affixation of the signatures or seals of the Parties.

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.]

Party A: Xiaofangjian (Shanghai) Internet Information Technology Co., Ltd.

By: /s/ Jing Gao Name: Jing Gao Title: Legal Representative

Party B:

Jing Gao

By: /s/ Jing Gao

Party B:

Yan Cui

By: /s/ Yan Cui

Party C: Zi Wutong (Beijing) Asset Management Co., Ltd.

By: /s/ Jing Gao Name: Jing Gao Title: Legal Representative

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)

Party B: Jing Gao, ID number: [REDACTED]; Yan Cui, ID number: [REDACTED].

(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 collectively referred to as the Parties.

Whereas,

2. Pledgee is a wholly foreign owned enterprise registered in Shanghai, China. Pledgee and Party C have executed an Exclusive Business Cooperation Agreement on December 30, 2016(Exclusive Business Cooperation Agreement); Pledgor, Pledgee and Party C have executed an Exclusive Call Option Agreement on February 12, 2018(Exclusive Call Option Agreement); Pledgee and Party C have executed a Power of Attorney Agreement with Jing Gao and Yan Cui respectively on February 12, 2018(Power of Attorney Agreement).

SHARE PLEDGE AGREEMENT

Now therefore, the Parties have reached the following agreement:

1. Definitions

Unless otherwise provided herein, the terms below shall have the following meanings:

1.2 Equity Interest shall refer to 100% of the equity interest lawfully now held and hereafter acquired by Pledgor in Party C, namely 67% of the equity interests in Party C held by Jing Gao and 33% of the equity interest in Party C held by 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 Event of Default.

1.7 Transaction Documents shall refer to this Agreement, Exclusive Business Cooperation Agreement, Exclusive Call Option 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

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 2.2 Only upon the prior written consent by Pledgee, Pledgor may increase the registered capital of Party C. The increased Equity Interests of Party C held by Pledgor due to increase of registered capital shall also be subject to this Agreement. All the Parties shall use their best effort to modify and execute relevant documents and complete equity pledge registration procedure.

3. Term of Pledge

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

4.2 Pledgee shall have the right to collect dividends generated by the Equity Interest during the Term of Pledge.

5. Representations and Warranties of Pledgor

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 5.2 Except for the Pledge under this Agreement and the option rights under the Exclusive Call Option Agreement, Pledgor has 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 and right 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.

6. Covenants and Further Agreements of Pledgor

6.1 Pledgor hereby covenants to the Pledgee, that during the term of this Agreement, Pledgor shall:

7. Event of Default

7.1 The following circumstances shall be deemed Event of Default:

7.1.3 Pledgor and Party C fail to complete the registration of the Pledge with Registration Authority in accordance with 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;

7.1.7 Any approval, license, permit or authorization of government agencies that makes this Agreement enforceable, 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 to continue to perform its obligations under this Agreement;

7.1.9 Adverse changes in properties owned by Pledgor, which lead Pledgee to believe that that Pledgors ability to perform 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 the payment obligations under the Transaction Documents; and

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 7.1.11 Any other circumstances occur where Pledgee is or may become unable to exercise its right with respect to the Pledge.

8. Exercise of Pledge

8.1 Without the Pledgees 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.

9. Assignment

9.1 Without Pledgees prior written consent, Pledgor shall not have the right to assign or delegate its rights and obligations under this Agreement.

9.2 This Agreement shall be binding on Pledgor and its successors and permitted assigns, and shall be valid with respect to Pledgee and each of its successors and assigns.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 9.3 At any time, Pledgee may assign any and all of its rights and obligations under the Transaction Agreements to its designee(s) (natural/legal persons), in which case the assigns shall have the rights and obligations of Pledgee under this Agreement, as if it were the original party to this Agreement. When the Pledgee assigns the rights and obligations under the Transaction Agreements, upon Pledgees request, Pledgor shall execute relevant agreements or other documents relating to such assignment.

10. Termination

11. Handling Fees and Other Expenses

12. Confidentiality

13.1 The execution, effectiveness, construction, performance, and the resolution of disputes hereunder shall be governed by the laws of China.

14. Notices

14.1.2 Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (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 with the terms hereof.

15. Severability

16. Attachments; Entire Agreement

17. Effectiveness

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.]

Party A: Xiaofangjian (Shanghai) Internet Information Technology Co., Ltd.

By: /s/ Jing Gao Name: Jing Gao Title: Legal Representative

Party B:

Jing Gao

By: /s/ Jing Gao

Party B:

Yan Cui

By: /s/ Yan Cui

Party C: Yishui (Shanghai) Information Technology Co., Ltd.

By: /s/ Jing Gao Name: Jing Gao Title: Legal Representative

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 enterprise established and existing under the laws of the Peoples 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 and existing 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 collectively referred 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 Equity Interests).

Now therefore, the Parties have reached the following agreement:

Party B hereby irrevocably authorizes the WFOE to exercise the following rights relating to Party B Equity Interests during the term of this POA:

1. Party A is hereby authorized to act on behalf of Party B as Party Bs exclusive agent and attorney with respect to all matters concerning Party B Equity Interests, including without limitation to: 1) attend shareholders meetings of Beijing Zi Wutong; 2) exercise all the shareholders rights and shareholders voting rights Party B is entitled to under the laws of China and Beijing Zi Wutongs articles of association, including but not limited to the sale or transfer or pledge or disposition of Party B Equity Interests in part or in whole; and 3) designate and appoint on behalf of Party B the legal representative (chairperson), the director, 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 the actions associated with Party B Equity Interests conducted by Party A shall be deemed as Party Bs own actions, and all the documents related to Party B Equity Interests executed by Party A shall be deemed to be executed by Party B. Party B hereby ratifies and approves those actions and/or documents by Party A. Party B shall recognize and undertake the responsibilities for any legal consequences arising from the exercise of the aforementioned entrustment rights by the Attorney.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 materials of 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 be achieved for any reason (except for default by Party B or Beijing Zi Wutong), the Parties shall immediately seek alternative solutions which shall be the most similar ones to the provisions thereunder, and execute a supplementary agreement if necessary 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 to enter into the transfer agreement as required by the Exclusive Option Agreement on behalf of Party B (Party B being one party of the agreement as required) and perform the terms of Share Pledge Agreement and the Exclusive Option Agreement to which Party B is a party.

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 discretion and 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 and continuously 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 been authorized 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 As executive director or board of directors shall be obtained before it exercises the foregoing rights related to Party B Equity Interests. Without such consent or ratification by Party As executive director or board of directors, the exercise of the right by Party A shall be invalid from the beginning. And Party A shall indemnify Party B for all the losses incurred from such exercise.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Partys request to the other Parties for resolution of the dispute through negotiations, either 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 in Beijing, and the language used in arbitration shall be Chinese. The arbitration award shall be final and binding on all Parties.

This POA is written in Chinese in three copies with equal legal validity.

[The space below is intentionally left blank.]

Party A:

Xiaofangjian (Shanghai) Internet Information Technology Co., Ltd

By: /s/ Jing Gao Name: Jing Gao Title: Legal Representative

Party B:

By: /s/ Jing Gao Name: Jing Gao

Party C:

Zi Wutong (Beijing) Asset Management Co., Ltd

By: /s/ Jing Gao Name: Jing Gao Title: Legal Representative

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 enterprise established and existing under the laws of the Peoples Republic of China (China);

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 and existing 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 collectively referred to as the Parties.

Whereas:

1. As of the execution date of this POA, Party B holds 43% of the equity interests in Beijing Zi Wutong (Party B Equity Interests).

Now therefore, the Parties have reached the following agreement:

Party B hereby irrevocably authorizes the WFOE to exercise the following rights relating to Party B Equity Interests during the term of this POA:

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 materials of Beijing Zi Wutong. Beijing Zi Wutong shall fully cooperate with the Attorney.

So long as Party B is a shareholder of Beijing Zi Wutong, this POA and authorization under this POA shall be irrevocably and continuously valid and effective from the date of its execution.

This POA is written in Chinese in three copies with equal legal validity.

[The space below is intentionally left blank.]

Party A:

Xiaofangjian (Shanghai) Internet Information Technology Co., Ltd

By: /s/ Jing Gao Name: Jing Gao Title: Legal Representative

Party B:

By: /s/ Yan Cui Name: Yan Cui

Party C:

Zi Wutong (Beijing) Asset Management Co., Ltd

By: /s/ Jing Gao Name: Jing Gao Title: Legal Representative

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 enterprise established and existing under the laws of the Peoples Republic of China (China);

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 and existing 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 collectively referred to as the Parties.

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).

Now therefore, the Parties have reached the following agreement:

Party B hereby irrevocably authorizes the WFOE to exercise the following rights relating to Party B Equity Interests during the term of this POA:

1. Party A is hereby authorized to act on behalf of Party B as Party Bs exclusive agent and attorney with respect to all matters concerning Party B Equity Interests, including without limitation to: 1) attend shareholders meetings of Shanghai Yishui; 2) exercise all the shareholders rights and shareholders voting rights Party B is entitled to under the laws of China and Shanghai Yishuis articles of association, including but not limited to the sale or transfer or pledge or disposition of Party B Equity Interests in part or in whole; and 3) designate and appoint on behalf of Party B the legal representative (chairperson), the director, supervisor, the chief executive officer and other senior management members of Shanghai Yishui.

2. Party A or its designated persons (theAttorney), shall perform the obligations to the extent authorized by this POA. All the actions associated with Party B Equity Interests conducted by Party A shall be deemed as Party Bs own actions, and all the documents related to Party B Equity Interests executed by Party A shall be deemed to be executed by Party B. Party B hereby ratifies and approves those actions and/or documents by Party A. Party B shall recognize and undertake the responsibilities for any legal consequences arising from the exercise of the aforementioned entrustment rights by the Attorney.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 of Shanghai 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 be achieved for any reason (except for default by Party B or Shanghai Yishui), the Parties shall immediately seek alternative solutions which shall be the most similar ones to the provisions thereunder, and execute a supplementary agreement if necessary 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 and continuously valid and effective from the date of its execution.

This POA is written in Chinese in three copies with equal legal validity.

[The space below is intentionally left blank.]

Party A:

Xiaofangjian (Shanghai) Internet Information Technology Co., Ltd

By: /s/ Jing Gao Name: Jing Gao Title: Legal Representative

Party B:

By: /s/ Jing Gao Name: Jing Gao

Party C:

Yishui (Shanghai) Information Technology Co., Ltd

By: /s/ Jing Gao Name: Jing Gao Title: Legal Representative

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 enterprise established and existing under the laws of the Peoples Republic of China (China);

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 and existing 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 collectively referred to as the Parties.

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).

Now therefore, the Parties have reached the following agreement:

Party B hereby irrevocably authorizes the WFOE to exercise the following rights relating to Party B Equity Interests during the term of this POA:

1. Party A is hereby authorized to act on behalf of Party B as Party Bs exclusive agent and attorney with respect to all matters concerning Party B Equity Interests, including without limitation to: 1) attend shareholders meetings of Shanghai Yishui; 2) exercise all the shareholders rights and shareholders voting rights Party B is entitled to under the laws of China and Shanghai Yishuis articles of association, including but not limited to the sale or transfer or pledge or disposition of Party B Equity Interests in part or in whole; and 3) designate and appoint on behalf of Party B the legal representative (chairperson), the director, supervisor, the chief executive officer and other senior management members of Shanghai Yishui.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 of Shanghai Yishui. Shanghai Yishui shall fully cooperate with the Attorney.

Subject to the general principle that the rights authorized by this POA shall not be limited, Party A shall be entitled and authorized to enter into the transfer agreement as required by the Exclusive Option Agreement on behalf of Party B ( Party B being one party of the agreement as required) and perform the terms of Share Pledge Agreement and the Exclusive Option Agreement to which Party B is a party.

So long as Party B is a shareholder of Shanghai Yishui, this POA and authorization under this POA shall be irrevocably and continuously valid and effective from the date of its execution.

This POA is written in Chinese in three copies with equal legal validity.

[The space below is intentionally left blank.]

Party A:

Xiaofangjian (Shanghai) Internet Information Technology Co., Ltd

By: /s/ Jing Gao Name: Jing Gao Title: Legal Representative

Party B:

By: /s/ Yan Cui Name: Yan Cui

Party C:

Yishui (Shanghai) Information Technology Co., Ltd

By: /s/ Jing Gao Name: Jing Gao Title: Legal Representative

Exclusive Business Cooperation Agreement

This Exclusive Business Cooperation Agreement (this Agreement) is made and entered into by and between the following Parties on November 24, 2015.

Party A: Xiaofangjian (Shanghai) Internet Information Technology Co., Ltd.

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 Peoples Republic of China (China), and has the necessary resources to provide technical services;

2. Party B is a company with exclusively domestic capital registered in China with relevant governmental approvals to operate business 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 trade consultation; market research; conference services; undertaking exhibition activities; computer animation design; sales of needle textiles, 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, technology consultation, technology services and other services during the term of this Agreement, utilizing its own advantages in human resources, technology and information, and Party B is willing to accept such exclusive services provided by Party A or Party As designee(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 Bs exclusive services provider to provide Party B with complete business support and technical and consulting services during the term of this Agreement, in accordance with the terms and conditions of this Agreement, which may include all or part of the services within the business scope of Party B as may be determined from time to time by Party A, including, but not limited to, technical services, network support, business consulting, intellectual property licensing, marketing consulting, system integration, product development and system maintenance.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 1.2 Party B agrees to accept all the consultations and services provided by Party A. Party B further agrees that unless with Party As prior written consent, during the term of this Agreement, Party B shall not accept any consultations and/or services provided by any third party and shall not cooperate with any third party regarding the matters contemplated by this Agreement. Party A may appoint other parties, who may enter into certain agreements described in Section 1.3 with Party 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 their respective 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 and consulting 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 to time Party As 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 the technology services provided by Party A and the price agreed by both Parties; Party B shall pay Party A service fees according to the date and payment amount on the bill. Party A shall have the right to adjust the standard of service fees at its sole discretion based 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 for such 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 audit the relevant materials. Party B shall cooperate for it.

3.1 Party A shall have exclusive and proprietary rights and interests in all rights, ownership, interests and intellectual properties 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 they have 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 is confidential information. Each Party shall maintain the confidentiality of all such information, and without obtaining the written consent of the other Party, it shall not disclose any relevant information to any third parties, except in the following circumstances: (a) such information is or will be in the public domain (provided that this is not the result of a public disclosure by 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 transaction contemplated hereunder, and such legal counsel or financial advisor is also bound by confidentiality duties similar to the duties in this Section. Disclosure of any confidential information by the staff 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 this Agreement 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 As execution and performance of this Agreement is within its corporate capacity and the scope of its business operations; Party A has taken necessary corporate actions and been given appropriate authorization and has obtained the consent and approval from third parties and government agencies, and will not violate any restrictions in law or otherwise binding or having an impact on Party A.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 4.1.3 This Agreement constitutes Party As legal, valid and binding obligations, enforceable in accordance with its terms.

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 relevant governmental approval to operate business 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 trade consultation; market research; conference services; undertaking exhibition activities; computer animation design; sales of needle textiles, hardware and appliances, clothing, shoes, hats, building materials, sports supplies and cultural supplies;

4.2.2 Party Bs execution and performance of this Agreement is within its corporate capacity and the scope of its business operations; Party B has taken necessary corporate actions and given appropriate authorization and has obtained the consent and approval from third parties and government agencies, and will not violate any restrictions in law or otherwise binding or having an impact on Party B.

4.2.3 This Agreement constitutes Party Bs 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 in accordance with the provisions of this Agreement or relevant agreements separately executed between the Parties, the term of this 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 the date 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 the resolution 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, the Parties shall negotiate in good faith to resolve the dispute. In the event the Parties fail to reach an agreement on the resolution of such a dispute within 30 days after any Partys 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 in Beijing, and the language used during arbitration shall be Chinese. The arbitration ruling shall be final and binding on both Parties.

7.3 Upon the occurrence of any disputes arising from the construction and performance of this Agreement or during the pending arbitration of any dispute, except for the matters under dispute, the Parties to this Agreement shall continue to exercise their respective rights under this Agreement and perform their respective obligations under this Agreement.

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 the request of Party B, except where such losses, injuries, obligations or expenses arise from the gross negligence or willful misconduct of Party A.

9. Notices

9.1 All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent by registered mail, postage prepaid, by a commercial courier service or by facsimile transmission to the address of such Party. A confirmation copy of each notice shall also be sent by email. The dates on which notices shall be deemed to have been effectively given shall be determined as follows:

9.1.1 Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively given on the date of delivery or refusal at the address specified for notices.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 9.1.2 Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically generated confirmation of transmission).

9.2 Any Party may at any time change its address for notices by a notice delivered to the other Party in accordance with the terms hereof.

10. Assignment

10.1 Without Party As prior written consent, Party B shall not assign its rights and obligations under this Agreement to any third party.

10.2 Party B agrees that Party A may assign its obligations and rights under this Agreement to any third party upon a prior written 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 aspect in accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected or compromised in any aspect. 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 the intentions of the Parties, and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions.

12. Amendment and Supplement

Any amendments and supplements to this Agreement shall be in writing. The amendment agreements and supplementary agreements that have been signed by the Parties and that relate to this Agreement shall be an integral part of this Agreement and shall 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.

[The space below is intentionally left blank.]

Party A: Xiaofangjian (Shanghai) Internet Information Technology Co., Ltd.

By: /s/ Jing Gao Name: Jing Gao Title: Legal Representative

Party B: Zi Wutong (Beijing) Asset Management Co., Ltd.

By: /s/ Jing Gao Name: Jing Gao Title: Legal Representative

Exclusive Business Cooperation Agreement

This Exclusive Business Cooperation Agreement (this Agreement) is made and entered into by and between the following Parties on December 30, 2016.

Party A: Xiaofangjian (Shanghai) Internet Information Technology Co., Ltd.

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 Peoples Republic of China (China), and has the necessary resources to provide technical services;

2. Party B is a company with exclusively domestic capital registered in China with relevant governmental approvals to operate business including technology development, technology transfer, technology consultation, technology service in the field of information technology and software science and technology, hotel management, photography service, cultural and artistic exchange 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 of goods and technology. [Projects subject to approval in accordance with laws may not be carried out until getting approved by relevant departments];

Now, therefore, through mutual discussion, Party A and Party B have reached the following agreements:

1. Services Provided by Party A

1.3 Service Providing Methodology

2. Calculation and Payment of the Service Fees

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.

4.2 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 relevant governmental approval to operate business including technology development, technology transfer, technology consultation, technology service in the field of information technology and software science and technology, hotel management, photography service, cultural and artistic exchange 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 of goods and technology. [Projects subject to approval in accordance with laws may not be carried out until getting approved by relevant departments];

4.2.3 This Agreement constitutes Party Bs legal, valid and binding obligations, and shall be enforceable against it.

5. Effectiveness and Term

6.1 Unless renewed in accordance with the relevant terms of this Agreement, this Agreement shall be terminated upon the date 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. Governing Law and Resolution of Disputes

7.1 The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by the laws of China.

8. Indemnification

9. Notices

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 9.1.1 Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively given on the date of delivery or refusal at the address specified for notices.

9.1.2 Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically generated confirmation of transmission).

9.2 Any Party may at any time change its address for notices by a notice delivered to the other Party in accordance with the terms hereof.

10. Assignment

10.1 Without Party As prior written consent, Party B shall not assign its rights and obligations under this Agreement to any third party.

10.2 Party B agrees that Party A may assign its obligations and rights under this Agreement to any third party upon a prior written 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 aspect in accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected or compromised in any aspect. 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 the intentions of the Parties, and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions.

12. Amendment and Supplement

This Agreement is written in Chinese with three copies, each of which has equal legal validity.

[The space below is intentionally left blank.]

Party A: Xiaofangjian (Shanghai) Internet Information Technology Co., Ltd.

By: /s/ Jing Gao Name: Jing Gao Title: Legal Representative

Party B: Yishui (Shanghai) Information Technology Co., Ltd.

By: /s/ Jing Gao Name: Jing Gao Title: Legal Representative

Exclusive Call Option Agreement

This Exclusive Call Option Agreement (this Agreement) is executed by and among the following Parties as of February 12, 2018:

Party A: Xiaofangjian (Shanghai) Internet Information Technology Co., Ltd.

Party B: Jing Gao, ID number: [REDACTED]; Yan Cui, ID number: [REDACTED].

Party C: Zi Wutong (Beijing) Asset Management Co., Ltd.

In this Agreement, each of Party A, Party B and Party C shall be referred to as a Party respectively, and they shall be collectively referred to as the Parties.

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 and collectively 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 more persons (each, a Designee) to purchase the equity interests in Party C then held by Party B once or at multiple times at any time in part or in whole at Party As sole and absolute discretion to the extent permitted by the laws of the Peoples Republic of China (China) and at the price described in Section 1.3 herein (such right being the Equity Interest Purchase Option). Except for Party A and the Designee(s), no other person shall be entitled to the Equity Interest Purchase Option or other rights with respect to the equity interests of Party B. Party C hereby agrees to the grant by Party B of the Equity Interest Purchase Option to Party A. The term person as used herein shall refer to individuals, 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 Purchase Option by issuing a written notice to Party B (the Equity Interest Purchase Option Notice), specifying: (a) Party As decision to exercise the Equity Interest Purchase Option; (b) the portion of equity interests to be purchased from Party B (the Optioned Interests); and (c) the date for purchasing the Optioned Interests and/or the date for transfer of the Optioned Interests.

The purchase price of the Optioned Interests (the Equity Interest Purchase Price) shall be RMB 1.00 when the Equity Interest Purchase Option is exercised by Party. In the event that there is any mandatory requirement by the laws of China applicable to the Equity Interest Purchase Option, the Equity Interest Purchase Price shall be the lowest price as permitted by the applicable laws of China at the time of the transfer of the Optioned Interests. Party B undertakes 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 Interest Purchase Price received by Party B in excess of RMB 1 shall be returned to Party A and/or its Designee. After Party A and/or its Designee obtain all approvals, registrations or filings relating to the Optioned Interests and all ownership documents relating to the Optioned Interests to the satisfaction of Party A and/or its Designee, Party A and/or its Designee 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 be adopted approving Party Bs 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 transfer with Party A and/or each Designee (whichever is applicable), in accordance with the provisions of this Agreement and the Equity Interest Purchase Option Notice regarding the Optioned Interests;

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 1.4.3 The relevant Parties shall execute all other necessary contracts, agreements or documents (including without limitation 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 transfer valid ownership of the Optioned Interests to Party A and/or the Designee(s), unencumbered by any security interests, and cause Party A and/or the Designee(s) to become the registered owner(s) of the Optioned Interests. For the purpose of this Section and this Agreement, security interests shall include securities, mortgages, third partys rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement and Party Bs Equity Interest Pledge Agreement. Party Bs Equity Interest Pledge Agreement as used in this Section and this Agreement shall refer to the Equity Interest Agreement (Equity Interest Pledge Agreement) executed by and among Party B, Party C and Party A as of the date hereof, whereby Party B pledges all of its equity interests in Party C to Party A, in order to guarantee Party Cs performance of its obligations under the exclusive business corporation agreement 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 the articles of association and bylaws of Party C, increase or decrease its registered capital, or change its structure of registered capital in other manners;

2.1.2 They shall maintain Party Cs corporate existence in accordance with good financial and business standards and 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 or revenues of Party C, or allow the encumbrance thereon of any security interest, except in ordinary course of business;

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 2.1.4 Without the prior written consent of Party A, they shall not incur, inherit, guarantee or suffer the existence of any 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 As written consent has been obtained;

2.1.5 They shall always operate all of Party Cs businesses during the ordinary course of business to maintain the asset value of Party C and refrain from any action/omission that may affect Party Cs operating status and asset 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 value exceeding 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 loan or credit;

2.1.8 They shall provide Party A with information on Party Cs business operations and financial condition at Party As request;

2.1.9 If requested by Party A, they shall procure and maintain insurance in respect of Party Cs assets and business from an insurance carrier acceptable to Party A, at an amount and type of coverage typical for companies that operate similar businesses;

2.1.10 Without the prior written consent of Party A, they shall not cause or permit Party C to merge, consolidate with, 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, arbitration or administrative proceedings relating to Party Cs 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 appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims;

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 2.1.14 Without the prior written consent of Party A, they shall ensure that Party C shall not in any manner distribute dividends to its shareholders, however, upon Party As written request, Party C shall immediately distribute all 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 any other manner any legal or beneficial interest in the equity interests in Party C held by Party B, or allow the encumbrance thereon of any security interest, except for the pledge placed on these equity interests in accordance with Party Bs 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 interests in Party C held by Party B, or allow the encumbrance thereon of any security interest, without the prior written consent of Party A, except for the pledge placed on these equity interests in accordance with Party Bs 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 merger or consolidation with any person, or the acquisition of or investment in any person, without the prior written consent 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 the transfer of the Optioned Interests as set forth in this Agreement and to take any and all other actions that may be requested by Party A;

2.2.6 To the extent necessary to maintain Party Bs ownership in Party C, Party B shall execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims;

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 interests in Party C to Party As Designee(s) in accordance with the Equity Interest Purchase Option under this Agreement; and

2.2.9 Party B shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by and among Party B, Party C and Party A, perform the obligations hereunder and thereunder, and refrain from any action/omission that may affect the effectiveness and enforceability thereof. To the extent that Party B has any remaining rights with respect to the equity interests subject to this Agreement hereunder or under the Equity Interest Pledge Agreement among the same parties hereto or under the power of attorney agreement granted in favor of Party A, Party B shall not exercise such rights except in accordance with the written instructions of Party A.

3. Representations and Warranties

Party B and Party C hereby represent and warrant to Party A, jointly and severally, as of the date of this Agreement and each date 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 a party concerning the Optioned Interests to be transferred thereunder, and to perform their obligations under this Agreement and any Transfer Contracts. Party B and Party C agree to enter into Transfer Contracts consistent with the terms of this Agreement upon Party As exercise of the Equity Interest Purchase Option. This Agreement and the Transfer Contracts to which they are a party constitute or will constitute their legal, valid and binding obligations and shall 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 or any Transfer Contracts shall not: (i) cause any violation of any applicable laws of China; (ii) be inconsistent with the articles of association, bylaws or other organizational documents of Party C; (iii) cause the violation of any contracts or instruments to which they are a party or which are binding on them, or constitute any breach under any contracts or instruments to which they are a party or which are binding on them; (iv) cause any violation of any condition for the grant and/or continued effectiveness of any licenses or permits issued to either of them; or (v) cause the suspension or revocation of or imposition of additional conditions to any licenses or permits issued to either of them;

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 3.3. Party B has a good and merchantable title to the equity interests in Party C he holds. Except for Party Bs Equity Interest 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 the aforementioned 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 As written consent has been obtained;

3.6. There are no pending or threatened litigation, arbitration or administrative proceedings relating to the equity interests in Party 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 B have been transferred to Party A and/or the Designee(s) through exercising Equity Interest Purchase Option.

5. Governing Law and Resolution of Disputes

5.1 Governing law

The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution 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 first resolve the dispute through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Partys request to the other Parties for resolution of the dispute through negotiations, either 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 in Beijing, and the language used in arbitration shall be Chinese. The arbitration award shall be final and binding on all Parties.

6. Taxes and Fees

Party C shall pay any and all transfer and registration tax, expenses and fees incurred thereby or levied thereon in accordance with the laws of China in connection with the preparation and execution of this Agreement and the Transfer Contracts, as well as the consummation of the transactions contemplated under this Agreement and the Transfer Contracts.

7. Notices

7.1 All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent by registered mail, postage prepaid, by a commercial courier service or by facsimile transmission to the address of such Party. A confirmation copy of each notice shall also be sent by email. The dates on which notices shall be deemed to have been effectively given shall be determined as follows:

7.1.1 Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively given on the date of delivery or refusal at the address specified for notices.

7.1.2 Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically generated confirmation of transmission).

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 7.2 Any Party may at any time change its address for notices by a notice delivered to the other Parties in accordance with the terms hereof.

8. Confidentiality

The Parties acknowledge that any oral or written information exchanged among them with respect to this Agreement is confidential information. Each Party shall maintain the confidentiality of all such information, and without obtaining the written consent of other Parties, it shall not disclose any relevant information to any third parties, except in the following circumstances: (a) such information is or will be in the public domain (provided that this is not the result of a public disclosure by 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 transaction contemplated hereunder, and such legal counsel or financial advisor are also bound by confidentiality duties similar to the duties in this Section. Disclosure of any confidential information by the staff members or agency 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 this Agreement for any reason.

The Parties agree to promptly execute documents that are reasonably required for or are conducive to the implementation of the provisions and purposes of this Agreement and take further actions that are reasonably required for or are conducive to the implementation 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 all of the Parties.

10.2 Entire agreement

Except for the amendments, supplements or changes in writing executed after the execution of this Agreement, this Agreement shall constitute the entire agreement reached by and among the Parties hereto with respect to the subject matter hereof, and shall supersede all prior oral and written consultations, representations and contracts reached with respect 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 otherwise affect 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

This Agreement shall be binding on and shall inure to the interest of the respective successors of the Parties and the permitted 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 early termination 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 in writing and shall require the signatures of the Parties. No waiver by any Party in certain circumstances with respect to a breach by other Parties shall operate as a waiver by such a Party with respect to any similar breach in other circumstances.

[The space below is intentionally left blank]

Party A: Xiaofangjian (Shanghai) Internet Information Technology Co., Ltd.

By: /s/ Jing Gao Name: Jing Gao Title: Legal Representative

Party B:

Jing Gao

By: /s/ Jing Gao

Party B:

Yan Cui

By: /s/ Yan Cui

Party C: Zi Wutong (Beijing) Asset Management Co., Ltd.

By: /s/ Jing Gao Name: Jing Gao Title: Legal Representative

Exclusive Call Option Agreement

This Exclusive Call Option Agreement (this Agreement) is executed by and among the following Parties as of February 12, 2018:

Party A: Xiaofangjian (Shanghai) Internet Information Technology Co., Ltd.

Party B: Jing Gao, ID number: [REDACTED]; Yan Cui, ID number: [REDACTED].

Party C: Yishui (Shanghai) Information Technology Co., Ltd.

In this Agreement, each of Party A, Party B and Party C shall be referred to as a Party respectively, and they shall be collectively referred to as the Parties.

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 and collectively 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

1.2 Steps for Exercise of Equity Interest Purchase Option

1.4 Transfer of Optioned Interests

For each exercise of the Equity Interest Purchase Option:

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 1.4.3 The relevant Parties shall execute all other necessary contracts, agreements or documents (including without limitation 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 transfer valid ownership of the Optioned Interests to Party A and/or the Designee(s), unencumbered by any security interests, and cause Party A and/or the Designee(s) to become the registered owner(s) of the Optioned Interests. For the purpose of this Section and this Agreement, security interests shall include securities, mortgages, third partys rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement and Party Bs Equity Interest Pledge Agreement. Party Bs Equity Interest Pledge Agreement as used in this Section and this Agreement shall refer to the Equity Interest Pledge Agreement (Equity Interest Pledge Agreement) executed by and among Party B, Party C and Party A as of the date hereof, whereby Party B pledges all of its equity interests in Party C to Party A, in order to guarantee Party Cs performance of its obligations under the exclusive business corporation agreement 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:

2.1.4 Without the prior written consent of Party A, they shall not incur, inherit, guarantee or suffer the existence of any 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 As written consent has been obtained;

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 2.1.5 They shall always operate all of Party Cs businesses during the ordinary course of business to maintain the asset value of Party C and refrain from any action/omission that may affect Party Cs operating status and asset value;

2.1.7 Without the prior written consent of Party A, they shall not cause Party C to provide any person with any loan or credit;

2.1.8 They shall provide Party A with information on Party Cs business operations and financial condition at Party As request;

2.1.10 Without the prior written consent of Party A, they shall not cause or permit Party C to merge, consolidate with, 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, arbitration or administrative proceedings relating to Party Cs assets, business or revenue;

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:

3. Representations and Warranties

Party B and Party C hereby represent and warrant to Party A, jointly and severally, as of the date of this Agreement and each date of transfer of the Optioned Interests, that:

3.4. Party C has a good and merchantable title to all of its assets, and has not placed any security interest on the aforementioned assets;

3.6. There are no pending or threatened litigation, arbitration or administrative proceedings relating to the equity interests in Party C, assets of Party C or Party C.

4. Effective Date

5. Governing Law and Resolution of Disputes

5.1 Governing law

The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by the laws of China.

5.2 Disputes Resolution

6. Taxes and Fees

7. Notices

7.1.2 Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically generated confirmation of transmission).

8. Confidentiality

The Parties acknowledge that any oral or written information exchanged among them with respect to this Agreement is confidential information. Each Party shall maintain the confidentiality of all such information, and without obtaining the written consent of other Parties, it shall not disclose any relevant information to any third parties, except in the following circumstances: (a) such information is or will be in the public domain (provided that this is not the result of a public disclosure by 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 transaction contemplated hereunder, and such legal counsel or financial advisor are also bound by confidentiality duties similar to the duties in this Section. Disclosure of any confidential information by the staff members or agency 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 this Agreement for any reason.

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 all of the Parties.

10.2 Entire agreement

10.3 Headings

The headings of this Agreement are for convenience only, and shall not be used to interpret, explain or otherwise affect 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

This Agreement shall be binding on and shall inure to the interest of the respective successors of the Parties and the permitted 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 early termination 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

[The space below is intentionally left blank]

Party A: Xiaofangjian (Shanghai) Internet Information Technology Co., Ltd.

By: /s/ Jing Gao Name: Jing Gao Title: Legal Representative

Party B:

Jing Gao

By: /s/ Jing Gao

Party B:

Yan Cui

By: /s/ Yan Cui

Party C: Yishui (Shanghai) Information Technology Co., Ltd.

By: /s/ Jing Gao Name: Jing Gao Title: Legal Representative

PHOENIX TREE HOLDINGS LIMITED 2019 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 Phoenix Tree Holdings Limited, an exempted company incorporated in the Cayman Islands (the Company) to attract and retain the services of employees, 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, Restricted Shares, Restricted Share Units, Dividend Equivalents, Share Appreciation Rights and Share Payments (each as defined below) may be granted 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 have the following meanings:

Administrator means the Committee or any member(s) of the Board or officer(s) of the Company whom the Committee 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 the corporate, securities, tax and other laws, rules, regulations and government orders, and the rules of any applicable stock exchange or automated 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 or Share 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 such Person.

Cause means, with respect to a Participant, unless in the case of a particular Award, the particular Award Agreement states otherwise, (a) the applicable Group Member having cause, just cause or term of similar meaning or import, to terminate a Participants employment or service, as defined in any employment, consulting or services agreement between the Participant and such Group 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 events or 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, or commission of a criminal offense;

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (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 other similar agreement or the Group Members code of conduct or other workplace rules;

(iii) any material misrepresentation or omission of any material fact in connection with the Participants employment 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 the reasonable directions of a supervisor or to abide by the policies or codes of conduct of any Group Member that are applicable to such Participant or to satisfy the requirements or working standards of the applicable Group Member during any applicable probationary employment period; or

(v) any conduct that is materially adverse to the name, reputation or interests of a Group Member or the Group as 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 is not the surviving entity, except for a transaction the principal purpose of which is to change the jurisdiction in which the Company is incorporated or following which the holders of the Companys voting securities immediately prior to such transaction own more than 50% 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 a Subsidiary);

(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 a reverse takeover or scheme of arrangement (including a tender offer followed by a takeover or reverse takeover) in which the Company survives but (A) the securities of the Company outstanding immediately prior to such transaction are converted or exchanged by virtue of the transaction into other property, whether in the form of securities, cash or otherwise, or (B) the securities possessing more than 50% of the total combined voting power of the Companys then issued and outstanding securities are transferred to a person or persons different from those who held such securities immediately prior to such transaction culminating in such takeover, reverse takeover or scheme of arrangement, or (C) the Company issues new voting securities in connection with any such transaction, in each case, such that holders of the Companys voting securities immediately prior to the transaction no longer hold more than 50% of the voting securities 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 (other than Employees of one or more Group Members or entities established for the benefit of the Employees of one or more Group Members) 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 the total combined voting power of the Companys then issued and outstanding securities.

Code means the United States Internal Revenue Code of 1986, as amended.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Committee means the Compensation Committee of the Board (or a subcommittee thereof), or such other committee of the Board to which the Board has delegated power to act pursuant to the provisions of the Plan; provided, that in the absence of any such 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 that competes with a product, process, technique, procedure, device or service of any Group Member. The Administrator may determine in its 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 a Group Member.

Control means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a Person whether through the ownership of the voting securities of such Person or by contract or 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 to any Participant, (a) Disability, as defined in any employment, consulting or services agreement between the Participant and the applicable Group Member in effect at the time of such termination; or (b) in the absence of any such employment, consulting or services agreement (or in the absence of any definition of Disability contained therein), a disability, whether temporary or permanent, partial or 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 in exercise price or base price of the relevant outstanding Award) dividends paid on Shares underlying an Award (or an amount equal to the dividends that would have been paid on such Shares as if such Shares had been issued and outstanding during the relevant period) as provided under Section 14.

Employee means any person who has an employment relationship with any Group Member. A Service Provider shall not cease to be an Employee in the case of (i) any leave of absence approved by the relevant Group Member under Applicable Law, 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 principal exchange or system on which the Shares are listed or traded on the date of determination, as reported in Bloomberg or such other source as the Administrator deems reliable unless otherwise prescribed by any Applicable Law, or, if the date of determination is not a Trading Date, the closing sales price as quoted on the principal exchange or system on which the Shares are listed or traded on the Trading Date immediately preceding the date of determination, as reported in Bloomberg or such other source as the Administrator deems reliable unless otherwise prescribed by any Applicable Law;

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (ii) If depositary receipts representing the Shares are listed on one or more established stock exchanges or traded on an automated quotation system, the Fair Market Value shall be the closing sales price for such depositary receipts (or the closing bid, if no sales were reported) as quoted on the principal exchange or system on the date of determination, as reported in Bloomberg or such other source as the Administrator deems reliable, divided by the number of Shares that are represented by such depositary receipts, or, if the date of determination is not a Trading Date, the closing sales price for such depositary receipts as quoted on the principal exchange or system on which such depositary receipts are listed or traded on the Trading Date immediately preceding the date of determination, as reported in Bloomberg or such other source as the Administrator deems reliable unless otherwise prescribed 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 determined in good faith by the Board.

Family Member means, with respect to a Participant, (i) the Participants Immediate Family Member; (ii) a trust solely for the benefit of the Participant and/or one or more of the Participants Immediate Family Members; or (iii) a partnership or limited liability company whose only partners or shareholders are the Participant and/or one or more of the Participants Immediate Family 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 Participants child, stepchild, parent, stepparent or spouse.

Nonstatutory Stock Option means an Option not intended to qualify as an incentive stock option under Section 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, individual proprietorship, 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 of voting securities, by contract, or other arrangements as trustee, executor or otherwise, but which, for purposes of the Plan, is not a Subsidiary and which the Administrator designates as a Related Entity. For purposes of the Plan, any Person in or of which the Company or a Subsidiary owns, directly or indirectly, securities or interests representing twenty percent (20%) or more of its total combined voting power of all classes of securities or interests shall be deemed a Related Entity unless the Administrator determines otherwise.

Restricted Share means a Share subject to restrictions and repurchase rights granted pursuant to the Plan.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 not be granted to any Consultant or Director in any jurisdiction in which, pursuant to Applicable Law, grants to non-employees are not permitted. Except as otherwise expressly provided herein or in any Award Agreement, if any Person is a Service Provider by reason of being an Employee, Director or Consultant to a Group Member, and such Persons service is transferred to another Group Member, then the Administrator, in its sole discretion, may determine that such Persons service as a Service Provider has terminated as a result of 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 accordance with Section 14 below.

Share Appreciation Right means a right to receive a payment equal to the excess of the Fair Market Value of a specified number of Shares on the date the Share Appreciation Right is exercised over the base price set forth in the applicable Award Agreement, granted pursuant to the Plan.

Share Payment means a payment in the form of Shares, as part of any bonus, deferred compensation or other cash compensation arrangement, made in lieu of all or any portion of such bonus, deferred compensation or other cash compensation arrangement, 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 as may 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 Participants tax obligations) or any levies, stamp duties, charges or taxes required or permitted to be withheld or otherwise payable under Applicable Law 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 the Participants status as a Service Provider for Cause or (ii) the Participants termination without Cause or voluntary resignation as a Service Provider if the Administrator determines at any time that, before or after the Participants termination without Cause or resignation, a Group Member had Cause to terminate such Participants status as a Service Provider.

Trading Date means any day on which the Shares or depositary receipts representing the Shares are (i) publicly traded on one or more established stock exchanges or automated quotation systems under an effective registration statement or similar document 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 the Code (i.e., a citizen or resident of the United States, including a lawful permanent resident, even if such individual resides outside of the United States).

U.S. Securities Act means the United States Securities Act of 1933 and the regulations thereunder, as amended from time to time.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document U.S. Securities Exchange Act means the United States Securities Exchange Act of 1934 and the regulations thereunder, 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 without limitation or but not limited to;

(iv) references to dollars or US$ shall be deemed references to the lawful money of the United States of America;

(v) references to sections, sub-sections, clauses, sub-clauses, paragraphs, sub-paragraphs and schedules are to sections, 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 have been, 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 not apply.

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 of Shares that may be subject to Awards under the Plan is 230,000,000, provided, that if the aggregate number of Shares reserved and available for issuance pursuant to Awards granted under the Plan falls below 2% of the total number of Class A and Class B ordinary shares issued and outstanding on the last day of the immediately preceding fiscal year (the Limit), the aggregate number of Shares reserved and available for issuance pursuant to Awards granted under the Plan shall be automatically increased to the Limit on January 1 thereafter, 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 terms then 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 by the 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 to the Award (or such portion thereof) shall again be available for the grant of an Award pursuant to the Plan (unless the Plan has terminated). 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 to such Award (or such portion of an Award) shall again be available for grant pursuant to the Plan. Shares that have actually been issued under the Plan, pursuant to Awards under the Plan shall not be returned to the Plan and shall not cause the number of Shares available to be subject to Awards under the Plan to be increased, except that if:

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (i) any Restricted Shares are forfeited or the Company repurchases Restricted Shares pursuant to the terms of the Award Agreement, or

(ii) the Company repurchases any Shares issued pursuant to any Award (or a portion thereof) in the event of a Participants joining a Competitor, Termination for Cause, or any of the other circumstances as set forth in Section 18(a), then such Restricted Shares or Shares shall form part of the authorized but unissued share capital of the Company and may become available 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 the Plan, in payment of the exercise or purchase price thereof or Tax obligation or withholding thereon, may again be optioned, granted or awarded 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 administration of the Plan in accordance with its provisions. Subject to the provisions of the Plan, the Administrator shall have the power and authority, 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 purchase price 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 each Participant and to amend any Award Agreement; provided, that: (1) the rights or obligations of the Participant holding the Award that is the subject of any such Award Agreement are not affected adversely by such amendment; (2) the consent of the affected Participant is obtained; or (3) such amendment is otherwise permitted under the Plan. Any such amendment of an Award under the Plan need not be the same with respect to each Participant;

(vi) to determine the terms and conditions of any Award granted hereunder (such terms and conditions to include the exercise or purchase price thereof, the time or times when Awards may be vested, issued or exercised as the case may be (which may be based on performance criteria), the times at which Shares are issuable under a Restricted Share Unit, whether any Award may be paid in cash or Shares and any rules for tolling the vesting of Awards upon an authorized leave of absence, based in each case on such factors as the Administrator, in its sole discretion, shall determine);

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (vii) to determine any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Awards or the Shares relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine;

(viii) to determine all matters and questions relating to whether a Participants status as a Service Provider has been terminated, including if such termination was for Cause or for Disability and whether any transfer of service among Group Members constitutes a termination, and, if so, to determine the effective date of any such termination (which it may determine to be the date of notice of resignation or the date of an act or omission by such Participant constituting Cause) and all questions of whether particular 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 Plan and all Award Agreements, including rules and regulations relating to sub-plans established for the purpose of qualifying for preferred Tax 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 a portion 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 comply with Applicable Law or any necessary local governmental regulatory exemptions or approvals or listing requirements of any securities exchange 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 the Administrator 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 the Administrator in lieu of a meeting. The Administrator is entitled to, in good faith, rely or act upon any report or other information furnished by any officer or other employee of any Group Member, the Companys independent certified public accountants, or any executive compensation consultant or other professional retained by the Company or the Administrator to assist in the administration of the Plan.

(d) Effect of Administrators Decision. The Administrators 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 all Participants.

(e) Delegation of Authority. To the extent permitted by Applicable Law, the Administrator may from time to time delegate to a committee of one or more members of the Board or one or more officers of the Company the authority to grant or amend Awards or to take other administrative actions pursuant to this Section 4. Any delegation hereunder shall be subject to the restrictions and limits that the Administrator specifies at the time of such delegation, and the Administrator may at any time rescind the authority so delegated or appoint a new delegate.

5. Eligibility.

(a) Subject to the terms of the Plan, all forms of Awards may be granted to any Service Provider.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (b) Neither the Plan nor any Award shall confer upon any Participant any right with respect to continuing the Participants relationship as a Service Provider with any Group Member, nor shall it interfere in any way with the Participants right or any Group Members 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 in accordance with such rules as the Administrator shall determine (and, in the case of Restricted Share Units granted to U.S. Persons, in no 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 than ten (10) years from the date of grant thereof. Subject to the foregoing, except as limited by the requirements of Section 409A of the Code and regulations and rulings thereunder, the Administrator may extend the term of any outstanding Award, and may extend the time period during which vested Awards may be exercised, in connection with any termination of a Participants 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 the Administrator makes the determination granting such Award or such other future date as is determined by the Administrator. Notice of the determination shall be given to each Service Provider to whom an Award is so granted within a reasonable time after the date of such grant.

(c) Stand-Alone and Tandem Awards. Awards granted pursuant to the Plan may, in the sole discretion of the Administrator, be granted either alone, in addition to, or in tandem with, any other Award granted pursuant to the Plan (or any other award granted pursuant to another compensation plan). Awards granted in addition to or in tandem with other Awards may be granted either at the same time as or at a different time from the grant of such other Awards (or any other award granted pursuant to another compensation plan).

(d) Award Agreement. All Awards shall be evidenced by an Award Agreement setting forth the number of Shares subject to the Award and the terms and conditions of the Award, which shall not be inconsistent with the Plan; provided, that if necessary 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 of the Code.

(e) Vesting. The period during which an Award vests, in whole or in part, shall be set by the Administrator, and the Administrator may determine that an Award may not vest, in whole or in part, for a specified period after it is granted. Such vesting may be based on service with a Group Member and/or any other criteria selected by the Administrator. At any time after grant of an Award, the Administrator may, in its sole discretion and subject to whatever terms and conditions it selects, accelerate the period during which an Award vests. No portion of an Award that is unvested or unexercisable at the termination of a Participants status as a Service Provider shall thereafter become vested or exercisable, except as may be otherwise provided by the Administrator either in the Award Agreement or by action of the Administrator following the grant of the Award.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (f) Issuance of Shares. Shares issued upon grant, exercise or vesting of an Award (or any portion thereof) shall be issued in the name of the Participant or, if requested by the Participant and approved by the Administrator in its sole discretion, in the name of the Participant and the Participants spouse or in the name of one or more of the Participants Family Members.

(g) Termination of Relationship as a Service Provider. If a Participants status as a Service Provider terminates, such Participant may exercise any unexercised Award (to the extent exercisable) within such period of time, if any, as is specified in the Award Agreement to the extent that the Award is vested and exercisable on the date of termination (but in no event later than the expiration 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 to be exercisable on the thirtieth (30th) day following the Participants termination (and in no event shall any Award be exercisable later than the expiration of the term of the Award as set forth in the Award Agreement). Unless otherwise specified in the Award Agreement or otherwise determined by the Administrator, if, on the date of termination, the Participant is not vested as to the Participants entire Award, the unvested portion of such Award shall be deemed cancelled and the Shares covered by the unvested portion of the Award shall revert to the Plan and again be available for grant or award under the Plan. If, after termination, the Participant does not exercise the Participants Award within the time specified by the Administrator, the Award shall terminate, and the Shares covered by such Award shall revert to the Plan and again be available for grant or award under the Plan.

(h) Disability of Participant. If a Participants status as a Service Provider terminates as a result of the Participants Disability, the Participant may exercise any unexercised Award (to the extent exercisable) within such period of time as is specified in the Award Agreement to the extent the Award is vested and exercisable on the date of termination (but in no event later than the expiration 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 Participants termination (but in no event later than the expiration of the term of the Award as set forth in the Award Agreement). Unless otherwise specified in the Award Agreement or otherwise determined by the Administrator, if, on the date of termination, the Participant is not vested as to a portion of the Participants entire Award, the unvested portion shall be automatically cancelled, and the Shares covered by such unvested portion shall revert to the Plan and again be available for grant or award under the Plan. If, after termination, the Participant does not exercise the vested portion of the Participants Award within the time specified herein, the Award shall terminate, and the Shares covered by such vested portion shall 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 and exercisable 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 the Award Agreement) by the Participants 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 be determined by the Administrator in its sole and absolute discretion). In the absence of a specified time in the Award Agreement, the Award shall remain exercisable for twelve (12) months following the Participants death (but in no event later than the expiration of the term of the Award as set forth in the Award Agreement). Unless otherwise specified in the Award Agreement or otherwise determined by the Administrator, if, at the time of death, the Participant is vested as to only a portion of the entire Award, the unvested portion of such Award shall be automatically cancelled, and the Shares covered by the unvested portion shall immediately revert to the Plan and again 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 under the Plan.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (j) Termination for Cause. Subject to Applicable Law, if a Participant is Terminated for Cause, all unexercised Options or Share Appreciation Rights, whether vested or unvested, and all other unvested Awards, shall be cancelled as of the date of such termination (in each case, unless the Administrator determines otherwise in its sole discretion), and all Shares acquired pursuant to an Award by such Participant shall be subject to a right of repurchase by the Company in accordance with Section 18(b). Any Shares covered by cancelled Awards, and any Shares repurchased, shall revert to the Plan and again be available for grant or award under the Plan.

7. Options.

(a) After the Administrator determines that it will offer Options under the Plan, it shall advise the offeree in writing or electronically 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 set forth in the Award Agreement which, unless otherwise determined by the Administrator, may be a fixed or variable price determined by reference 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 the date 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 herein if such Option is granted pursuant to an assumption or substitution for an option granted by another company, whether in connection with an acquisition of such other company or otherwise, and (iii) the exercise price per Share shall not in any circumstances be less than the 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 price per 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 not prohibited by Applicable Law, a downward adjustment of the exercise prices of Options mentioned in the preceding sentence shall be effective without the approval of the Board or the Companys 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 the method of payment, shall be determined by the Administrator. Such consideration may consist of:

(i) cash;

(ii) check or wire transfer;

(iii) promissory note;

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (iv) subject to the consent of the Administrator, which may be withheld in its sole discretion, by the Company withholding or repurchasing Shares (including, without limitation, by withholding Shares that would otherwise be issuable upon exercise of such Options) that have a Fair Market Value on the date withheld or repurchased equal to the aggregate exercise price of the Shares 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 par value 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 fully paid; and (B) where payment is effected by the Company repurchasing Shares, the repurchase price for such repurchased Shares shall be equal 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 the Participant 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 held by the Participant for such period as established from time to time by the Administrator in order to avoid adverse accounting treatment applying 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 the Company) have been satisfied;

(v) consideration received by the Company under a broker-assisted or similar cashless exercise program implemented by the Company in connection with the Plan pursuant to which the Company is delivered a copy of irrevocable instructions to a stockbroker to sell the Shares otherwise deliverable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the exercise price; provided, that, where relevant, arrangements have been made for the payment in full of the 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 permitted by Applicable Law; or

(vii) any combination of the foregoing methods of payment. In making its determination as to the type of consideration to accept, the Administrator shall consider if acceptance of such consideration may be reasonably expected to benefit the Company.

(d) Procedure for Exercise. Any Option granted hereunder shall be exercisable according to the terms hereof at such times and under such conditions as determined by the Administrator and set forth in the Award Agreement. An Option may not be exercised for a fraction of a Share. An Option shall be exercised when the Company receives written or electronic notice of exercise (in accordance with the Award Agreement) from the person entitled to exercise the Option and payment of the exercise price and Taxes that are required to be withheld or paid by the relevant Group Member. Full payment may consist of any consideration and method of payment permitted under Section 7(c) above.

(e) Rights as a Shareholder. Until the Shares are evidenced as issued by entry in the Companys register of members, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Shares, notwithstanding the exercise of the Option. The Company shall cause such Shares to be evidenced as issued by entry in the Companys register of members promptly after the Option is exercised. 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.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (f) Substitution of Share Appreciation Rights. The Administrator may provide in the Award Agreement evidencing the grant of an Option that the Administrator, in its sole discretion, shall have the right to substitute a Share Appreciation Right for such Option at any time prior to or upon exercise of such Option; provided, that such Share Appreciation Right shall be exercisable with respect 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 in writing 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 such restrictions and vesting requirements as the Administrator shall provide. Restricted Shares may not be sold or encumbered until all such restrictions are terminated or expire, and all vesting requirements are satisfied or waived, in accordance with the terms of the relevant Award Agreement. All share certificates relating to Restricted Shares shall be held by the Company in escrow for the Participant until all 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 in services, 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 Restricted Shares for no consideration) and thereupon either cancelled or transferred to the Company without consideration. If a purchase price was paid by the Participant for the Restricted Shares (other than in services), then, upon the Participants termination as a Service Provider, the Company shall have the right to repurchase from the Participant the unvested Restricted Shares then subject to restrictions at a cash price per Share equal to the price paid by the Participant for such Restricted Shares or such other amount as may be specified in the Award Agreement.

(d) Rights as a Shareholder. Once the Restricted Shares are issued, subject only to the restrictions on such Restricted Shares as provided in the Award Agreement, the Participant shall have rights as a shareholder that are equivalent to the rights of other holders of Shares, and shall be a shareholder when the Participant is recorded as the holder of such Restricted Shares upon entry in the Companys register of members. No adjustment shall be made for a dividend or other right in respect of any Restricted Share for which the record date is prior to the date the Participant is entered on the Companys 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 offeree in writing or electronically of the terms, conditions and restrictions related to such Restricted Share Units, including, if applicable, the purchase 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 not have any rights as a shareholder with respect to any Share subject to the Award of Restricted Share Units.

(a) After the Administrator determines that it will offer Share Appreciation Rights under the Plan, it shall advise the offeree 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 measured shall be the base price as determined by the Administrator and set forth in the Award Agreement, which, unless otherwise determined by the Administrator, may be a fixed or variable price determined by reference to the Fair Market Value of the Shares with respect to which such Share Appreciation Right is granted; provided, that no Share Appreciation Right may be granted to a U.S. Person with a base price per Share that is less than the Fair Market Value of such Share on the date the Share Appreciation Right is granted (or adjusted pursuant to the following sentence) without such Share Appreciation Right complying with Section 409A of the Code; provided, further, that Share Appreciation Rights may be granted with a base price per Share lower than that set forth herein if such Share Appreciation Right is granted pursuant to an assumption or substitution for a share appreciation right granted by another company, whether in connection with an acquisition of such other company or otherwise; and provided, further that the base price per Share shall not in any circumstances be less than the par value of the Share. The base price per Share so established for a Share Appreciation Right may be increased or decreased 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 base price per Share shall not in any circumstances be less than the par value of the Share. For the avoidance of doubt, to the extent not prohibited by Applicable Law, a downward adjustment in the base price mentioned in the preceding sentence shall be effective without the approval of the Board or the Companys shareholders or the approval 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 of the date the Share Appreciation Right is exercised) or a combination of both, as determined by the Administrator in the Award Agreement or, if the Award Agreement does not specifically so provide, by the Administrator at the time of exercise. To the extent any payment is effected in Shares, only that number of Shares actually issued in payment of the Share Appreciation Right shall be counted against 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 terms hereof at such times and under such conditions as determined by the Administrator and set forth in the Award Agreement. A Share Appreciation Right shall be exercised when the Company receives written or electronic notice of exercise (in accordance with the Award Agreement) from the person entitled to exercise the Share Appreciation Right and payment of Taxes which are required to be withheld or paid by the relevant Group Member. If Shares are issued upon exercise of a Share Appreciation Right, then such Shares shall be issued in the name of the Participant or, if requested by the Participant and if approved by the Administrator in its sole discretion, in the name of the Participant and the Participants spouse and/or in the name of one or more of the Participants Family Members.

(e) Rights as a Shareholder. If and to the extent that the Administrator determines that any Share Appreciation Right shall be paid in Shares, then until such Shares are issued (by entry in the Companys register of members), no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to such Shares, notwithstanding the exercise of the Share Appreciation Right. The Company shall issue (or cause to be issued) such Shares promptly after the Share Appreciation Right is exercised. 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.

The Administrator is authorized to grant Dividend Equivalents with respect to any Award and any Service Provider. Dividend Equivalents with respect to an Award may be granted by the Administrator based on dividends declared on the Shares underlying such Award (and, in the case of any such Shares which have not been issued, the Dividend Equivalent may entitle the holder of such Award to receive an amount equal to the dividends that would have been paid on such Shares as if such Shares had been issued and outstanding during the relevant period), to be credited as of dividend payment dates during the period between the date the Dividend Equivalent is granted to a Participant and the date the Award with respect to which the Dividend Equivalent vests, is exercised, is distributed or expires, as determined by the Administrator. Such Dividend Equivalents shall be settled in cash, other property or a reduction in exercise price or base price of the relevant Award by such formula and at such time and subject to such limitations as may be determined by the Administrator and set forth in the Award Agreement. Dividend Equivalents shall not be granted on Options or Share 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 time by the Administrator; provided, that, unless otherwise determined by the Administrator, such Share Payments shall be made in lieu of base salary, bonus or other cash compensation otherwise payable to such Participant, including any such compensation that has been deferred at the election of the Participant; provided, further, that not less than the par value of any Share shall be received by the Company in connection with its issuance of a Share pursuant to any such Share Payment. In accordance with Applicable Law, such par value may be paid through the provision of services. The number of Shares issuable as a Share Payment shall be determined by the Administrator 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 to execution, attachment or similar process; provided, that (i) during a Participants lifetime, with the consent of the Administrator (on such terms and conditions as the Administrator determines appropriate, including the transferee agreeing in writing that the provisions of this Section 13 shall continue to apply to such Awards in the hands of such transferee), the Participant may transfer Awards pursuant to domestic relations order in the settlement of marital property rights, (ii) the Administrator may permit transfer of an Award to Family Members in its sole discretion under such circumstances as it deems appropriate, and (iii) following a Participants death, Awards, to the extent they are vested upon the Participants 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 such transferee.

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 Shares covered by each outstanding Award, the number of Shares which have been authorized for issuance under the Plan but as to which no Awards have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Award and the price per Share covered by each such outstanding Award and any other affected terms of such Awards, shall be proportionally and equitably adjusted 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 other increase or decrease in the number of issued Shares effected without consideration by the Company, then the number of Shares covered by each outstanding Award, the number of Shares which have been authorized for issuance under the Plan but as to which no Awards have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Award as well as the price per Share covered by each outstanding Award and any other affected terms of such Awards may be adjusted for any increase or decrease in the number of issued Shares resulting therefrom. The conversion of any convertible securities of the Company shall not be deemed to have been effected without receipt of consideration. The manner in which such adjustments under this Section 14(a) are to be accomplished shall be determined by the Administrator, whose determination shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of any class, or securities convertible into shares of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares subject to an Award. For the avoidance of doubt, in the case of any extraordinary cash dividend, the Board shall make an equitable or proportionate adjustment to outstanding Awards to reflect the effect of such extraordinary cash dividend.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator shall notify each Participant as soon as practicable prior to the effective date of commencement of such proposed dissolution or liquidation. The Administrator in its discretion may provide for a Participant to have the right to exercise the Participants Option or Share Appreciation Right until fifteen (15) days prior to the commencement of such dissolution or liquidation as to all of the Shares covered thereby. In addition, the Administrator may provide that any Company repurchase option or any vesting condition applicable to any Restricted Shares shall lapse as to all such Restricted Shares and any Shares issuable under any Restricted Share Units or as Share Payments shall be issued as of such date; provided, that the proposed dissolution or liquidation commences at the time and in the manner contemplated by the proposed dissolution or liquidation. To the extent it has not been previously exercised or paid out, each Award 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 agreement entered into by and between the Company and a Participant, if a Change in Control occurs, the Company, as determined in the sole discretion 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 upon the exercise of such Award or realization of the Participants rights had such Award been currently exercisable or payable or fully vested (and, for the avoidance of doubt, if as of such date the Administrator determines in good faith that no amount would have been attained upon the exercise of such Award or realization of the Participants rights, then such Award may be terminated by the Company without payment); or

(iii) provide for the assumption, conversion or replacement of any Award by the successor or surviving company or a parent or subsidiary of the successor or surviving company with other rights (including cash) or property selected by the Administrator in its sole discretion or the assumption or substitution of such Award by the successor or surviving company, or a parent or subsidiary thereof, with such appropriate adjustments as to the number and kind of shares and prices as the Administrator deems, in its sole discretion, reasonable, equitable and appropriate. In the event the successor or surviving company refuses to assume, convert or replace outstanding Awards, the Awards shall fully vest, and the Participant shall have the right to exercise or receive payment as to all of 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).

(d) Prior to any payment or adjustment contemplated under this Section 14, the Administrator may require a Participant to (i) represent and warrant as to the unencumbered title to the Participants Awards; (ii) bear such Participants pro rata share of any post-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 to comply with Section 409A of the Code; and (iii) deliver customary transfer documentation as reasonably determined by the Administrator.

15. Miscellaneous General Rules.

(a) Share Certificates; Book Entry Procedures. Notwithstanding anything herein to the contrary, the Company shall not be 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 delivery of such certificates, as applicable, is in compliance with all Applicable Law. All Share and ADS certificates delivered pursuant to the Plan are subject to any stop-transfer orders and other restrictions as the Administrator deems necessary or advisable to comply with all Applicable Law. The Administrator may place legends on any Share or ADS certificate to reference restrictions applicable to the Share or ADS. Notwithstanding any other provision of the Plan, unless otherwise determined by the Administrator or required by any Applicable Law, the Company shall not deliver to any Participant certificates evidencing Shares or ADSs issued in connection with any Award and instead such Shares or ADSs shall be recorded in the books of the Company (or, as applicable, its transfer agent or share plan administrator). In addition to the terms and conditions provided herein, the Administrator may require that a Participant make such

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document reasonable covenants, agreements and representations as the Administrator, in its discretion, deems advisable in order to comply with any Applicable Law. The Administrator shall have the right to require any Participant to comply with any timing or other restrictions with respect to the settlement or exercise of any Award, including a window-period limitation, as may be imposed in the discretion of the Administrator.

(b) Paperless Administration. Subject to Applicable Law, the Administrator may make Awards and provide applicable disclosure and procedures for exercise of Awards by an internet website, electronic mail or interactive voice response system for the paperless administration of Awards.

(c) Applicable Currency. The Award Agreement shall specify the currency applicable to such Award. The Administrator may determine, in its sole discretion, that an Award denominated in one currency may be paid in any other currency based on the prevailing exchange rate as the Administrator deems appropriate. A Participant may be required to provide evidence that any currency used to pay the exercise price or purchase price of any Award was acquired and taken out of the jurisdiction in which the Participant 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 any benefits pursuant to any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of any Group Member, 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 of awards in Shares or otherwise shall be subject to all Applicable Law, and to such approvals by government agencies as may be required. The Company shall be under no obligation to register any of the Shares issued under the Plan under any Applicable Law. If the Shares issued under the Plan may in certain circumstances be exempt from registration under Applicable Law the Company may restrict 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 any Award; 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 such fractional ADS.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (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, in the 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 Award pursuant 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 such Participant has made arrangements acceptable to the Administrator for the satisfaction of Taxes and any other costs and expenses in connection with the grant, exercise or vesting of Awards and/or the issuance of the Shares. If permitted by Applicable Law, (i) the Company or the relevant Group Member shall have the authority and the right to deduct or withhold from any compensation payable to a Participant, or require a Participant to remit to the Company or the relevant Group Member, an amount sufficient to satisfy all Taxes and (ii) the Administrator may, in its discretion and in satisfaction of the foregoing requirement, allow or require a Participant to satisfy Taxes by having the Company withhold or repurchase Shares otherwise issuable under an Award (or other amounts payable under an Award) having a Fair Market Value equal to the Taxes. Notwithstanding any other provision of the Plan, the number of Shares otherwise issuable under an Award which may be withheld with respect to the grant, issuance, vesting, exercise or payment of any Award (or which may be repurchased from the Participant of such Award (or a portion thereof) after such Shares were acquired by the Participant from the Company) in order to satisfy all Taxes, unless specifically approved by the Administrator, will be limited to the number of Shares otherwise issuable under an Award that have a Fair Market Value on the date such Shares are vested, withheld or repurchased, or such other date as the Administrator deems appropriate or as required under Applicable Law, equal to the aggregate amount of such Taxes. All elections by the Participants to have Shares otherwise issuable under an Award withheld or repurchased for this 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 settled in cash or other property in lieu of Shares; provided, that payment in cash or other property in lieu of Shares shall not be made earlier than 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 substituted with, cash or other property or securities (a Substitute Property), the valuation of such Award and its Substitute Property, or the exchange ratio between the two, shall be determined in good faith by the Administrator and supported by the valuation achieved in the relevant transaction, or in the absence of any such transaction, by an independent valuation expert selected by the Administrator.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (m) Effect of Plan upon Other Compensation Plans. The adoption of the Plan shall not affect any other compensation or incentive plans in effect for any Group Member. Nothing in the Plan shall be construed to limit the right of any Group Member (i) to establish any other forms of incentives or compensation for Service Providers, or (ii) to grant or assume options or other rights or awards otherwise than under the Plan in connection with any proper corporate purpose including the grant or assumption of options in connection with the acquisition by purchase, lease, merger, consolidation or otherwise, of the business, securities or assets of any corporation, 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 the Plan is subject to Section 409A of the Code, the Award Agreement evidencing such Award shall incorporate the terms and conditions required by Section 409A of the Code. To the extent applicable, the Plan and Award Agreements shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder. Notwithstanding any provision of the Plan to the contrary, in the event that the Administrator determines that any Award may be subject to Section 409A of the Code and related Department of Treasury guidance, the Administrator may adopt such amendments to the Plan and the applicable Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Administrator determines are necessary or appropriate to (i) exempt the Award from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (ii) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance and, if possible, thereby avoid or reduce the application of any penalty taxes under such Section. The Administrator shall use commercially reasonable efforts to implement the provisions of this Section 15(n) in good faith; provided, that none of the Company, the other Group Members, the Administrator, any of the Groups employees, 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 member of 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 any claim, 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 action or 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 such action, suit, or proceeding against it, him or her; provided, that it, he or she gives the Company an opportunity, at its own expense, to handle 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 of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled pursuant to the Companys memorandum and articles of association as amended from time to time, as a matter of law, or otherwise, or any power that the 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 Award Agreements are translated from English into another language, the English version of the Plan and Award Agreements will always govern, 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 inconsistent with the Plan as may be determined by the Administrator in its sole discretion.

(a) Effective Date; Term of Plan. The Plan became effective immediately upon completion of the Companys initial public 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 may amend this Plan at any time in such respects as the Board may deem advisable; provided, that, if required to comply with Applicable Law (other than any requirement which may be disapplied by the Company following any available home country exemption), the Company 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 shall not affect Awards previously granted or issued, as the case may be, and such Awards shall remain in full force and effect as if this Plan had not been amended or terminated, unless mutually agreed otherwise between the affected Participant and the Company, which agreement 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 Act of 1940, as amended, all grants of Awards and Shares issuable upon exercise or vesting of Awards shall be exempt from registration under 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 such exemption. The Company intends for this Plan to constitute a written compensatory benefit plan within the meaning of Rule 701(b) of Title 17, Code of Federal Regulations, Section 230.701 (Rule 701), promulgated by the U.S. Securities Act. Unless otherwise designated by the Administrator at the time an Award is granted, all Awards granted under this Plan by the Company, and the issuance of any Shares pursuant thereto, are intended to be granted to (i) persons who meet the requirements of a U.S. Person as such term is defined 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 Applicable Laws, rules and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of any Award to the contrary, the Company shall be under no obligation to offer to sell or to sell, and shall be prohibited from offering to sell or selling, any Shares pursuant to an Award unless such Shares have been properly registered for sale pursuant to Applicable Law or unless the Company has received an opinion of counsel, satisfactory to the Company, that such Shares may be offered or sold without such registration pursuant to an available exemption therefrom and the terms and conditions of such exemption have been fully complied with. The Company shall be under no obligation to register for sale under any Applicable Laws any of the Shares 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 or contractual restrictions and/or blockage and/or other market considerations would make the Companys acquisition of Shares from the public markets, the Companys issuance of the Shares to the Participant, the Participants acquisition of the Shares from the Company and/or the Participants sale of Shares to the public markets, illegal, impracticable or inadvisable. If the Administrator determines to cancel all or any portion of an Award in accordance with the foregoing, the Company shall pay to the Participant an amount equal to the excess of (i) the aggregate Fair Market Value of the Shares subject to such Award or portion thereof canceled (determined as of the applicable exercise date or the date that the Shares would have been vested or issued, as applicable), over (ii) the aggregate exercise price or base price or any amount payable as a condition of issuance of Shares (in the case of any other Award). Such amount shall be delivered to the Participant as soon as practicable following the cancellation of such Award or portion thereof.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document (d) Notwithstanding any provision of the Plan to the contrary, in no event shall a Participant be permitted to exercise an Option in a manner that the Administrator determines would violate the United States Sarbanes-Oxley Act of 2002, or any other Applicable Law or the applicable rules and regulations of the U.S. Securities Exchange Commission or the applicable rules and regulations 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 Participants term of service or within 12 months after termination as a Service Provider, or such longer non-compete period to which the Participant is subject in any Award Agreement or other agreement with any Group Member, such Participant (i) directly or indirectly, establishes, incorporates, forms, enters into, or participates in the Business as an owner, partner, principal or shareholder or other proprietor (other than through a purchase on the open market, solely as a passive 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 or renders any services to or for, any Competitor, or (iii) knowingly performs or has performed any act that may confer a competitive benefit 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 Share Appreciation Rights, whether vested or unvested, and all other unvested Awards shall be cancelled as of the date determined by the Administrator in its sole discretion; (II) all Shares acquired pursuant to any Award (or a portion thereof) shall be subject to repurchase by 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 the Company without payment), and (2) the Fair Market Value or such other value of the Shares as determined by the Administrator or as set forth in the applicable Award Agreement, or (III) all proceeds, gains or other economic benefit actually or constructively received by the Participant upon any receipt or exercise of any Awards (or a portion thereof) or upon the receipt or resale of any Shares underlying any 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 forfeiture conditions, rights of repurchase or redemption, rights of first refusal, and other transfer restrictions as set forth in the shareholders agreement of the Company or, if there is no shareholders agreement or such provisions do not exist in the shareholders agreement of the Company, as the Administrator may determine as set forth in an Award Agreement (which restrictions shall apply in addition to any restrictions that may apply to holders of Shares generally).

This Plan shall be governed by the laws of the Cayman Islands.

LIST OF SUBSIDIARIES AND CONSOLIDATED VARIABLE INTEREST ENTITIES OF

PHOENIX TREE HOLDINGS LIMITED

Subsidiaries Jurisdiction of Incorporation Phoenix Tree HK Holdings Limited Hong Kong Xiaofangjian (Shanghai) Internet Information Technology Co., Ltd.* 小房间（上海）网络信息技术 PRC 有限公司 Qing Wutong Co., Ltd.* 青梧桐有限责任公司 PRC Bao Wutong (Beijing) Technology Co., Ltd.* 宝梧桐（北京）科技有限公司 PRC Yu Wutong Co., Ltd.* 玉梧桐有限责任公司 PRC Beijing Lianjie Shenghuo Information Technology Co., Ltd.* 北京连接生活信息科技有限公司 PRC Beijing Mihua Youpin Information Technology Co., Ltd.* 北京米花优品信息科技有限公司 PRC Beijing Menglifang Decoration Engineering Co., Ltd.* 北京梦立方装饰装修工程有限公司 PRC Beijing Baijia Commerce Co., Ltd.* 北京百家修商贸有限公司 PRC Zi Wutong (Tianjing) Apartment Management Co., Ltd.* 紫梧桐（天津）公寓管理有限公司 PRC Danke (Guangzhou) Apartment Management Co., Ltd.* 蛋壳（广州）公寓管理有限公司 PRC Nanjing Zi Wutong Apartment Management Co., Ltd.* 南京紫梧桐公寓管理有限公司 PRC Danke (Wahan) Apartment Management Co., Ltd.* 蛋壳（武汉）公寓管理有限公司 PRC Danke (Chengdu) Apartment Management Co., Ltd.* 蛋壳（成都）公寓管理有限公司 PRC Zi Wutong (Xian) Apartment Management Co., Ltd.* 紫梧桐（西安）公寓管理有限公司 PRC Danke (Chongqing) Apartment Management Co., Ltd.* 蛋壳（重庆）公寓管理有限公司 PRC Danke (Wuxi) Apartment Management Co., Ltd.* 蛋壳（无锡）公寓管理有限公司 PRC Beijing Danke Apartment Property Management Co., Ltd.* 北京蛋壳公寓物业管理有限公司 PRC Lan Wutong (Beijing) Apartment Co., Ltd.* 蓝梧桐（北京）公寓管理有限公司 PRC Cheng Wutong (Shanghai) Apartment Management Co., Ltd.* 橙梧桐（上海）公寓管理有限公司 PRC Xian Daoyi Tongxiang Enterprise Management Consulting Co., Ltd* 西安道义通祥企业管理咨询 PRC 有限公司 Hangzhou Aishang Danke Technology Co., Ltd.* 杭州爱上蛋壳科技有限公司 PRC Hangzhou Aishangzu Property Management Co., Ltd.* 杭州爱上租物业管理有限公司 PRC Aishangzu (Suzhou) Property Service Co., Ltd.* 爱上租（苏州）物业服务有限公司 PRC Aishangzu (Shanghai) Technology Co., Ltd.* 爱上租（上海）科技有限公司 PRC Aishangzu Internet Technology Nanjing Co., Ltd.* 爱上租网络科技南京有限公司 PRC Hangzhou Jianxin Aishangzu Dwelling Service Co., Ltd.* 杭州建信爱上租住房服务有限公司 PRC Hangzhou Aishangzu Restaurant Management C., Ltd.* 杭州爱上租餐饮管理有限公司 PRC Aishangzu (Shanghai) Property Management Co., Ltd.* 爱上租（上海）物业管理有限公司 PRC Danke (Hangzhou) Asset Management Co., Ltd.* 蛋壳（杭州）资产管理有限公司 PRC Zi Wutong (Shanghai) Apartment Management Co., Ltd.* 紫梧桐（上海）公寓管理有限公司 PRC Shenzhen Danke Apartment Management Co., Ltd.* 深圳市蛋壳公寓管理有限公司 PRC Beijing Zuqu Technology Co., Ltd.* 北京租趣科技有限公司 PRC Cheng 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 PRC Yishui (Shanghai) Information Technology Co., Ltd.* 一水（上海）信息科技有限公司 PRC

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Subsidiaries of the Consolidated VIEs Jurisdiction of Incorporation Jin Wutong (Beijing) Technology Co., Ltd.* 锦梧桐（北京）科技有限公司 PRC Bo 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 its Chinese name.

Consent of Independent Registered Public Accounting Firm

The Board of Directors Phoenix 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, China October 28, 2019

CONSENT OF IRESEARCH GLOBAL INC.

iResearch Global Inc. hereby consents to (i) references to our name, (ii) inclusion of information and data contained in our report 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 contained therein, and in any other future filings or correspondence with the U.S. Securities and Exchange Commission (the SEC). We further hereby 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 Fanlei Title: Vice General Manager iResearch Global Inc. Floor 7, Building B, CCIG International Plaza 333 North Caoxi Road Xuhui District Shanghai

October 28, 2019

Phoenix Tree Holdings Limited Room 212, Chao Yang Shou Fu 8 Chao Yang Men Nei Street Dongcheng District, Beijing 100010 Peoples Republic of China

October 28, 2019

Ladies and Gentlemen:

Pursuant to Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to be named in the Registration Statement on Form F-1 (the Registration Statement) of Phoenix Tree Holdings Limited (the Company), and any amendments thereto, as a person about to become a director of the Company and agree that following the effectiveness of the Registration Statement and commencing at the effectiveness of the registration statement on Form 8-A under Section 12(b) of the Securities Exchange Act of 1934, as amended, I will serve as a member of the board of directors of the Company.

Sincerely yours,

/s/ Edwin Fung Name: Edwin Fung

Phoenix Tree Holdings Limited Room 212, Chao Yang Shou Fu 8 Chao Yang Men Nei Street Dongcheng District, Beijing 100010 Peoples Republic of China

October 28, 2019

Ladies and Gentlemen:

Sincerely yours,

/s/ Jianping Ye Name: Jianping Ye

CODE OF BUSINESS CONDUCT AND ETHICS OF 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 business ethics. 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 the Company. To the extent this Code requires a higher standard than required by commercial practice or applicable laws, we adhere to these higher standards.

This Code applies to all of the directors, officers, employees and advisors of the Company, whether they work for the Company on 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 the Company as executive officers.

It is the Companys policy that any employee who violates this Code will be subject to discipline, which may include termination of employment. If your conduct as an employee of the Company does not comply with the law or with this Code, there may be 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 feel uncomfortable about a situation or know of or suspect a violation of this Code, seek help. We encourage you to contact your supervisor first. If you do not feel comfortable contacting your supervisor, contact the compliance officer (the Compliance Officer) of the Company, who shall be a person appointed by the Board of Directors of the Company (the Board). If you have any questions regarding the Code or would like to report any violation of the Code, please call or e-mail the Compliance Officer. Any questions or violations of the Code involving an executive officer should be directed or reported to any of the independent director on our Board or the members of the appropriate committee of our Board, and any such questions or violations will be reviewed directly by the Board or the 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 act of 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. The Compliance Officer, the Board or the appropriate committee of the Board and the Company will protect your confidentiality to the greatest extent consistent with the law and the Companys need to investigate your concern.

The Company prohibits retaliation against an employee who, in good faith, seeks help or reports known or suspected violations. An employee inflicting reprisal or retaliation against another employee for reporting a known or suspected violation may be subject 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 disclosed to 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-bycase basis 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 Companys operations. These include, without limitation, laws covering bribery and kickbacks, copyrights, trademarks and trade secrets, information privacy, insider trading, illegal political contributions, antitrust prohibitions, foreign corrupt practices, offering or receiving gratuities, environmental hazards, employment discrimination or harassment, occupational health and safety, false or misleading financial information or misuse of corporate assets. It is your responsibility to understand and comply with the laws, regulations and policies that are relevant to your position. If any doubt exists about whether a course of action is lawful, you should seek advice from your supervisor or the Compliance Officer.

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 Compliance Officer 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 decision of any governmental official (including employees of any state-owned or state-controlled entities), political party, candidate for political office or official of a public international organization. This prohibition also extends to payments to a sales representative or agent if there is reason to believe that the payment will be used indirectly for a prohibited payment to foreign officials. Violation of the FCPA by employees and agents is a crime that can subject the Company (including any U.S. citizen or green card-holding employees) to severe fines and criminal penalties. Any violations shall result in appropriate disciplinary action by the Company, including termination of employment.

Health and Safety

The Company is committed not only to complying with all relevant health and safety laws, but also to conducting business in a manner 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 to you, please report these concerns immediately to your supervisor or the Human Resources Department.

The Company pursues fair employment practices in every aspect of its business. The following is intended to be a summary of our 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 freedom of association, privacy and collective bargaining. It is your responsibility to understand and comply with the laws, regulations and policies that are relevant to your job. Failure to comply with labor and employment laws 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 Compliance Officer or the Human Resources Department if you have any questions about the laws, regulations and policies that apply to you.

CONFLICTS OF INTEREST

A conflict of interest occurs when an employees private interest interferes, or appears to interfere, in any way with the interests of the Company as a whole. You should actively avoid any private interest that may influence your ability to act in the interests of 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 create conflicts of interest:

· Outside Employment. No employee may be concurrently employed by, serve as a director of, trustee for or provide any services 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 would reasonably be expected to conflict with the Company.

· Financial Interests. No employee should have a significant financial interest (ownership or otherwise) in any company that is a material customer, financial institution, service provider, supplier or competitor of the Company or any entity whose interests 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 or competitor or (ii) an investment in a material customer, financial institution, service provider, supplier or competitor that represents 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 enter into any other personal financial transaction with, any company that is a material customer, financial institution, service provider, supplier or competitor of the Company. This guideline does not prohibit arms length transactions with recognized 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 because they may influence an employees objectivity in making decisions on behalf of the Company. If a member of an employees family is interested in doing business with the Company, the criteria as to whether to enter into or continue the business relationship, and the terms and conditions of the relationship, must be no less favorable to the Company compared with those that would apply to a nonrelative seeking to do business with the Company under similar circumstances.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Employees should report any situation involving family members that could reasonably be expected to give rise to a conflict of interest to their supervisor or the Compliance Officer. For purposes of this Code, family members or members of your family 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 past year in excess of US$100,000 or 10% of the customers gross revenues, whichever is greater. A company is material financial institution if the company has funded more than 10% of the aggregate principal amount of the financing transactions facilitated by the Company in the past year. A company is a material service provider or supplier if the company has received payments from the Company in the past year in excess of US$100,000 or 10% of the service provider or suppliers gross revenues, whichever is greater. A company is a material competitor if the company competes in the Companys line of business and has annual gross revenues from such line of business in excess of US$500,000. If you are uncertain whether a particular company is a material customer, financial institution, 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 conflict of 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 appropriate committee 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 Companys interests when the opportunity to do so arises. If you discover or are presented with a business opportunity that is in the Companys line of business through the use of corporate property or corporate information or because of your position at the Company, you should first present the business opportunity to the Company before pursuing the opportunity in your individual capacity. Employees may not use corporate property or corporate information or their positions with the Company in any way that may deprive the Company of any benefit or subject it to any harm.

You should disclose to your supervisor the terms and conditions of each business opportunity covered by this Code that you wish to pursue. Your supervisor will contact the Compliance Officer and the appropriate management personnel to determine whether the Company wishes to pursue the business opportunity. Once the Company grants you permission, you may pursue the business opportunity on the same terms and conditions as those originally offered to the Company and to the extent that it is consistent with other ethical guidelines set forth in the Code.

CORPORATE ASSETS AND CONFIDENTIAL INFORMATION

Employees have a duty to protect the Companys assets and ensure their efficient use for legitimate business purposes only. Theft, carelessness and waste have a direct impact on the Companys profitability. The Companys files, computers, networks, software, phone system and other business resources are provided for business use only and they are the exclusive property of the Company. The use of the Companys funds or assets, whether or not for personal gain, for any unlawful or improper purpose is prohibited. All inventions, creative works, computer software, and technical or trade secrets developed by an employee in the course of performing the employees duties or primarily through the use of the Companys materials and technical resources while working at the Company, shall be property of the Company.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document To ensure the protection and proper use of the Companys 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 Companys property, employees should report such activities directly to a supervisor.

Employees should be aware that Companys property includes all data and communications transmitted or received by, or contained in, the Companys electronic or telephonic systems. The Companys property also includes all written communications. Employees and other users of the Companys property should have no expectation of privacy with respect to these communications and data. To the extent permitted by law, the Company has the ability, and reserves the right, to monitor all electronic and telephonic communications. 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 information includes 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 the Companys information and the information of our customer, financial institution, service provider and supplier, except when disclosure is authorized by the Company or legally mandated. An employees obligation to protect confidential information continues after he or she leaves the Company. Unauthorized disclosure of confidential information could cause competitive harm to the Company, its customers, 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 Companys 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 Companys information is legally mandated should be promptly directed to the Compliance Officer.

Care must be taken to safeguard and protect confidential information and Company property. Accordingly, the following measures should be adhered to:

· The Companys employees should prevent the inadvertent disclosure of confidential information during or after working hours. For example, documents or electronic devices containing confidential information should be stored in a secure location. 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 Companys offices, confidential matters should not be discussed within hearing range of visitors or others not working on such matters.

· Confidential matters should not be discussed with other employees not working on such matters or with friends or relatives including those living in the same household as an employee.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document · Employees should only access, use and disclose the confidential information to the extent that it is necessary for performing their duties. They should only disclose confidential information to other employees or business partners to the extent 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 Companys 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 with customers 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 not deliberately misrepresent information to customers.

· Information we obtain from customers should be treated with strict confidence and can only be shared with other parties after 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 not deliberately 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 service providers and suppliers are based on price, quality, service and reputation, among other factors. Employees dealing with service providers or suppliers should carefully guard their objectivity. Specifically, no employee should accept or solicit any personal benefit from a service provider or supplier or potential service provider or supplier that might compromise, or appear to compromise, their objective assessment of the service providers services and prices or suppliers products and prices. Employees can give or accept promotional items of nominal value or moderately scaled entertainment within the limits of responsible and customary business practice. 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 be contrary to laws governing competitive practices in the marketplace, including antitrust laws. Such actions include misappropriation or misuse of a competitors confidential information or making false statements about the competitors business and business practices.

The giving and receiving of gifts is a common business practice. Appropriate business gifts and entertainment are welcome courtesies designed to foster relationships with business partners. However, gifts and entertainment should not compromise, or appear to compromise, 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, financial institutions, service providers or suppliers only if such gifts would not be viewed as an inducement or reward for any particular business decision. All gifts and entertainment expenses should be properly accounted for on expense reports. The following specific examples may 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 Companys 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 of nominal value.

· Personal Gifts. You may accept or give personal gifts of reasonable value that are related to recognized special occasions such as a graduation, promotion, new job, wedding, retirement or a holiday. A gift is also acceptable if it is based on a family 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 specifically related to your accomplishments.

You must be particularly careful that gifts and entertainment are not construed as bribes, kickbacks or other improper payments. See The Foreign Corrupt Practices Act above for a more detailed discussion of our policies regarding giving or receiving gifts 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 inappropriate to refuse a gift or you are unable to return a gift, you should promptly report the gift to your supervisor. Your supervisor will bring the gift to the attention of the Compliance Officer, who may require you to donate the gift to an appropriate community organization. If you have any questions about whether it is permissible to accept a gift or something else of value, contact your supervisor or the Compliance Officer for additional guidance.

COMPANY RECORDS

Accurate and reliable records are crucial to our business. Our records are the basis of our earnings statements, financial reports and other disclosures to the public and guide our business decisionmaking and strategic planning. Company records include booking information, payroll, timecards, travel and expense reports, emails, accounting and financial data, measurement and performance records, electronic data files and all other records maintained in the ordinary course of our business.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 and complying 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, regulations and obligations and our policies require the disclosure of accurate and complete information regarding the Companys business, financial condition and results of operations. Inaccurate, incomplete or untimely reporting will not be tolerated and can severely damage the 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 the information in writing to the Companys audit committee of the Board.

It is essential that the Companys 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 guidelines in this Code, the executive officers and other principal financial officers must take special care to exhibit integrity at all times and to instill this value within their organizations. In particular, these senior officers must ensure that they abide by all public disclosure requirements by providing full, fair, accurate, timely and understandable disclosures, and that they comply with all other applicable laws and regulations. The executive officers and other principal financial officers must also understand and strictly comply with generally accepted 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 and maintain an adequate system of internal accounting controls. The SEC has supplemented the statutory requirements by adopting rules that prohibit (1) any person from falsifying records or accounts subject to the above requirements and (2) officers or directors from making any materially false, misleading or incomplete statement to an accountant in connection with an audit or any filing with the SEC. These provisions reflect the SECs intent to discourage officers, directors and other persons with access to the Companys books and records from taking action that might result in the communication of materially misleading financial information to the investing public.

Employees are prohibited from directly or indirectly taking any action to coerce, manipulate, mislead or fraudulently influence the Companys 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 an auditor to:

· issue or reissue a report on the Companys financial statements that is not warranted in the circumstances (due to material violations of U.S. GAAP, generally accepted auditing standards or other professional or regulatory standards);

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document · not perform audit, review or other procedures required by generally accepted auditing standards or other professional standards;

· withdraw an issued report; or

· not communicate matters to the Companys 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 summary of 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, nonpublic information about the Company. Prohibition on insider trading applies to members of the employees family and anyone else sharing the home of the employees. Therefore, employees must use discretion when discussing work with friends or family members as well as other employees. In addition, employees are prohibited from recommending, tipping or suggesting that anyone else buy or sell shares or other securities of the Company on the basis of material, nonpublic information. Employees who obtain material nonpublic information about another company in the course of their employment are prohibited from trading in shares or securities of the other company while in possession of such information or tipping others to trade on the basis of such information. Violation of insider trading laws can result in severe fines and criminal penalties, as well as disciplinary action by the Company, including termination of employment.

Information is non-public if it has not been made generally available to the public by means of a press release or other means of widespread distribution. Information is material if a reasonable investor would consider it important in a decision to buy, hold or sell stock or other securities. As a rule of thumb, any information that would affect the value of stock or other securities should be considered material. Examples of information that is generally considered material include:

· Financial results or forecasts, or any information that indicates the Companys financial results may exceed or fall short of forecasts 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 Companys auditors or a notification from its auditors that the Company may no longer rely on the auditors report.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document The laws against insider trading are specific and complex. Any questions about information you may possess or about any dealings you have had in the Companys 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 the Company in the news media and investment community directly impacts our reputation, positively or negatively. Our policy is to provide timely, accurate and complete information in response to public requests (e.g., media, analysts), consistent with our obligations to maintain the confidentiality of competitive and proprietary information and to prevent selective disclosure of marketsensitive financial data. To ensure compliance with this policy, all news media or other public requests for information regarding the Company should be directed to the Companys Investor Relations Department. The Investor Relations Department will work with you and the appropriate 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 of the Company as well as that of all persons affiliated with it. Selective disclosure occurs when any person provides potentially marketmoving information to selected persons before the news is available to the investing public generally. Selective disclosure is a crime under 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 follow these procedures:

· All contact by the Company with investment analysts, the press and/or members of the media shall be made through the chairman, the chief executive officer, chief financial officer or persons designated by them (collectively, the Media Contacts).

· Other than the Media Contacts, no officer, director or employee shall provide any potentially marketmoving information regarding 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 be directed to a Media Contact. All presentations to the investment community regarding the Company will be made by us under 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 member of 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 Company available 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 Companys policies regarding selective disclosure.

Employees should strive to conserve resources and reduce waste and emissions through recycling and other conservation measures. You have a responsibility to promptly report any known or suspected violations of environmental laws or any events that may result 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, without discrimination because of race, color, religion, national origin, sex (including pregnancy), sexual orientation, age, disability, veteran status or any other characteristic protected by law. The Company prohibits harassment in any form, whether physical or verbal and whether committed by supervisors, nonsupervisory personnel or nonemployees. Harassment may include, but is not limited to, offensive sexual flirtations, unwanted sexual advances or propositions, verbal abuse, sexually or racially degrading words, or the display of sexually suggestive objects or pictures.

If you have any complaints about discrimination or harassment, report such conduct to your supervisor or the Human Resources Department. All complaints will be treated with sensitivity and discretion. Your supervisor, the Human Resources Department and the Company will protect your confidentiality to the extent possible, consistent with the law and the Companys need to 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 prohibits retaliation 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 receives a 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 consistent with the highest standards of business ethics. If you have any questions about these guidelines, please contact your supervisor or the Compliance Officer. We expect all employees to adhere to these standards.

This Code of Business Conduct and Ethics, as applied to the Companys 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 Company policy. We reserve the right to amend, supplement or discontinue this Code and the matters addressed herein, without prior notice, at any time.

[*], 2019

To: PHOENIX TREE HOLDINGS LIMITED

Re: The Listing of PHOENIX TREE HOLDINGS LIMITED (the Company) on the New York Stock Exchange

Ladies and Gentlemen:

We are qualified lawyers of the Peoples Republic of China (the PRC, which, for the purpose of this opinion, does not include the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan) and as such are qualified to issue this 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) the proposed initial public offering (the Offering) of certain number of American depositary shares (the ADSs, each representing certain number of Class A ordinary shares of the Company), by the Company as set forth in the Companys registration statement on Form F-1, including all amendments or supplements thereto (the Registration Statement), filed by the Company with the United States Securities and Exchange Commission (the SEC) in relation to the Offering, and (ii) the proposed listing and trading of the Companys 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 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

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document M&A Rules means the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (《关于外国投资者并购境内企业的规定》), which was issued by six PRC regulatory agencies, namely, the Ministry of Commerce, the State-owned Assets Supervision and Administration Commission, the State Administration for Taxation, the State Administration for Industry and Commerce, the China Securities Regulatory Commission (the CSRC) and the State Administration for Foreign Exchange, on August 8, 2006 and became effective on September 8, 2006, as amended by the Ministry of Commerce on June 22, 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 body in the PRC;

PRC Companies means, collectively, the PRC-incorporated companies as set out in Schedule I attached hereto.

PRC Laws means any and all laws, regulations, statutes, rules, decrees, notices, and supreme courts judicial interpretations currently in force and publicly available in the PRC as of the date hereof.

For the purpose of giving this opinion, we have examined the originals or copies, certified or otherwise identified to our satisfaction of corporate records, agreements, documents and other instruments provided to us and such other documents or certificates issued or representations made by officials of government authorities and other public organizations and by officers and representatives of the Company as we have deemed necessary and appropriate as a basis for the opinions hereinafter set forth.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document In such examination, we have assumed: (i) the genuineness of all signatures, the authenticity of all documents submitted to us as originals; (ii) the conformity to originals of all documents submitted to us as certified or reproduced copies; (iii) that all factual statements made in all documents are correct in all material respects; (iv) that all parties to the documents have full power and authority to enter into, and have duly executed and delivered, such documents; (v) that any document submitted to us remains in full force and effect up to the date of this opinion and has not been amended, varied, cancelled or superseded by any other document, agreement or action; and (vi) that, in response to our due diligence inquiries, requests and investigation for the purpose of this opinion, all the relevant information and materials that have been provided to us by the Company are true, accurate, complete and not misleading, and that the Company has not withheld anything that, if disclosed to us, would reasonably cause us to alter this opinion in whole or in part. Where important facts were not independently established to us, we have relied upon certificates issued by governmental authorities and appropriate representatives of the Company and/or other relevant entities and/or upon representations made by such persons in the course 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 laws other than the PRC Laws and accordingly express no legal opinion herein on any laws of any jurisdiction other than the PRC. For the purpose of this opinion, the laws of the PRC do not include the laws of Hong Kong Special Administrative Region, Macao Special Administrative 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 and immediately after giving effect to the Offering, does not and will not violate applicable PRC Laws currently in effect; (b) each of the Control Agreements is valid, binding and enforceable in accordance with its terms and applicable PRC Laws currently in effect, and will not violate any applicable PRC Laws currently in effect. However, there are substantial uncertainties regarding the interpretation and application of PRC Laws and future PRC laws and regulations, and there can be no assurance that the PRC Authorities will not take a view that is contrary to or otherwise different from our opinion stated above.

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 2. The M&A Rules, among other things, purport to require that an offshore special purpose vehicle controlled directly or indirectly by PRC domestic companies or individuals and formed for purposes of overseas listing through acquisition of PRC domestic interests obtain the approval of the CSRC prior to the listing and trading of such special purpose vehicles securities on an overseas stock exchange. The CSRC has not issued any definitive rules or interpretations concerning whether offerings such as the Offering are subject to the CSRC approval procedures under the M&A Rules. Based on our understanding of the PRC Laws, the Company is not required to obtain approval from the CSRC under the M&A Rules for listing and trading of the ADSs. However, uncertainties still exist as to how the M&A Rules will be interpreted and implemented and our opinion stated above is subject to any new laws, rules and regulations or detailed implementations and interpretations in any form relating to the M&A Rules;

3. The recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of PRC Civil Procedures Law based either on treaties 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 the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, courts in the PRC will not enforce a foreign judgment against a company or its directors and officers if they decide that the judgment violates the basic principles of PRC law or national sovereignty, security or public interest. As a result, it is uncertain whether and 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 Peoples Republic of China Taxation insofar as such statements purport to constitute summaries of the matters of the PRC Laws, fairly reflect the matters purported to be summarized and are true and correct in all material respects and constitute our opinion on such matters; and

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 5. To the best of our knowledge after due and reasonable inquiry, the statements set forth in the Registration Statement under the captions Prospectus Summary, Risk Factors, Dividend Policy, Enforcement of Civil Liabilities, Our History and Corporate Structure, Managements 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 of the 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 be changed, 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 a whole and no part should be extracted and referred to independently. It is delivered in our capacity as the Companys PRC legal counsel solely for the purpose of the Registration Statement publicly submitted to the SEC on the date of this opinion and may not be used for any other purpose without our prior written consent. We hereby consent to the use of this opinion in, and the filing hereof as an exhibit to, the Registration Statement, and to the reference to our name in such Registration Statement. We do not thereby admit that we fall within the category of the persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the regulations promulgated thereunder.

Yours faithfully,

Haiwen & Partners

List of PRC Companies

NO. Full Name 小房间（上海）网络信息技术有限公司 1 (Xiaofangjian (Shanghai) Internet Information Technology Co., Ltd.) 青梧桐有限责任公司 2 (Qing Wutong Co., Ltd.) 宝梧桐（北京）科技有限公司 3 (Bao Wutong (Beijing) Technology Co., Ltd.) 玉梧桐有限责任公司 4 (Yu Wutong Co., Ltd.*) 紫梧桐（北京）资产管理有限公司 5 (Zi Wutong (Beijing) Asset Management Co., Ltd.) 一水（上海）信息科技有限公司 6 (Yishui (Shanghai) Information Technology Co., Ltd.) 紫梧桐（上海）公寓管理有限公司 7 (Zi Wutong (Shanghai) Apartment Management Co., Ltd.) 深圳市蛋壳公寓管理有限公司 8 (Shenzhen Danke Apartment Management Co., Ltd.) 蛋壳（杭州）资产管理有限公司 9 (Danke (Hangzhou) Assets Management Co., Ltd.) 蓝梧桐（北京）公寓管理有限公司 10 (Lan Wutong (Beijing) Apartment Management Co., Ltd) 蛋壳（成都）公寓管理有限公司 11 (Danke (Chengdu) Apartment Management Co., Ltd.)

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document NO. Full Name 蛋壳（广州）公寓管理有限公司 12 (Danke (Guangzhou) Apartment Management Co., Ltd.) 南京紫梧桐公寓管理有限公司 13 (Nanjing Zi Wtong Apartment Management Co., Ltd.) 蛋壳（武汉）公寓管理有限公司 14 (Danke (Wuhan) Apartment Management Co., Ltd.) 紫梧桐（天津）公寓管理有限公司 15 (Zi Wutong (Tianjin) Apartment Management Co., Ltd.) 北京连接生活信息科技有限公司 16 (Beijing Lianjie Shenghuo Information Technology Co., Ltd.) 北京米花优品信息科技有限公司 17 (Beijing Mihua Youpin Information Technology Co., Ltd.) 北京梦立方装饰装修工程有限公司 18 (Beijing Menglifang Decoration Engineering Co., Ltd.) 北京百家修商贸有限公司 19 (Beijing Baijiaxiu Commerce Co., Ltd.) 橙梧桐（上海）公寓管理有限公司 20 (Cheng Wutong (Shanghai) Apartment Management Co., Ltd.) 西安道义通祥企业管理咨询有限公司 21 (Xian Daoyi Tongxiang Enterprise Management Consulting Co., Ltd.) 杭州爱上蛋壳科技有限公司 22 (Hangzhou Aishang Danke Technology Co., Ltd.) 杭州爱上租物业管理有限公司 23 (Hangzhou Aishangzu Property Management Co., Ltd.) 爱上租（苏州）物业服务有限公司 24 (Aishangzu (Suzhou) Property Service Co., Ltd.)

Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document NO. Full Name 爱上租（上海）科技有限公司 25 (Aishangzu (Shanghai) Technology Co., Ltd.) 爱上租网络科技南京有限公司 26 (Aishangzu Internet Technology Nanjing Co., Ltd.) 杭州爱上租餐饮管理有限公司 27 (Hangzhou Aishangzu Restaurant Management Co., Ltd.) 爱上租（上海）物业管理有限公司 28 (Aishangzu (Shanghai) Property Management Co., Ltd.) 杭州建信爱上租住房服务有限公司 29 (Hangzhou Jianxin Aishangzu Dwelling Service Co., Ltd.) 紫梧桐（西安）公寓管理有限公司 30 (Zi Wutong (Xian) Apartment Management Co., Ltd). 蛋壳（无锡）公寓管理有限公司 31 (Danke (Wuxi) Apartment Management Co., Ltd.) 蛋壳（重庆）公寓管理有限公司 32 (Danke (Chongqing) Apartment Management Co., Ltd.) 北京蛋壳公寓物业管理有限公司 33 (Beijing Danke Apartment Property Management Co., Ltd.) 北京租趣科技有限公司 34 (Beijing Zuqu Technology Co., Ltd.) 橙梧桐（苏州）公寓管理有限公司 35 (Cheng Wutong (Suzhou) Apartment Management Co., Ltd.) 锦梧桐（北京）科技有限公司 36 (Jin Wutong (Beijing) Technology Co., Ltd.) 铂梧桐（北京）科技有限公司 37 (Bo Wutong (Beijing) Technology Co., Ltd)

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