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Table of Contents

As filed with the Securities and Exchange Commission on April 4, 2016

Registration No. 333-                        

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



Yintech Investment Holdings Limited
(Exact name of Registrant as specified in its charter)



Not Applicable
(Translation of Registrant's name into English)



Cayman Islands
(State or Other Jurisdiction of
Incorporation or Organization)
  6200
(Primary Standard Industrial
Classification Code Number)
  Not Applicable
(I.R.S. Employer
Identification Number)

12 th  Floor, Block B, Zhenhua Enterprise Plaza
No. 3261 Dongfang Road, Pudong District
Shanghai, 200125
People's Republic of China
+86-21-2028-9009

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



Law Debenture Corporate Services Inc.
400 Madison Avenue, Suite 4D
New York, NY 10017
+1 212 750 6474

(Name, address, including zip code, and telephone number,
including area code, of Agent for Service)



Copies to:

Li He, Esq.
Davis Polk & Wardwell LLP
2201 China World Office 2
1 Jian Guo Men Wai Avenue
Chao Yang District, Beijing 10004
People's Republic of China
+86 10 8567 5000

 

David Zhang, Esq.
Benjamin Su, Esq.
Kirkland & Ellis International LLP
c/o 26th Floor, Gloucester Tower, The Landmark
15 Queen's Road Central
Hong Kong
+852 3761 3300



Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.

           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, 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, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o

           If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o

           If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o



CALCULATION OF REGISTRATION FEE

       
 
Title of Each Class of Securities
to Be Registered

  Proposed Maximum
Aggregate Offering
Price (2)(3)

  Amount of
Registration Fee

 

Ordinary shares, par value US$0.00001 per share (1)

  US$80,000,000   US$8,056

 

(1)
American depositary shares issuable upon deposit of the ordinary shares registered hereby will be registered pursuant to a separate registration statement on Form F-6 (Registration No. 333-                        ). Each American depositary share represents                        ordinary shares.

(2)
Includes ordinary shares represented by American depositary shares initially offered and sold outside the United States that may be resold from time to time in the United States either as part of their distribution or within 40 days after the later of the effective date of this registration statement and the date the shares are first bona fide offered to the public. These ordinary shares are not being registered for the purposes of sales outside the United States. Also includes ordinary shares represented by American depositary shares that are issuable upon the exercise of the underwriters' over-allotment option to purchase additional ADSs.

(3)
Estimated solely for the purpose of computing the amount of registration fee in accordance with 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 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

   


Table of Contents

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where such offer or sale is not permitted.

SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED                             , 2016

American Depositary Shares

GRAPHIC

Yintech Investment Holdings Limited

Representing                              Ordinary Shares

This is the initial public offering of American depositary shares, or ADSs, of Yintech Investment Holdings Limited. We are offering                             ADSs. Each ADS represents                             ordinary shares, par value US$0.00001 per share.

Prior to this offering, there has been no public market for the ADSs or our ordinary shares. We anticipate that the initial public offering price per ADS will be between US$                             and US$                             . We have applied to list the ADSs on the NASDAQ Global Select Market, or NASDAQ, under the symbol "YIN."

We are an "emerging growth company," as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, and Section 3(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act.

Upon the completion of this offering and our sale of US$10 million of ordinary shares to MeMeStar Limited, a wholly-owned subsidiary of SINA Corporation (NASDAQ: SINA), in connection with a concurrent private placement,                              ordinary shares of our company will be issued and outstanding, assuming that the underwriters do not exercise their over-allotment option to purchase additional ADSs. Each ordinary share will be entitled to one vote on all matters subject to shareholder vote.

Investing in the ADSs involves risks. See "Risk Factors" beginning on page 15 of this prospectus.


 
  PER ADS   TOTAL  

Initial public offering price

  US$           US$                  

Underwriting discounts and commissions (1)

  US$           US$                  

Proceeds, before expenses, to the Issuer

  US$           US$                  

(1)
See "Underwriting" for additional disclosure regarding underwriting compensation payable by us.

We have granted the underwriters the right to purchase up to an aggregate of                             additional ADSs at the initial public offering price, less underwriting discounts and commissions, within 30 days from the date of this prospectus, to cover over-allotments.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.



The underwriters expect to deliver the ADSs against payment in U.S. dollars on                             , 2016.

Jefferies

Ping An of China Securities (Hong Kong)

   

Prospectus dated                             , 2016


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Prospectus Summary

    1  

The Offering

    7  

Summary Combined and Consolidated Financial and Operating Data

    10  

Risk Factors

    15  

Special Note Regarding Forward-Looking Statements and Industry Data

    42  

Use of Proceeds

    43  

Dividend Policy

    44  

Capitalization

    45  

Dilution

    46  

Exchange Rate Information

    48  

Enforceability of Civil Liabilities

    49  

History and Corporate Structure

    51  

Selected Combined and Consolidated Financial and Operating Data

    52  

Management's Discussion and Analysis of Financial Condition and Results of Operations

    57  

Industry

    83  

Business

    91  

Regulation

    111  

Management

    123  

Principal Shareholders

    133  

Related Party Transactions

    135  

Description of Share Capital

    137  

Description of American Depositary Shares

    145  

Shares Eligible for Future Sale

    153  

Taxation

    155  

Underwriting

    160  

Expenses Relating to This Offering

    169  

Legal Matters

    170  

Experts

    171  

Where You Can Find Additional Information

    172  

Index to Combined and Consolidated Financial Statements

    F-1  

We have not authorized anyone to provide any information other than that contained in this prospectus or in any free writing prospectus prepared by or on our behalf or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, the ADSs only in jurisdictions where such offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or the sale of any ADS.

Neither we nor any of the underwriters has taken any action to permit a public offering of the ADSs outside the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United States who came into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering of the ADSs and the distribution of this prospectus outside of the United States.

Until                             , 2016 (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

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PROSPECTUS SUMMARY

This summary highlights information appearing elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. You should carefully read this entire prospectus, including the information set forth under the headings "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the financial statements and the related notes, before deciding whether to invest in our ADSs.

Our Business

We are the largest online provider of spot commodity trading services in China by customer trading volume in both 2014 and 2015, according to Euromonitor. We currently facilitate the trading by individual customers of silver, gold and other precious metals and commodities on three leading exchanges in China, namely the Shanghai Gold Exchange, the Tianjin Precious Metals Exchange and the Guangdong Precious Metals Exchange, which were the three largest exchanges for online spot commodity trading in China in terms of trading volume in 2015, respectively. We were the largest service provider by customer trading volume on the Tianjin Precious Metals Exchange from 2012 to 2015, and the largest service provider on the Guangdong Precious Metals Exchange in the fourth quarter of 2015. We commenced our operation on the Shanghai Gold Exchange in November 2015 and our customer trading volume has been growing rapidly since then.

Online spot commodity trading recently emerged as an alternative investment product in China, with aggregate trading volume growing at a CAGR of 35.4% from 2011 to 2015 and reaching RMB29.0 trillion (US$4.5 trillion) in 2015. We believe such growth is largely attributable to the distinctive features of online spot commodity trading. Its deposit-based leverage trading method offers relatively high volatility trading opportunities which appeal to a group of individual investors. Compared with other leveraged trading products such as futures, spot commodity trading enjoys the following benefits: (i) its underlying assets, primarily silver and gold, are more familiar to individual investors, (ii) the spot commodity contract is less complex, and (iii) its trading hours are longer and continuous. Compared with China's commodity futures markets, which had an aggregate trading volume of RMB136.5 trillion (US$21.1 trillion) in 2015, the spot commodity market is still small and we believe it has strong growth potential.

We focus on premier customers and generally require each customer to deposit at least RMB100,000 (US$15,437) for account activation. Based on our experience, the total invested amount of a customer is often significantly higher. We believe this strategy helps us focus our resources on providing better services and build a base of customers with greater sophistication and risk tolerance, who are more suited to leveraged spot commodity trading. As of December 31, 2015, there were more than 50,000 customers who had opened and activated accounts with us, among which more than 24,000 had executed trades during the year ended December 31, 2015, with an aggregate trading volume of RMB659.7 billion (US$101.8 billion).

We provide our customers with comprehensive services, including account opening, investor education, market information, research, live discussion boards and real-time customer support. Most services are delivered online through our proprietary client software and call center, and we do not operate physical branches. Our client software provides not only market information and analysis, but also interactive functions including live discussion boards and instant messaging with customer service representatives, which we believe enhance our customers' engagement. Internally, we collect and analyze customer behavior and communications data from our client software, customer relationship management system and the exchanges, which allow us to better understand, attract and serve our customers.

We strive to minimize conflicts of interest with our customers, which we believe is essential for our long-term success. Under the trading rules of the three exchanges we operate on, we do not set, quote or influence the trading prices, and cannot access our customers' money. On the Tianjin Precious Metals

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Exchange and the Guangdong Precious Metals Exchange, we are required to serve as counterparty to our customers' trades. We entered into a risk and return transfer arrangement in 2015 to pass the risks and returns associated with such principal positions to a third party fund, which means we do not gain from our customers' losses or lose from their gains. On the Shanghai Gold Exchange, we serve as an agent and do not hold principal positions.

We have achieved substantial growth since our commencement of operation in July 2011. Our revenues increased significantly from RMB629.9 million in 2013 to RMB1,157.8 million in 2014 and RMB1,245.9 million (US$192.3 million) in 2015. We recorded net income of RMB106.8 million, RMB482.0 million and RMB403.0 million (US$62.2 million) in 2013, 2014 and 2015, respectively.

Our Industry

Online spot commodity trading has recently emerged as an alternative investment product in China, driven by supportive government measures and the increasing demand for new investment products by Chinese investors. The aggregate volume of online spot commodity trading grew at a CAGR of 35.4% from 2011 to 2015, reaching RMB29.0 trillion (US$4.5 trillion) in 2015, and is expected to grow with a CAGR of 26.9% from 2015 to 2020, according to Euromonitor. In general, Chinese individual investors have demonstrated strong appetite for volatility. Online spot commodity trading is often conducted based on deposits and with a leverage ratio of 5 to 20 times and allows for long and short trading directions. This offers relatively high volatility trading opportunities which appeal to certain Chinese individual investors. The growth of trading volume of individual investors outpaced the overall growth in online spot commodity trading market, with a CAGR of 42.3% from 2011 to 2015, reaching RMB16.3 trillion (US$2.5 trillion) in 2015, and is expected to grow with a CAGR of 30.2% from 2015 to 2020, according to Euromonitor.

In China, online spot commodity trading is primarily conducted through exchanges. By the end of 2015, there were approximately 350 exchanges for online spot commodity trading in China, which vary in scale and the types of commodities offered for trading. In terms of trading volume, the three exchanges we operate on are the top three online spot commodity exchanges in China in 2015, which in aggregate have a trading volume of RMB16.4 trillion (US$2.5 trillion) in 2015, accounting for 56.5% of the total trading volume of the online spot commodity trading market.

The online spot commodity trading market is highly competitive and fragmented for trading service providers like us. As of December 31, 2015, there were over 1,000 active trading service providers that operate on various exchanges nationwide. The commodity exchanges compete against each other for service providers and customers based on factors including reputation, scale, reliability and trading models and rules. The trading service providers compete with each other for customers and trading volumes based on factors including brand, technology, research and customer services.

According to Euromonitor, we were the largest online provider of spot commodity trading services in China by customer trading volume in 2015, with a market share of approximately 4.0% in terms of trading volume of individual investors. We had a market share, in terms of trading volume of individual investors, of approximately 15.5% on the Tianjin Precious Metals Exchange and approximately 10.4% on the Guangdong Precious Metals Exchange, in 2015. We believe our proprietary technology platform, our focus on premier customers, our comprehensive customer services and strong brand recognition in the industry, will enable us to compete effectively in the fast evolving online spot commodity trading industry in the PRC.

Our Strengths

We believe that our success to date is largely attributable to the following competitive strengths:

    §
    market leader with strong brand recognition;

    §
    proprietary technology enabling efficient operation;

    §
    comprehensive and interactive customer services;

    §
    prudent risk management system; and

    §
    experienced management team.

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Our Strategies

We strive to build an investment service platform that is highly trusted by individual investors. To achieve this objective, we plan to implement the following strategies:

    §
    strengthen our brand and market position;

    §
    introduce new investment products;

    §
    explore mini-account business;

    §
    selectively explore acquisition opportunities; and

    §
    continue to attract, cultivate and retain talent.

Our Challenges

To achieve our goals and implement our strategies, we face risks and uncertainties, including the following:

    §
    our ability to cope with an evolving regulatory regime of online spot commodity trading industry;

    §
    our ability to adapt to changing rules of the exchanges we operate on;

    §
    our ability to effectively compete against other trading service providers and new entrants;

    §
    our ability to promote and maintain our reputation and brand; and

    §
    our ability to manage risks associated with operations and counterparties.

Please refer to "Risk Factors" and other information included in this prospectus for a discussion of these and other risks and uncertainties that we face.

History and Corporate Structure

We established Tianjin Rong Jin Hui Yin Precious Metal Management Co, Ltd., or Rong Jin Hui Yin, on May 18, 2011 and commenced operation in July 2011. Rong Jin Hui Yin focuses on providing commodity trading and other related services on the Tianjin Precious Metal Exchange. We established Guangdong Jin Xiang Yin Rui Precious Metal Management Co., Ltd., or Jin Xiang Yin Rui, another major PRC subsidiary of ours, on October 24, 2012 and commenced operation on the Guangdong Precious Metals Exchange in August 2013. Its primary focus is to provide commodity trading and other related services on the Guangdong Precious Metals Exchange. We also established a number of other subsidiaries in the PRC to provide technical and other support for our online commodity trading business, and to sell software application and provide supporting services to related parties and third parties.

Our company, Yintech, was incorporated on November 4, 2015 in the Cayman Islands. Yintech acquired all of the ordinary shares of Yintech Enterprise Company Limited (formerly known as Win Yin Gold Investment Company Limited), or Yintech Enterprise, from Win Yin Financial And Information Service Company Limited, or Win Yin Financial, on November 6, 2015 at par value. As a result, Yintech Enterprise's wholly owned PRC subsidiary, Shanghai Qian Zhong Su Investment Management Co., Ltd., or Qian Zhong Su, became Yintech's wholly owned PRC subsidiary. In November 2015, Qian Zhong Su initiated a series of transactions to acquire from our ultimate shareholders, Rong Jin Hui Yin, Jin Xiang Yin Rui and Shanghai Yin Tian Xia Technology Co., Ltd., or Yin Tian Xia Technology, and their subsidiaries, as its wholly owned PRC subsidiaries. The acquisitions were completed on November 18, 2015. On November 16, 2015, Qian Zhong Su acquired from third parties, Guangdong Sheng Ding Precious Metal Management Co., Ltd., or Sheng Ding, which commenced operation on the Guangdong Precious Metals Exchange in October 2015, to further expand our business on that exchange.

In November and December 2015, we established Shanghai Jin Dou Information Technology Co., Ltd., or Jin Dou, and Shanghai Jin Yi Information Technology Co., Ltd., or Jin Yi, respectively, to carry out business on the Shanghai Gold Exchange. We established a PRC subsidiary, Shanghai Zu Ding Culture Communication Co., Ltd., or Zu Ding, in January 2016, to manage our advertising activities. In March 2016, we acquired 70% equity interest in Shanghai Da Xiang Ping Tai Financial Information

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Services Co., Ltd., or Da Xiang, which will serve as a platform for our mini-account business. We have also established additional BVI and Hong Kong subsidiaries under Yintech as shown in the chart below for future business activities.

The following diagram illustrates our corporate structure, the places of incorporation and the ownership interests of our subsidiaries as of the date of this prospectus.

GRAPHIC

Corporate Information

Our corporate headquarters is located at 12th Floor, Block B, Zhenhua Enterprise Plaza, No. 3261 Dongfang Road, Pudong District, Shanghai, 200125, China. Our telephone number at this address is +86-21-2028-9009. Our registered office in the Cayman Islands is located at Floor 4, Willow House, Cricket Square, PO Box 2804, Grand Cayman KYI-1112, Cayman Islands. Our agent for service of process in the United States is Law Debenture Corporate Services Inc., located at 400 Madison Avenue, Suite 4D, New York, NY 10017.

Our website can be found at www.yintech.net . The information contained on our website is not a part of this prospectus.

Implications of Being an Emerging Growth Company

As a company with less than US$1.0 billion in revenue for our 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 compared to those 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 the Sarbanes-Oxley Act, in the assessment 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. However, we have elected to "opt out" of this provision and, as a result, we will comply with new or revised accounting standards as required when they are adopted for public companies. This decision to opt out of the extended transition period under the JOBS Act is irrevocable.

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$1.0 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

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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 Exchange Act, which would occur if the market value of our ADSs that are held by non-affiliates exceeds US$700.0 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.

Conventions that Apply to this Prospectus

Except where the context otherwise indicates and for the purpose of this prospectus only:

    §
    "active account" refers to a tradable account that executed at least one trade through us in a given period;

    §
    "ADSs" refers to our American depositary shares, each of which represents                              ordinary shares, and "ADRs" refers to the American depositary receipts that evidence our ADSs;

    §
    "spread fee" refers to the difference, as set by the exchanges, between customers' buying and selling prices quoted by the exchanges, which can be expressed either as a fixed amount per weight unit or a fixed percentage of the notional transaction value;

    §
    "BVI" refers to the British Virgin Islands;

    §
    "China" or "PRC" refers to the People's Republic of China, excluding, for purposes of this prospectus, Hong Kong, Macau and Taiwan;

    §
    "equity" refers to, with respect to online spot commodity trading, the value of a trading participant's account, which is the net aggregate of its deposits, withdrawals, closed positions and open positions;

    §
    "Euromonitor" refers to Euromonitor International Limited;

    §
    "hedge" refers to economic hedging transaction we enter into with various counterparties to manage our market risk exposure;

    §
    "liquidation" refers to, with respect to online spot commodity trading, the mandatory termination and settlement of a trading participant's positions by the exchanges;

    §
    "maximum leverage ratio" refers to, with respect to online spot commodity trading, the maximum ratio set by exchanges for the notional value of a position divided by the deposit required for such a position;

    §
    "ordinary shares" or "shares" refers to our ordinary shares, par value US$0.00001 per share;

    §
    "our company," "we," "us," "our," or "Yintech" refers to Yintech Investment Holdings Limited, a Cayman Islands company, and except where the context otherwise requires, all of its subsidiaries or where the context refers to any time prior to its incorporation, the business which its predecessors or the predecessors of its present subsidiaries were engaged in and which was subsequently assumed by it;

    §
    "principal position" refers to the trading positions we have by serving as counterparty to our customers' trades;

    §
    "risk ratio" refers to the real time equity of a member of the exchanges divided by its ending equity of the previous trading day;

    §
    "RMB" or "Renminbi" refers to the legal currency of China;

    §
    "tradable account" refers to a customer account that has been activated and has remained tradable as of the end of a given period; and

    §
    "U.S. dollars," "US$" or "dollars" refers to the legal currency of the United States.

This prospectus contains translations of certain RMB amounts into U.S. dollars at specified rates. For amounts not recorded in our combined and consolidated financial statements included elsewhere in this prospectus, unless otherwise stated, all translation of financial data has been made at RMB6.4778 to US$1.00, the noon buying rate in effect on December 31, 2015, as set forth in the H.10 Statistical Release of the Federal Reserve Board. We make no representation that the RMB or U.S. dollar amounts referred to in this prospectus could have been or could be converted into U.S. dollars or RMB, as the case may be, at any particular rate or at all. On March 25, 2016, the noon buying rate was RMB6.5131 to US$1.00.

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Recent Developments

For the first quarter of 2016, we recorded an aggregate customer trading volume of RMB309.4 billion (US$47.8 billion), which represented a 69.6% growth compared to the first quarter of 2015 and a 103.6% growth compared to the fourth quarter of 2015, and was the highest trading volume we have generated in any single quarter. Among the total trading volume recorded for the first quarter of 2016, RMB120.2 billion (US$18.6 billion) was generated from our operation on the Tianjin Precious Metals Exchange, RMB142.0 billion (US$21.9 billion) was generated from our operation on the Guangdong Precious Metals Exchange, RMB29.6 billion (US$4.6 billion) was generated from our operation on the Shanghai Gold Exchange, and RMB17.5 billion (US$2.7 billion) was contributed by Da Xiang in March 2016. We acquired 70% equity interest in Da Xiang in March 2016, which focuses on providing online spot commodity trading services to mini-account customers for a total consideration of RMB7.0 million (US$1.1 million). The significant increase in our trading volume for the first quarter of 2016 was largely attributable to (i) increased operational efficiency resulting from various operational adjustments made in the second half of 2015 (e.g., migration from telephone communications to online communication with customers), (ii) increased trading activities by our customers due to increased volatility in the commodities market in the first quarter of 2016 compared with the fourth quarter of 2015, (iii) the fast growth of our customer trading volume on the Shanghai Gold Exchange where we commenced operations in November 2015, and (iv) the trading volume contributed by Da Xiang in March 2016.

To reward our employees for their service and contribution to our Company and further align their interests with ours, we plan to grant a maximum of 50,000,000 options to our management and key employees upon the completion of this offering, at an exercise price per share equal to the initial public offering price of our ADSs adjusted to reflect the ADS-to-ordinary share ratio, which will vest in three roughly equal installments upon the first, second and third anniversary of the completion of this offering.

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THE OFFERING

Offering price

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

ADSs offered by us

 

                              ADSs, representing                              ordinary shares.

Concurrent Private Placement

 

Concurrently with, and subject to, the completion of this offering, MeMeStar Limited, a limited liability company incorporated in the BVI, and a wholly-owned subsidiary of SINA Corporation (NASDAQ: SINA), a leading online media company serving China and global Chinese communities, has agreed to purchase from us US$10 million of our ordinary shares at a per share price equal to the initial public offering price of our ADSs adjusted to reflect the ADS-to-ordinary share ratio, or the Concurrent Private Placement. Assuming an offering price of US$                    per ADS, being the midpoint of the estimated initial public offering price range set forth on the front cover of this prospectus, MeMeStar Limited will purchase                     ordinary shares from us. This Concurrent Private Placement is being made pursuant to an exemption from registration with the U.S. Securities and Exchange Commission under Regulation S of the Securities Act. Under the subscription agreement between the Company and MeMeStar Limited dated March 24, 2016, the completion of this offering is the only substantive closing condition in this Concurrent Private Placement. MeMeStar Limited has agreed with us and the underwriters not to, directly or indirectly, sell, transfer or dispose of any ordinary shares acquired in the Concurrent Private Placement for a period of 180 days after the date of this prospectus, subject to certain exceptions.

Ordinary shares outstanding immediately after this offering

 

                              ordinary shares (or                               ordinary shares if the underwriters exercise their over-allotment option in full), including a total of                    ordinary shares we will issue in the Concurrent Private Placement, which number of shares has been calculated based on an assumed initial public offering price of US$                    per ADS, the midpoint of the estimated initial public offering price range set forth on the front cover of this prospectus.

ADSs outstanding immediately after this offering

 

                              ADSs (or                               ADSs if the underwriters exercise their over-allotment option in full).

The ADSs

 

Each ADS represents                              ordinary shares, par value US$0.00001 per share.

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The depositary will hold the ordinary shares underlying your ADSs. You will have rights as provided in the deposit agreement, the form of which is filed as an exhibit to the registration statement that includes this prospectus.

 

If we declare dividends on our ordinary shares, the depositary will pay you the cash dividends and other distributions it receives on our ordinary shares, after deducting its fees and expenses.

 

You may turn in your ADSs to the depositary in exchange for ordinary shares. The depositary will charge you fees for any exchange.

 

We may amend or terminate the deposit agreement without your consent. If you continue to hold your ADSs, you agree to be bound by the deposit agreement, as amended.

 

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

Over-allotment option

 

We have granted to the underwriters an option, which is exercisable within 30 days from the date of this prospectus, to purchase up to an additional                              ADSs.

Use of proceeds

 

We estimate our net proceeds from this offering will be approximately US$                               million (or US$                               million if the underwriters exercise their option to purchase additional ADSs in full), after deducting the underwriting discounts, commissions and estimated offering expenses payable by us and assuming an initial public offering price per ADS of US$                             , the midpoint of the estimated public offering price range shown on the front cover of this prospectus. In addition, we expect to receive net proceeds of approximately US$10 million from the Concurrent Private Placement.

 

The primary purposes of this offering are to create a public market for our shares for the benefit of all shareholders, retain and attract talented employees by providing them with equity incentives and obtain additional capital. We plan to use the net proceeds from this offering and the Concurrent Private Placement as follows: (i)  US$           million to promote our brand and services; (ii) US$           million to invest in information technology infrastructure and proprietary software; (iii) US$           million to develop new businesses, including our trading service business on the Shanghai Gold Exchange and trading service for other commodities; and (iv) the remaining amount for other general corporate purposes, including our working capital needs and potential acquisitions.

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See "Use of Proceeds" for additional information.

Lock-up

 

We, our officers and directors, and all of our shareholders have agreed, and we have agreed to cause all of our option holders, for a period of 180 days from the date of this prospectus, not to, without the prior written consent of the underwriters, dispose of or hedge any of our ordinary shares, ADSs, or any securities convertible into or exchangeable for our ordinary shares or ADSs. In addition, MeMeStar Limited has agreed to enter into a similar lock-up agreement relating to the ordinary shares to be purchased pursuant to the Concurrent Private Placement. See "Underwriting" for more information.

Reserved ADSs

 

At our request, the underwriters have reserved for sale, at the initial public offering price, up to an aggregate of                              ADSs, to our employees and their related persons, and people that have business relationships with us, through a directed share program.

Listing

 

We intend to have the ADSs listed on the NASDAQ under the symbol "YIN." Our ADSs and ordinary shares will not be listed on any other stock exchange or traded on any automated quotation system.

Payment and settlement

 

The underwriters expect to deliver the ADSs against payment therefor through the facilities of The Depository Trust Company on                             , 2016.

Depositary

 

The Bank of New York Mellon.

Risk factors

 

See "Risk Factors" and other information included in this prospectus for a discussion of risks that you should carefully consider before investing in our ADSs.

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SUMMARY COMBINED AND CONSOLIDATED FINANCIAL AND OPERATING DATA

Yintech is a holding company with no substantial operation and completed its reorganization on November 18, 2015. Prior to the reorganization, the combined financial statements include the financial statements of the combined entities since the date of incorporation and were prepared on a combined basis in a manner similar to pooling of interest, as the founding shareholders' respective equity interest in Yintech is identical to their respective equity interest in each of the combined entities prior to and following the reorganization. Following the reorganization, the consolidated financial statements include the accounts of Yintech and its subsidiaries. We present below our summary combined and consolidated financial data for the periods indicated. The following summary combined and consolidated statements of comprehensive income data for the years ended December 31, 2013, 2014 and 2015 and the summary combined and consolidated balance sheet data as of December 31, 2014 and 2015 have been derived from our audited combined and consolidated financial statements included elsewhere in this prospectus.

The summary combined and consolidated financial and operating data should be read in conjunction with the combined and consolidated financial statements and related notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this prospectus. The combined and consolidated financial statements are prepared and presented in accordance with the United States generally accepted accounting principles, or U.S. GAAP. Our historical results are not necessarily indicative of our results for any future periods.

Combined and Consolidated Statements of Comprehensive Income Data


 
  For the Year Ended December 31,  
 
  2013   2014   2015  
(in thousands, except per share data)
  RMB   RMB   RMB   US$  
 
  Combined
  Combined
  Combined and
Consolidated

  Combined and
Consolidated
(unaudited)

 

Revenues

                         

Commissions and fees, net

    413,258     860,819     990,698     152,937  

Trading gains/(losses), net

    214,861     268,850     166,428     25,692  

Interest and investment income

    365     445     4,443     686  

Other revenues

    1,436     27,693     84,305     13,014  

Total revenues

    629,920     1,157,807     1,245,874     192,329  

Expenses

                         

Employee compensation and benefits

    (82,876 )   (214,431 )   (388,168 )   (59,923 )

Advertising and promotion

    (256,092 )   (285,732 )   (221,859 )   (34,249 )

Research services from a related party

    (106,050 )            

Information technology and communications

    (11,603 )   (21,238 )   (32,803 )   (5,064 )

Occupancy and equipment rental

    (21,377 )   (39,487 )   (41,950 )   (6,476 )

Taxes and surcharges

    (5,200 )   (18,884 )   (21,711 )   (3,352 )

Other expenses

    (34,569 )   (58,688 )   (54,164 )   (8,361 )

Total expenses

    (517,767 )   (638,460 )   (760,655 )   (117,425 )

Income before income taxes

    112,153     519,347     485,219     74,904  

Income taxes

    (5,321 )   (37,390 )   (82,204 )   (12,690 )

Net income

    106,832     481,957     403,015     62,214  

Earnings per share (1)

                         

Basic

    0.11     0.48     0.40     0.06  

Diluted

    0.11     0.48     0.38     0.06  

(1)
Basic and diluted earnings per share for the years ended December 31, 2013, 2014 and 2015, for which the basic average number of common shares are based on the 1,000,000,000 common shares issued by our company upon the consummation of the reorganization on November 18, 2015, as if those shares were issued as of the earliest date presented.

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Combined and Consolidated Balance Sheet Data


 
  As of December 31,  
 
  2014   2015  
(in thousands)
  RMB   RMB   US$  
 
  Combined
  Consolidated
  Consolidated
(unaudited)

 

Assets

                   

Cash

   
83,534
   
362,461
   
55,954
 

Derivative assets

        445     69  

Available-for-sale investments

    354,000     75,670     11,681  

Deposits with clearing organizations

    234,869     239,904     37,035  

Amount due from related parties

    8,800          

Equipment and leasehold improvements

    23,652     18,315     2,827  

Deferred tax assets

    1,794     3,782     584  

Other assets

    56,609     79,180     12,223  

Total assets

    763,258     779,757     120,373  

Liabilities and Shareholders' Equity

                   

Derivative liabilities

   
   
14,336
   
2,213
 

Amount due to related parties

        118,880     18,352  

Income tax payable

    26,582     23,385     3,610  

Accounts payable

    23,156     3,645     563  

Accrued employee benefits

    48,530     76,503     11,810  

Dividend payable

        126,876     19,586  

Other liabilities

    51,804     52,535     8,109  

Total liabilities

    150,072     416,160     64,243  

Shareholders' Equity

                   

Ordinary shares, USD 0.00001 par value.

                   

Authorized 3,000,000,000 shares; issued and outstanding 1,000,000,000 shares as of December 31, 2015

        65     10  

Paid-in capital

    125,000          

Additional paid-in capital

    7,560     257,098     39,689  

Retained earnings

    480,626     105,193     16,239  

Accumulated other comprehensive income

        1,241     192  

Total shareholders' equity

    613,186     363,597     56,130  

Total liabilities and shareholders' equity

    763,258     779,757     120,373  

Non-GAAP Financial Measures

To supplement our combined and consolidated financial statements which are presented in accordance with U.S. GAAP, we use adjusted revenues, adjusted net income and adjusted net income margin as additional non-GAAP financial measures. We present these non-GAAP financial measures because they are used by our management to evaluate our core operating performance. We also believe that these non-GAAP financial measures provide useful information to investors and others in understanding and evaluating our combined and consolidated results of operations in the same manner as our management and in comparing financial results across accounting periods.

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Adjusted revenues represent revenues that excludes (i) amounts paid to related parties under our historical risk sharing agreements, as mentioned in "Related Party Transactions — Transactions with Certain Directors, Shareholders and Affiliates and Key Management Personnel," (ii) net trading gains and losses resulting from our principal positions under spot commodity contracts when we serve as counterparty to our customers' trades on the Tianjin Precious Metals Exchange and the Guangdong Precious Metals Exchange, and (iii) the amounts we paid or received under the risk and return transfer arrangement with a third party fund. Our management focuses on our core business that generates commissions and had historically adopted different hedging strategies to reduce our exposure to market risks. In 2015, we entered into a risk and return transfer arrangement with a third party fund, pursuant to which any gains and losses resulting from our principal positions on these two exchanges are transferred to such fund. The arrangement took effect on August 23, 2015 and as long as it remains in force, our net trading gains or losses on spot commodity contracts will be offset by the amount we pay or receive under the risk and return transfer arrangement. If such arrangement were in place since 2013, we would not have generated any net gains or losses from spot commodity contracts, and would not have entered into risk sharing agreements with related parties. Therefore, our management believes that by eliminating the effects of these items, the adjusted revenues fairly present the historical performance of our core business operation and are more comparable to our future performance.

Adjusted net income represents net income that excludes (i) amounts paid to related parties under our historical risk sharing agreements, (ii) net trading gains and losses resulting from our principal positions when we serve as counterparty to our customers' trades on the Tianjin Precious Metals Exchange and the Guangdong Precious Metals Exchange, and (iii) the amounts we paid or received under the risk and return transfer arrangement, and adds back (iv) change of tax to reflect the accurate tax burden due to adjustment of revenues.

Adjusted net income margin reflects the ratio of adjusted net income as a percentage of adjusted revenues. Our management believes this margin fairly presents the historical performance of our core business operation and is more comparable to our future performance.

We compensate for these limitations by reconciling the non-GAAP financial measures to the nearest U.S. GAAP performance measures, all of which should be considered when evaluating our performance. The following table reconciles our adjusted revenues and adjusted net income in the years presented to the most directly comparable financial measures calculated and presented in accordance with U.S. GAAP.

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  For the Year Ended December 31,  
 
  2013   2014   2015  
(in thousands, except percentages)
  RMB   RMB   RMB   US$  

Non-GAAP Calculation

                         

Revenues

    629,920     1,157,807     1,245,874     192,329  

Amount shared with related
parties (1)

    244,305              

Net trading gains on spot commodity contracts (2)

    (342,445 )   (263,649 )   (166,015 )   (25,628 )

Risk and return transfer arrangement (3)

            9,301     1,436  

Adjusted revenues

    531,780     894,158     1,089,160     168,137  

Net income

   
106,832
   
481,957
   
403,015
   
62,214
 

Amount shared with related parties (1)

    244,305              

Net trading gains on spot commodity contracts (2)

    (342,445 )   (263,649 )   (166,015 )   (25,628 )

Risk and return transfer arrangement (3)

            9,301     1,436  

Change of tax (4)

    24,535     65,912     39,179     6,048  

Adjusted net income

    33,227     284,220     285,480     44,070  

Adjusted net income margin (5)

    6.2 %   31.8 %   26.2 %   26.2 %

(1)
The amount of spread fees and net trading gains on spot commodity contracts that were shared under our historical risk sharing agreements.

(2)
The amount of net trading gains from our principal positions as a result of serving as counterparty to our customers' spot commodity contracts on the Tianjin Precious Metals Exchange and the Guangdong Precious Metals Exchange.

(3)
The amounts we pay or receive under the risk and return transfer arrangement with the third party fund. ln 2015, we entered into a risk and return transfer arrangement with a third party fund, pursuant to which all our trading gains and losses on these two exchanges are transferred to such fund. The arrangement took effect on August 23, 2015 and as long as it remains in force, our net trading gains or losses on spot commodity contracts will be offset by the amount we pay or receive under the risk and return transfer arrangement.

(4)
Change of tax is calculated as the sum of amount shared with related parties and trading gains and losses on spot commodity contracts and risk and return transfer arrangement, times the applicable tax rate of 25% for that particular subsidiary.

(5)
Adjusted net income margin is adjusted net income divided by adjusted revenues.

In light of the foregoing limitations for these non-GAAP financial measures, when assessing our operating and financial performance, you should not consider adjusted revenues, adjusted net income or adjusted net income margin in isolation or as a substitute for our operating or financial performance measures that are calculated in accordance with U.S. GAAP. In addition, because these non-GAAP measures may not be calculated in the same manner by all companies, they may not be comparable to other similar titled measures used by other companies.

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Summary Operating Data

The following table presents our summary operating data for the periods indicated:


 
  As of December 31,  
 
  2013   2014   2015  

Tradable Accounts (1)

    19,649     33,903     50,598  

(1)
Tradable accounts refer to accounts that have been activated and have remained tradable as of the end of the period.



 
  For the Year Ended December 31,  
 
  2013   2014   2015  

Active Accounts (1)

    14,335     20,330     24,453  
               

 

 

RMB

 

RMB

 

RMB

 

US$

 

Customer Trading Volume (in millions)

   
373,789
   
623,414
   
659,709
   
101,842
 

(1)
Active accounts refer to tradable accounts that executed at least one trade during the period.

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RISK FACTORS

Investing in our ADSs involves significant risks. You should carefully consider the risks described below with all of the other information included in this prospectus before deciding to invest in our ADSs. The risks and uncertainties described below are not the only ones that we may face. If any of the following risks actually occur, they may harm our business, financial condition, results of operations and prospects. In this event, the market price of our ADSs could decline and you could lose some or all of your investment.

Risks Related to Our Business and Industry

We operate in a highly regulated industry and any regulatory change may result in changes in trading models and trading rules of the exchanges we operate on, which could adversely affect our business and prospects.

As a relatively new industry, online spot commodity trading industry in China has undergone and continues to undergo significant changes in its regulatory regime. Among the three exchanges we operate on, the Shanghai Gold Exchange is established by the People's Bank of China, or the PBOC, with the approval of the State Council of the PRC, or the State Council, and is the only national exchange for spot commodity trading in China. The Tianjin Precious Metals Exchange and the Guangdong Precious Metals Exchange are established with approval from and regulated by the provincial governments in Tianjin and Guangdong, respectively. On November 11, 2011, the State Council issued Decision of the State Council on Straightening Out and Rectifying Various Types of Trading Venues to Effectively Prevent Financial Risks , or Circular 38. On July 12, 2012, the general office of the State Council issued the Implementation Opinions on Straightening Out and Rectifying Various Types of Trading Venues , or Circular 37, to further regulate various trading exchanges established with approval from provincial or other local governments. Pursuant to Circular 37, each of the provincial governments shall conduct inspection of trading exchanges within its jurisdiction based on the guidance of Circulars 38 and 37. Exchanges that are not in compliance may be banned from launching new products, be ordered to make rectification or even be shut down.

The Shanghai Gold Exchange, as a national exchange, is not subject to such provincial inspection. As of the date of this prospectus, Guangdong province has completed its inspection of exchanges in Guangdong, and the Guangdong Precious Metals Exchange has passed the inspection. However, since the Tianjin municipality has not yet completed such inspection, there are uncertainties relating to the compliance of Circulars 38 and 37 by the Tianjin Precious Metals Exchange. Although the Guangdong Precious Metals Exchange has passed such inspection, there is no guarantee that it will pass future inspections or comply with government regulations. In addition, different provincial governments and different departments of the central government may have different interpretations and implementation practices of Circulars 38 and 37. If the Tianjin Precious Metals Exchange or the Guangdong Precious Metals Exchange were to be found non-compliant under Circulars 38 and 37, and were to be required to change or adjust its trading models or rules accordingly, our operation on that exchange may become less profitable or even infeasible. We may have to transfer our business and customers to other exchanges, which may result in extra expenses and adversely affect our customers' trading experience as well as our results of operations and financial condition. If we decide to continue to operate on that exchange, we may need to adjust our business model or our business on that exchange may become less profitable both in the short term and in the long term.

Apart from Circulars 38 and 37, the State Council and provincial governments may adopt new or revise current laws and regulations, and the interpretation and implementation of such laws and regulations may vary from one locality to another. For example, the government may impose restrictions on the commodities available for trading, limit the maximum leverage ratios or trading frequencies for certain commodities, impose qualification requirements on individual investors who can trade certain commodities, or require physical settlement of spot commodity transactions. The government may even prohibit online spot trading of certain commodities. Complying with these regulations and rules could potentially make it not feasible for us to continue with certain businesses that we currently engage in or reduce our customer trading volume or customer base, thus materially and adversely affecting our revenue and business prospects.

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We operate on exchanges, which provide trading platform and set trading model and rules, and any change in such trading model or rules or any adverse development on the exchanges could adversely affect our revenue and profitability.

We operate on the exchanges, which provide trading platform and set trading model and rules for all participants on the exchanges. Among the three exchanges we operate on, the Shanghai Gold Exchange adopts an order-driven trading model, while the Tianjin Precious Metals Exchange and the Guangdong Precious Metals Exchange adopt a quote-driven trading model. For a more detailed description of the trading models and rules for the three exchanges, please see "Business — The Commodity Exchange Systems We Operate on." If, for example, the exchanges we operate on were to change their trading models from one to another, or change the features associated with their current trading models, we may need to adjust our business model accordingly.

In addition, the exchanges formulate their respective trading rules covering various aspects of spot commodity trading, including but not limited to, commission and fee standards, leverage ratio, trade settlement procedures, membership qualifications, risk control mechanism, as well as information management. Our commissions and fees consist of trading commissions, spread fees and overnight fees, the maximum levels of which are all set by the exchanges. If the exchanges we operate on were to reduce such fee levels, for one purpose or another, our revenue and profit may suffer. If the exchanges we operate on were to lower the maximum leverage ratio, it would reduce the maximum notional value of transaction a customer can conduct with a given amount of trading deposit, which may negatively affect our customers' trading volume, thus negatively impact our commissions and fees as they are earned based on our customers' trading volume. For example, on October 1, 2015, Guangdong Precious Metals Exchange lowered the maximum leverage ratio for silver and other commodities from 33:1 to 12.5:1. While on January 4, 2016, Guangdong Precious Metals Exchange restored the maximum leverage ratio to 33:1 for certain qualified customers, a lower maximum leverage ratio still applies to a majority of our customers, which may negatively impact our customers' trading volume and our commissions and fees. Any material changes in the trading models or rules of spot commodity exchanges may affect our business model, revenue composition, expenses associated with our operation, as well as costs to comply with new rules, which may adversely affect our results of operations and business. In addition, we also receive cash awards from the exchanges based on our customer trading volume, which may not continue in the future.

In addition, the exchanges we operate on are subject to certain risks of their own, including customer default risks, risks of IT system failures or malfunctions and other operational risks. For instance, since all trading orders from us and our customers are executed through the exchanges' trading systems, we are highly dependent on the IT system of the exchanges, and any interruption, malfunction or failure of the exchanges' systems could prevent individual customers from placing their orders timely, or result in erroneous execution of the customer's trading orders. Any adverse change to the operations of the exchanges we operate on may adversely affect our results of operations and business prospects.

Our customer trading volume is influenced by the general trading activities in the online spot commodity trading market, which may be impacted by competing investment products, economic and market conditions and other factors that are beyond our control.

Our revenue depends in part on our customer trading volume, which is influenced by the general trading activities in the online spot commodity trading market. Online spot commodity trading, as a relatively new investment product, faces competition from other traditional investment products, including but not limited to, stock, futures, wealth management products, as well as online finance products such as peer-to-peer lending and other investment products. These alternative investment products may divert investors from or reduce their activity levels in online spot commodity trading, which may adversely affect our trading volume, revenue and business.

In addition, the general trading activities in the online spot commodity trading market may be impacted by movements and trends in the world's commodity markets. Customer trading activities are to some extent influenced by the changes in commodity prices in international and domestic commodity markets. For instance, our customer trading volume experienced a slight decrease in the third quarter of 2015 compared

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with the same period of 2014, largely due to the sharp correction in A-share market from June to August 2015, which adversely affected investor's liquidity and confidence in trading. Periods of increased fluctuations of commodity prices often coincide with larger amount of trading volume by our customers. As a result, period to period comparison of our results of operations may not be meaningful and our future operating results may be subject to significant fluctuations. The general trading activities in our industry are also directly affected by factors such as economic and political conditions, macro trends in business and finance, investors' interest level in commodity trading and legislative and regulatory changes. Any one or more of these factors, or other factors, may reduce the trading activity level in online spot commodity trading industry and adversely affect our business and results of operations and cash flows.

We may be subject to customer claims and litigation risk which could adversely affect our reputation, business, financial condition and results of operations.

Our operation requires our employees to frequently interact with our customers and potential customers. Although we have prudent internal procedures and policies in place and we monitor employees' interaction with customers and potential customers through our CRM system, it is difficult to detect and deter misconducts and inappropriate behaviors of all of our employees and the precautions we take to prevent and detect such behaviors may not be effective in all cases. Our employees could wrongly execute transaction orders placed by our customers via telephone, misappropriate customer information, conduct improper activities on behalf of our customers, make false or misleading statements, promise investment returns to attract customers to trade, misrecord or otherwise try to hide improper activities from us.

Misconducts by our employees or former employees could give rise to customer claims against us, including claims for negligence, fraud, failure to supervise, breach of fiduciary duty, transactions and intentional misconduct. These customer claims, regardless of their merits, could subject us to substantial losses and seriously harm our reputation. In addition, such customer claims may escalate into litigation. The outcome of any arbitration or litigation is inherently uncertain, and defending against these claims could be both costly and time-consuming, and could significantly divert the efforts and resources of our management and other personnel. A judgment against us in any such litigation could incur financial and reputation damage on our business. Even if we prevail in such litigation, we could incur significant legal expenses. In addition, the exchanges we operate on could impose certain penalties on us including suspension of trades or even termination of our membership or agent role, if we are proven to have engaged in misconduct.

We face intense competition, and if we do not compete effectively, our results of operations and our business prospects may be adversely affected.

The online spot commodity trading industry is highly fragmented and competitive with relatively low entry barriers. We compete primarily on the basis of our technology, comprehensive customer service and brand recognition. Our competitors may compete with us in the following ways:

Although we do not compete against other trading service providers solely based on prices, if our competitors offer their services at lower prices, we may be forced to provide more aggressive rebates to our customers and our commission and fees may decrease. Reduction in commissions and fees without a commensurate reduction in expenses would lower our profitability.

In addition, there are over 20 commercial banks operating as financial members on the Shanghai Gold Exchange, through which individual customers can open accounts and trade gold and other precious metals on that exchange. Recently, certain Internet companies also launched spot commodity trading service. Some of these competitors may have greater financial resources or a larger customer base than we do, and if we

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fail to compete effectively, our market position, business prospects and results of operations would be adversely affected.

Our reputation is critically important to our business. If our reputation is harmed, or the reputation of the industry as a whole is damaged, our business, financial condition, results of operations or prospects may be materially and adversely affected.

Our ability to attract and retain customers may be adversely affected if our reputation is damaged. If we fail, or appear to fail, to deal with issues that may give rise to reputational risk, our business and prospects may be harmed. These issues include, but are not limited to, mishandling customer complaints, potential conflicts of interest, privacy breaches, customer data leak, improper sales practices, as well as failure to identify legal, credit, liquidity, and market risks inherent in our business. Failure to appropriately address these issues could reduce customer confidence in us or increase customer attrition rate, which may adversely affect our reputation and business.

In addition, our ability to attract and retain customers may be adversely affected if the reputation of the industry as a whole is damaged. In recent years, certain illegal trading platforms have caused reputational damage to the entire online spot commodity trading industry. There have been news reports on alleged misappropriation of customer funds and other fraudulent activities by certain exchanges and exchange members. The perception of insufficient regulation and unfavorable reputation within the industry could materially and adversely affect our ability to attract and retain customers.

Any fraudulent or allegedly fraudulent activities in the online spot commodity trading industry, which is beyond our control, may damage the reputation of the entire industry and may adversely affect our business operations and reputation.

We have a limited operating history upon which investors could evaluate our performance and prospects.

We commenced our operation on the Tianjin Precious Metals Exchange in July 2011, on the Guangdong Precious Metals Exchange in August 2013 and on the Shanghai Gold Exchange in November 2015, when we had our first customer on the relevant exchange. Besides our relatively limited track record, two of the three exchanges we operate on have limited history. The Tianjin Precious Metals Exchange started operation in 2010 and the Guangdong Precious Metals Exchange commenced operation in 2012. Accordingly, we have a limited operating history upon which you can evaluate our performance and prospects. Our performance and prospects may be materially and adversely affected by the risks, expenses and difficulties frequently encountered in a new business in a new and rapidly evolving industry characterized by intense competition and evolving regulatory oversight and rules.

Our management team lacks experience in managing a U.S. public company and complying with laws applicable to such company, the failure of which may adversely affect our business, financial conditions and results of operations.

Our current management team lacks experience in managing a U.S. publicly traded company, interacting with public company investors and complying with the increasingly complex laws pertaining to U.S. public companies. Prior to the completion of this offering, we mainly operate our businesses as a private company in the PRC. As a result of this offering, our company will become subject to significant regulatory oversight and reporting obligations under the federal securities laws and the scrutiny of securities analysts and investors, and our management currently has no experience in complying with such laws, regulations and obligations. Our management team may not successfully or efficiently manage our transition to becoming a U.S. public company. These new obligations and constituents will require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could adversely affect our business, financial conditions and results of operations.

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Although we have transferred our trading gains and losses to third parties through a risk and return transfer arrangement, we may still be exposed to market risks if such arrangements cannot be satisfactorily executed.

Under the current trading model of the Tianjin Precious Metals Exchange and the Guangdong Precious Metals Exchange, we must unconditionally accept all trading orders from our customers and serve as counterparty to their trades. As a result, we passively take principal positions opposite to those of our customers. Historically, we have incurred net losses from such positions on the Tianjin Precious Metals Exchange and the Guangdong Precious Metals Exchange for certain months or quarters.

In 2015, we entered into a risk and return transfer arrangement with a third party fund, under which any trading gains and losses resulting from our principal positions on these two exchanges are transferred to such fund, reducing our market risk exposure to commodity price movements. Such arrangement has taken effect since August 23, 2015 and has an initial term of five years. To guarantee the execution of such arrangement, the fund shall maintain a net asset value of no less than 100% of the aggregate minimum deposits required from us by these two exchanges. The fund has placed capital in a bank account under its name. Pursuant to the agreement, any withdrawal or transfer from the fund's bank account requires approval from both the fund and us, providing us the ability to block any withdrawal or transfer outside of the agreed scope. As of December 31, 2015, the net asset value of such fund was RMB245.5 million (US$37.9 million) which met the minimum deposit requirement as of such date. For more details of the risk and return transfer arrangement, please see "Business — Risk Management — Trading Related Risks — Market Risks." If the net asset value of the fund falls below 70% of the aggregate minimum deposits required from us by the two exchanges, the fund is contractually obligated to request its investors to contribute additional capital. However, investors of the fund are not obligated to contribute any additional capital and if they shall decline to do so, our counterparty risk exposure to the fund would increase. In addition, if sudden adverse market movements result in substantial losses which immediately render the fund's net assets insufficient, the fund may not be able to replenish such account as required under the risk and return transfer arrangement, and thus expose us to counterparty risk. Furthermore, if the risk and return transfer arrangement were to cease to be effective, we will be exposed to market risks on these two exchanges and may incur substantial financial losses caused by adverse market conditions.

We are exposed to credit risks of our trading counterparties, and any default by them may adversely impact our financials, results of operations and business.

We serve as counterparty to our customers' trades on the Tianjin Precious Metals Exchange and the Guangdong Precious Metals Exchange, exposing us to the risk of default by our customers. In the event of a sudden, large market price movement against a customer's position, his or her equity may drop to below zero instantly before the exchange is able to liquidate his or her position. As a result, we are subject to default risks if the customer with a deficit in his or her account refuses to pay us back. Historically, there was one incident of deficit incurred by 153 customers simultaneously. On December 1, 2014, the trading price of spot silver had a low-jump opening, immediately rendering the equity of 153 customers negative. Although under the rules of the exchanges, we, as counterparty, are entitled to claim for damages against these customers, we chose to waive such entitlements and suffered an aggregate loss of revenue of approximately RMB4.4 million.

We entered into a risk and return transfer arrangement with a third party fund in 2015 for a term of five years. According to this arrangement, in the event of customer default, we only need to transfer the part of the gains we are able to collect from such customers to the fund, and not the part under default. However, if the risk and return transfer arrangement were to cease to be effective, we would again be exposed to credit risks of our customers.

Attrition of customer accounts and failure to attract new accounts could have a material adverse effect on our business, financial conditions and results of operations.

Similar to other providers of online spot commodity trading services, our customer base comprises of individual customers who tend to trade in the online spot commodity market only for short periods of time.

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Although we offer services designed to educate, support and retain our customers, our efforts to attract new customers or reduce the attrition rate of our existing customers may not be successful. If we were unable to maintain or increase our customer retention rates or generate new customers in a cost-effective manner, our business, financial condition and results of operations would likely be adversely affected. Historically, we incurred RMB256.1 million, RMB285.7 million and RMB221.9 million (US$34.2 million) in advertising and promotion expenses, representing 40.7%, 24.7% and 17.8% of our revenues in the year of 2013, 2014 and 2015, respectively. Although we have spent significant financial resources on advertising and marketing expenses and plan to continue doing so, these efforts may not be cost-effective to attract new customers. If we are unable to develop new customers in a cost-effective way, our profitability and growth may be adversely affected.

We may fail to protect our proprietary information or our customers' information, which may adversely affect our reputation, customer base and business.

Despite our efforts to safeguard the information of our customers, information leakage due to system malfunction, employee error, misconduct or other factors may still occur. Our computer system, the networks we use, the networks and online trading platforms of the exchanges and other third parties with whom we interact, are potentially vulnerable to physical or electronic computer break-ins, viruses and similar disruptive problems and security breaches. A party that is able to circumvent our security measures could misappropriate proprietary information or customer information, jeopardize the confidential nature of the information we transmit over the Internet or cause interruptions in our operations. Concerns over the security of Internet transactions and the safeguarding of confidential personal information could also adversely affect our customers' intention to trade. We or our service providers may be required to invest significant resources to protect against the threat of security breaches or to alleviate problems caused by any breaches. To the extent that our activities involve the storage and transmission of proprietary information and personal financial information, security breaches could expose us to risks of financial loss, litigation and other liabilities. Any of these events, particularly if they result in a loss of confidence in our services, could have a material adverse effect on our reputation, business, financial condition and results of operations.

Our proprietary technology is critical to our business and if we fail to keep our technology updated as the industry evolves, our growth, revenue and business prospects may be materially and adversely affected.

Our proprietary client software and client relationship management system are critical to our business operation. In order to remain competitive, our proprietary technology is under continuous development and upgrade. If we fail to keep our technology updated as needed or as fast as our competitors or in a cost-effective manner, we may not be able to compete with our competitors. Failure to compete may limit our service quality, lower customer confidence in us or otherwise adversely affect our business and prospects.

We are required to maintain certain levels of deposits with exchanges, which could constrain our growth.

Under the trading rules of the Tianjin Precious Metals Exchange and the Guangdong Precious Metals Exchange, we are required to maintain minimum deposits with exchanges as a comprehensive member. Exchanges continue to evaluate and modify their minimum deposit requirement in response to regulatory change and to improve the stability and liquidity of the exchanges. In addition, since the exchanges mandatorily liquidate a member's position when its equity to minimum deposit ratio falls under certain level, we generally maintain a higher level of minimum deposit than required by the exchanges to avoid being liquidated due to large and rapid price movement against us. We maintained an amount of RMB234.9 million and RMB239.9 million (US$37.0 million) of deposits with exchanges as of December 31, 2014 and 2015, respectively. As the deposits with exchanges need to be set aside in our trading deposit account with the exchanges, this may reduce our disposable cash for other business activities and therefore constrain our growth.

We may fail to update our risk-management policies and procedures as needed and such policies and procedures may otherwise be ineffective, which may expose us to unidentified or unexpected risks.

Although we adopt an integrated risk-management system, we may fail to update our risk management system as needed and the system may fail to effectively function, thus exposing us to unidentified or

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unexpected risks. We are dependent on our risk-management policies and procedures and the adherence to such policies and procedures by our risk management and other staff to manage the risks inherent in our business. Our policies, procedures and practices used to identify, monitor and control a variety of risks are carried out by the corresponding departments. However, some of our methods for managing risks are discretionary by nature and are based on internally developed controls and observed historical market behavior, and also involve reliance on standard industry practices. These methods may not adequately prevent losses, particularly as they relate to extreme market movements, which may be significantly greater than historical fluctuations in the market. In addition, we may fail to update our risk management system as needed or as fast as the industry evolves, weakening our ability to identify, monitor and control new risks.

A failure in our IT systems could cause interruptions in our services or decreases in the responsiveness of our services, disrupt our business, damage our reputation and cause losses.

Our IT systems support all phases of our operation, including marketing, customer development and the provision of customer services, and are an essential part of our technology infrastructure. If our systems fail to perform, we could experience disruptions in operations, slower response times or decreased customer satisfaction. Our systems also are vulnerable to damage or interruption from human error, natural disasters, telecommunication failures, break-ins, sabotage, computer viruses and similar events. While we currently maintain an emergency backup plan, which is intended to minimize service interruptions and secure data integrity, our backup plan may not work effectively during an emergency. Any such systems failure could impair our reputation, damage our brand name, subject us to claims and materially and adversely affect our business, financial condition, operating results or prospects.

We provide market information, research reports and live market commentaries to our individual customers, which may expose us to reputational and business risks.

We provide market information, research reports and live market commentaries to our customers. Although these materials and commentaries contain prominent disclaimers, our customers may seek to hold us responsible when they use such information to make trading decisions and suffer financial losses on their trades, or if their trades are not as profitable as they have expected, which might adversely affect our reputation, business and results of operations.

New lines of business or new services may subject us to additional risks.

From time to time, we may implement new lines of business or offer new services within existing lines of business. We commenced our operation on the Shanghai Gold Exchange in November 2015, and we may expand our businesses into other areas. There are substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed. In developing and marketing new lines of business and/or new services, we may invest significant time and resources. Initial timetables for the introduction and development of new lines of business and/or new services may not be achieved and profitability targets may not prove feasible. External factors, such as compliance with regulations, competition and shifting market preferences, may also impact the successful implementation of a new line of business or a new service. Our personnel and technology systems may fail to adapt to the changes in such new areas or we may fail to effectively integrate new services into our existing operation. In addition, we may be unable to compete effectively due to different competitive landscape in these new areas. Furthermore, any new line of business and/or new service could have a significant impact on the effectiveness of our internal control system. Failure to successfully manage these risks in the development and implementation of new lines of business or new services could have a material adverse effect on our business, results of operations and financial condition.

We depend on key management as well as experienced and capable personnel, and our business may be adversely affected if we are unable to hire and retain qualified employees.

Our key management includes our Chairman and Chief Executive Officer, Mr. Wenbin Chen, our Vice Presidents, Mr. Xu Gang, Mr. Dikuo Bo, Mr. Jigeng Chen, Mr. Qi Feng and Mr. Sheng Zhao, and our Chief Financial Officer, Mr. Jingbo Wang. Our continued success is dependent upon the retention of these key management members, as well as a number of other key managerial, marketing, sales, research, technical and operations personnel. We do not have key man insurance and the loss of such key personnel could have a material adverse effect on our business. In addition, our ability to grow our business is dependent, to a large degree, on our ability to retain such key management members and experienced personnel.

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We may not be able to protect our intellectual property rights or may be subject to intellectual property claims from others.

We rely on a combination of trademark, copyright, trade secret and fair business practice laws in the PRC to protect our proprietary technology, intellectual property rights and brand. Although we have entered into confidentiality and invention assignment agreements with certain of our employees and/or relevant third parties and also rigorously control access to proprietary technology, it is possible that third parties may copy or otherwise obtain and use our proprietary technology without authorization of the company or otherwise infringe on our rights. We may also face claims of infringement that could interfere with our ability to use technology that is material to our business operation.

In the future, we may have to rely on litigation to enforce our intellectual property rights, protect our trade secrets, determine the validity and scope of the proprietary rights of others or defend against claims of infringement or invalidity. Any such litigation, whether successful or unsuccessful, could result in substantial costs and the diversion of resources and the attention of management, any of which could adversely affect our business.

We may be unable to obtain and maintain necessary license, permits or approvals for our business, which may adversely affect our operations and business prospects.

Many aspects of our businesses depend on obtaining and maintaining the necessary approvals, licenses or permits from the exchanges we operate on and from government authorities. If we fail to continuously comply with the regulatory requirements in certain aspects, we may encounter the risks of being disqualified for our existing businesses or being rejected for renewal of our qualifications upon expiry by the regulatory authorities. In addition, in respect of any new business that we contemplate, we may not be able to obtain the relevant approvals for developing such new business, if we fail to fully comply with the relevant regulations and regulatory requirements. As a result, we may fail to develop new business as planned, or we may fall behind our competitors in such businesses.

If our internal control over financial reporting or our disclosure controls and procedures are not effective, we may not be able to accurately report our financial results, prevent fraud or file our periodic reports in a timely manner.

When we become a public company, we will be subject to reporting obligations under Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, that will require us to include a management report on our internal control over financial reporting in our annual report, which contains management's assessment of the effectiveness of our internal control over financial reporting. Our management may conclude that our internal control over our financial reporting is not effective. Moreover, when we are no longer an emerging growth company under the federal securities laws, our independent registered public accounting firm will be required to issue an attestation report on the effectiveness of our internal control over financial reporting. Even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm may conclude that there are material weaknesses or significant deficiencies with respect to our controls or the level at which our controls are documented, designed, operated or reviewed. Material weaknesses may be identified during the audit process or at other times.

In connection with the audit of our combined and consolidated financial statements for 2015, one material weakness was identified in our internal control over financial reporting. 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 annual or interim financial statements will not be prevented or detected on a timely basis. The material weakness that was identified related to our lack of sufficient financial reporting and accounting personnel with appropriate experience of U.S. GAAP and SEC reporting requirements and failure to establish and clearly communicate acceptable policies regarding U.S. GAAP financial reporting, which contributed to inadequate controls in the application of accounting

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policies in the United States. While we have implemented plans to remediate this material weakness, there is no assurance that we will not have material weaknesses or significant deficiencies in the future.

Our reporting obligations as a public company will place a strain on our management, operational and financial resources and systems for the foreseeable future. If we fail to timely achieve and maintain the adequacy of our internal control over financial reporting, we may not be able to produce reliable financial reports and will be less able to detect and prevent fraud. In addition, our failure to achieve and maintain effective internal control over financial reporting could prevent us from filing our periodic reports on a timely basis which could result in the loss of investor confidence in the reliability of our financial statements, impair our ability to access the capital markets, harm our business, and negatively impact the trading price of our ADSs.

We may be unable to effectively manage our rapid growth.

The rapid growth of our business during our limited operation history has placed significant demands on our management and other resources.

As we grow, we may also need to expand and upgrade the reliability and scalability of our proprietary technology, network infrastructure and other aspects of our IT system. We may need to hire additional sales and marketing representatives, customer service, risk management as well as other personnel to serve the enlarged customer base. Implementation of new business arrangements, expansion of technology infrastructure and increase in employee numbers may further increase our operational complexity and impose higher standards on every aspect of our operation. Our management team may fail to effectively cope with the increased operational complexity, and we may fail to integrate new resources into our existing operation system. Therefore, we may not be able to maintain current growth rate or manage our growth effectively.

Our physical commodity trading and product sales are influenced by the market condition of the commodities, suppliers and other factors that are often beyond our control.

Our physical commodity trading and product sales business is influenced by market conditions, suppliers and other factors. We currently engage in the physical trading and product sales of precious metals, which is influenced by the supply and demand of such precious metals in the PRC, general financial and economic conditions of the PRC, regulations by relevant authorities as well as other factors that are beyond our control. In addition, for silver products sales, any shortage, delay or quality deterioration in the supply of silver products by our suppliers could adversely affect our silver trading business and results of operations.

We may pursue acquisitions or joint ventures that could present unforeseen integration obstacles, incur unpredicted costs or may not enhance our business as we expected.

Although our growth strategy historically has not focused on acquisitions, we may in the future selectively pursue acquisitions and joint ventures. Any future acquisitions or joint venture may result in significant transaction costs and present new risks associated with entering additional markets or offering new products and integrating the acquired companies or newly established joint ventures. Because acquisitions and joint ventures historically have not been a core part of our growth strategy, we do not have significant experience in successfully completing acquisitions or joint ventures. In addition, we may not have sufficient management, financial and other resources to integrate companies we acquire or to successfully operate joint ventures and we may be unable to profitably operate our expanded company. Additionally, any new businesses that we may acquire or joint ventures we may form, once integrated with our existing operations, may not produce expected or intended results.

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We face risks related to natural disasters, health epidemics, terrorist attacks and other outbreaks, which could significantly disrupt our operations.

The occurrence of unforeseen or catastrophic events, including the emergence of a pandemic or other widespread health emergency, terrorist attacks or natural disasters, could create economic and financial disruptions, lead to operational difficulties that could impair our ability to manage our businesses, and expose our business activities to significant losses. On August 12, 2015, there were a series of explosions that killed over one hundred people which occurred at a hazardous chemical container storage station at the Port of Tianjin. Although our subsidiary located in Tianjin did not suffer any loss or experience any significant increase in costs resulting from such incident, any similar future incidents could materially affect our operations due to loss of personnel, damages to property, including our inventory and technology system. Our operations could also be severely disrupted if the exchanges we operate on were affected by natural disasters, health epidemics or man-caused disasters.

Our insurance coverage may be inadequate to cover risks related to our business and operation.

While we maintain certain insurance, such as employee commercial insurance, traffic compulsory insurance, vehicle commercial insurance, there is no assurance that our insurance coverage will be adequate to cover potential losses. Under PRC laws and regulations, we are not required to, and we do not, maintain any insurance in relation to our business operations, such as business interruption insurance, or liability insurance against liabilities arising from customer complaints and litigation or other aspects of our business. Our current insurance policies may not protect us against such losses and liabilities.

Although we believe that our insurance coverage is in line with industry practice in the PRC, if any of the incidents mentioned above occur and we have insufficient insurance to cover the liabilities associated with such incidents, it could have a material adverse effect on our financial condition, results of operations and business prospects.

Risks Related to Our Corporate Structure

We principally rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us, or the tax implications of making payments to us, could have a material adverse effect on our ability to conduct our business or our financial condition.

We are a holding company, and we rely principally on dividends and other distributions on equity from our wholly owned subsidiaries in China for our cash requirements, including the funds necessary to pay dividends to our shareholders and service any debt we may incur. Current PRC regulations permit our subsidiaries in China to pay dividends to us only out of their respective accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, each of our PRC subsidiaries is required to set aside at least 10% of its respective after-tax profits each year, if any, to fund certain statutory reserve funds until the aggregate amount of such reserve funds reaches 50% of its registered capital. At its discretion, each of our PRC subsidiaries may allocate a discretionary portion of its respective after-tax profits to staff welfare and bonus funds. These reserves may not be distributable as cash dividends. Furthermore, if any of our PRC subsidiaries incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other payments to us. Most of our assets are held by, and substantially all of our earnings and cash flows are attributable to, our PRC subsidiaries. Our cash flows are principally derived from dividends paid to us by our PRC subsidiaries. As a result, our ability to distribute dividends largely depends on earnings from our PRC subsidiaries and their ability to pay dividends out of their earnings. If operating losses from our PRC subsidiaries were to continue to grow, our operating results and cash flows would be further materially and adversely affected. Our PRC subsidiaries so far have not paid us any dividends. We cannot assure you that our PRC subsidiaries will generate sufficient earnings and cash flows in the near future to pay dividends or otherwise distribute sufficient funds to enable us to meet our obligations, pay interest and expenses or declare dividends.

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PRC regulation of loans and direct investment by offshore holding companies to PRC entities may delay or prevent us from using proceeds we receive from this offering and the Concurrent Private Placement to make loans or additional capital contributions to our PRC subsidiaries.

We are an offshore holding company conducting our operations in China through our PRC subsidiaries. Any capital contributions or loans that we, as an offshore entity, make to our PRC subsidiaries that are foreign-invested enterprises, including the proceeds of this offering and the Concurrent Private Placement, are subject to PRC regulations. Loans made by us to our PRC subsidiaries to finance their activities cannot exceed statutory limits and must be registered with the local counterpart of the State Administration of Foreign Exchange, or SAFE. The statutory limit for the total amount of foreign debts a foreign-invested company may incur is the difference between the amount of total investment as approved by the Ministry of Commerce of the PRC, or MOFCOM, or its local counterpart and the amount of registered capital of such foreign-invested company.

We may also decide to finance our PRC subsidiaries by means of capital contributions. These capital contributions must be approved by the MOFCOM or its local counterpart. In addition, SAFE issued the Circular on the Relevant Operating Issues Concerning the Improvement of the Administration of Payment and Settlement of Foreign Currency Capital of Foreign Invested Enterprises , or the SAFE Circular 142, on August 29, 2008. Pursuant to SAFE Circular 142, the registered capital of a foreign-invested enterprise settled in RMB that is converted from foreign currencies may only be used for purposes within the business scope approved by the applicable governmental authority and may not be used for equity investments within the PRC.

In 2015, the SAFE has published the Circular of the State Administration of Foreign Exchange on Reforming the Management Approach regarding the Settlement of Foreign Exchange Capital of Foreign-invested Enterprises , or Circular 19, which has come into effect since June 1, 2015, and the SAFE Circular 142 was repealed simultaneously. According to Circular 19, foreign-invested enterprises are now allowed to convert their registered capital from foreign exchange to RMB and apply such funds to equity investment within the PRC, conditioned upon the investment target's duly registration with local bank of such reinvestment and open a corresponding special account pending for foreign exchange settlement payment. Further, such conversion will be handled at the bank level and does not need to be approved by SAFE. However, Circular 19 continues to prohibit foreign-invested enterprises from, among other things, using an RMB fund converted from its foreign exchange capital for expenditure beyond its business scope, investment in securities, providing entrusted loans or repaying loans between nonfinancial enterprises or purchasing real estate not for self-use.

If we fail to comply with such regulations, our ability to capitalize the relevant PRC subsidiaries or fund our operations or utilize the proceeds of this offering and the Concurrent Private Placement in the manner described in the section entitled "Use of Proceeds" may be negatively affected, which could materially and adversely affect the liquidity of our relevant PRC subsidiaries or our business, financial condition, results of operations and growth prospects.

We may be subject to penalties, including restrictions on our ability to inject capital into our PRC subsidiaries and our PRC subsidiaries' ability to distribute profits to us, if our PRC resident shareholders or beneficial owners fail to comply with relevant PRC foreign exchange regulations.

On July 4, 2014, SAFE issued the Circular on Several Issues Concerning Foreign Exchange Administration of Domestic Residents Engaging in Overseas Investment, Financing and Round-Trip Investment via Special Purpose Vehicles , or SAFE Circular 37, which replaced the previous Notice on Relevant Issues Concerning Foreign Exchange Administration for Domestic Residents' Financing and Roundtrip Investment Through Offshore Special Purpose Vehicles , effective on November 1, 2005, or Circular 75. SAFE Circular 37 requires PRC individuals, institutions and foreign individuals who have a habitual residence in the PRC due to economic interests, or collectively referred as the PRC residents, to register with SAFE or its local branches in connection with their direct establishment or indirect control of an offshore entity, for the

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purpose of overseas investment and financing, with such PRC residents' legally owned assets or equity interests in domestic enterprises or offshore assets or interests. Such offshore entity is referred to as an offshore special purpose vehicle. In addition, such PRC residents must update their foreign exchange registrations with SAFE when the offshore special purpose vehicle undergoes material events relating to any change of basic information (including change of such PRC residents, name and operation term), increases or decreases in investment amount, share transfers or exchanges, or mergers or divisions.

If any shareholder holding interest in an offshore special purpose vehicle, who is a PRC resident as determined by Circular 37, fails to fulfill the required foreign exchange registration with the local SAFE branches, the PRC subsidiaries of that offshore special purpose vehicle may be prohibited from distributing their profits and dividends to their offshore parent company or from carrying out other subsequent cross-border foreign exchange activities, and the offshore special purpose vehicle may be restricted in its ability to contribute additional capital to its PRC subsidiaries. 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 requested all of our current shareholders and/or beneficial owners to disclose whether they or their shareholders or beneficial owners fall within the ambit of the SAFE Circular 37 and will urge relevant shareholders, upon learning that they are PRC residents, to register with the local SAFE branch as required under the SAFE Circular 37. However, we may not be fully informed of the identities of all our shareholders or beneficial owners who are PRC residents, and we cannot provide any assurance that all of our shareholders and beneficial owners who are PRC residents will comply with our request to make, obtain or update any applicable registrations or comply with other requirements required by the SAFE Circular 37 or other related rules in a timely manner.

Yin Tian Xia Technology. Jin Xiang Yin Rui and Rong Jin Hui Yin were indirectly controlled by our ultimate individual beneficial owners, Mr. Wenbin Chen, Mr. Ming Yan and Ms. Ningfeng Chen, through nominee shareholders arrangements before these companies became wholly owned subsidiaries of offshore holding companies. After a series of restructurings in the following years, Qian Zhong Su acquired these three companies and now they are indirectly owned by our ultimate individual beneficial owners through an offshore holding company. Our ultimate individual beneficial owners have contacted local SAFE to make the applications under SAFE Circular 37 and other related rules, but were informed that their application would not be accepted in practice due to the previous nominee shareholder arrangements, based upon which our PRC counsel advises us that the possibility of SAFE restrictions and penalties is remote as the failure to register was not intended by our shareholders but due to legal impracticality. Although our ultimate individual beneficial owners have undertaken to complete such registration as soon as the local SAFE would accept such applications, the timeframe for such registration remains unknown until new policies or practical guidelines explicitly allow or waive registrations made by companies with historical nominee shareholder arrangements. Although we are not currently prohibited from or limited in distributing dividends or profits to offshore entities, we may be so prohibited or limited in the future, which may negatively affect our financial conditions and results of operations, as well as our ability to distribute dividends to our investors.

Risks Related to Doing Business in China

PRC economic, political and social conditions as well as government policies could adversely affect our business and prospects.

We conduct businesses in the PRC, and therefore our financial conditions and results of operations are subject to influences from PRC's economic, political and social conditions to a great extent. The PRC economy differs from the economies of most developed countries in many aspects, including, but not limited to, the degree of government involvement, control level of corruption, control of capital investment, reinvestment control of foreign exchange, allocation of resources, growth rate and development level.

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For approximately three decades, the PRC government has implemented economic reform measures to utilize market forces in the development of the PRC economy. We cannot predict whether changes in the PRC's economic, political and social conditions and in its laws, regulations and policies will have any adverse effect on our current or future business, financial condition or results of operations. In addition, many of the economic reforms carried out by the PRC government are unprecedented or experimental and are expected to be refined and improved over time. This refining and improving process may not necessarily have a positive effect on our operations and business development. For example, the PRC government has in the past implemented a number of measures intended to slow down certain segments of the economy, including the property industry, which the government believed to be overheating. These actions, as well as other actions and policies of the PRC government, could cause a decrease in the overall level of economic activity in the PRC and, in turn, have an adverse impact on our business and financial condition.

The legal system of the PRC is not fully developed and there are inherent uncertainties that may affect the protection afforded to us.

Our business and operations in China are governed by the PRC laws and regulations. The PRC legal system is generally based on written statutes. Prior court decisions may be cited for reference but have limited precedential value. Since 1979, PRC legislation and regulations have significantly enhanced the protections afforded to various industries in China. However, as these laws and regulations are relatively new and continue to evolve, interpretation and enforcement of these laws and regulations involve significant uncertainties and different degrees of inconsistency. Some of the laws and regulations are still in the developmental stage and are therefore subject to policy changes. Many laws, regulations, policies and legal requirements have only been recently adopted by PRC central or local government agencies, and their implementation, interpretation and enforcement may involve uncertainty due to the lack of established practice available for reference. We cannot predict the effect of future legal developments in China, including the promulgation of new laws, changes in existing laws or their interpretation or enforcement, or the preemption of local regulations by national laws. As a result, there is substantial uncertainty as to the legal protection available to us. Furthermore, due to the limited volume of published cases and the nonbinding nature of prior court decisions, the outcome of dispute resolution may not be as consistent or predictable as in other more developed jurisdictions, which may limit the legal protection available to us.

The enforcement of the Labor Contract Law of the People's Republic of China, or the PRC Labor Contract Law, and other labor-related regulations in the PRC may increase our labor costs, impose limitations on our labor practices and adversely affect our business and our results of operations.

On June 29, 2007, the Standing Committee of the National People's Congress of China enacted the PRC Labor Contract Law, which became effective on January 1, 2008 and was amended on December 28, 2012. The PRC Labor Contract Law introduces specific provisions related to fixed-term employment contracts, part-time employment, probation, consultation with labor unions and employee assemblies, employment without a written contract, dismissal of employees, severance, and collective bargaining, which together represent enhanced enforcement of labor laws and regulations. According to the PRC Labor Contract Law, an employer is obliged to sign an unfixed-term labor contract with any employee who has worked for the employer for 10 consecutive years. Further, if an employee requests or agrees to renew a fixed-term labor contract that has already been entered into twice consecutively, the resulting contract must have an unfixed term, with certain exceptions. The employer must pay economic compensation to an employee where a labor contract is terminated or expires in accordance with the PRC Labor Contract Law, except for certain situations which are specifically regulated. In addition, the government has issued various labor-related regulations to further protect the rights of employees. According to such laws and regulations, employees are entitled to annual leave ranging from 5 to 15 days and are able to be compensated for any untaken annual leave days in the amount of three times their daily salary, subject to certain exceptions.

As a result of these regulations, which are designed to enhance labor protection, we expect our labor costs to increase, as the continued success of our business depends significantly on our ability to attract and

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retain qualified personnel. In the event that we decide to change our employment or labor practices, the PRC Labor Contract Law and its implementation rules may also limit our ability to effect those changes in a manner that we believe to be cost-effective. In addition, as the interpretation and implementation of these new regulations are still evolving, our employment practices may not be at all times deemed in compliance with the new regulations. If we are subject to severe penalties or incur significant liabilities in connection with labor disputes or investigations, our business and financial conditions may be adversely affected.

In addition, on December 28, 2012, the PRC Labor Contract Law was amended to impose more stringent requirements on labor dispatches, and such amendments became effective on July 1, 2013. For example, the number of dispatched contract workers that an employer hires may not exceed a certain percentage of our total number of employees to be decided by the Ministry of Human Resources and Social Security, and the dispatched contract workers can only engage in temporary, auxiliary or substitute work. According to the Interim Provisions on Labor Dispatch, or the Interim Provisions, promulgated by the Ministry of Human Resources and Social Security on January 24, 2014, which became effective on March 1, 2014, the number of dispatched contract workers hired by an employer shall not exceed 10% of the total number of its employees (including both directly hired employees and dispatched contract workers). The Interim Provisions further require the employer that is not in compliance with the above provisions to formulate a plan to reduce the number of its dispatched contract workers to below 10% of the total number of its employees prior to March 1, 2016. However, if any labor contract or labor dispatch agreement legally executed prior to December 28, 2012 will expire within two years after the date of implementation hereof, such contracts or agreements may continue to be performed until the expiry thereof in accordance with the applicable law. In addition, an employer is not permitted to hire any new dispatched contract worker until the number of its dispatched contract workers has been reduced below 10% of the total number of its employees. Such limitations on use of dispatched labor may increase our labor costs and impose limitations on our employment practices, which may adversely affect our business and profitability.

Failure to make adequate contributions to various employee benefit plans as required by PRC regulations may subject us to penalties.

Companies operating in China are required to participate in various government-sponsored employee benefit plans, including certain social insurance, housing funds and other welfare-oriented payment obligations, and contribute to the plans in amounts equal to certain percentages of salaries, including bonuses and allowances, of our employees up to a maximum amount specified by the local government from time to time at locations where we operate our businesses. The requirement of employee benefit plans has not been implemented consistently by the local governments in China given the different levels of economic development in different locations. Our PRC operating entities incorporated in various locations in China have not made adequate employee benefit payments and we have recorded accruals for estimated underpaid amounts in our financial statements. We may be required to make up the contributions for these plans as well as to pay late fees and fines.

In December 2012, the PRC Labor Contract Law was amended to impose more stringent requirements on the use of employees of temporary staffing agencies, who are known in China as "dispatched workers." Historically, we had engaged certain employment agencies to dispatch contract workers to work for us and terminated such arrangements in early 2014. Under such arrangements, these workers were employed by the employment agent companies, and therefore such agent companies were responsible for paying contribution of social insurance and housing funds for the workers correspondingly. During the period that we had such arrangements with the third party employment agencies, they had shortfalls in making such contributions for the workers working for several of our subsidiaries. We have recorded accruals for estimated underpaid amounts in our financial statements. There is a risk that under the PRC law, we may be held by the labor authorities as jointly responsible together with third party employee agencies to make up the shortfall in the contribution of social insurance in relation to those workers dispatched to work for us and may be subject to additional penalties.

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Regulators may impose penalties and fines with respect to shortfall in social insurance payment. A late payment fee at the rate of 0.05% per day of the outstanding amount from the due date may be imposed, and if such amounts remain outstanding beyond a prescribed time limit, a fine of one to three times the outstanding amount may be imposed. While there are no explicit quantitative statutory fines or penalties on late payments of housing funds as advised by our PRC counsel, the housing accumulation fund management center may order us to pay any housing fund shortfalls immediately. Although based on the opinion of our PRC counsel, the possibility that we will be subject to any fine or penalty is remote, if we become subject to such fines or penalties in relation to the underpaid employee benefits, our financial condition and results of operations may be adversely affected.

Any failure to comply with PRC regulations regarding the registration requirements for employee share incentive plans may subject the PRC plan participants or us to fines and other legal or administrative sanctions.

Pursuant to the Notice on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Publicly Listed Company , issued by SAFE in February 2012, employees, directors, supervisors and other senior management participating in any stock incentive plan of an overseas publicly listed company who are PRC citizens or who are non-PRC citizens residing in China for a continuous period of not less than one year, subject to a few exceptions, 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 and our directors, executive officers and other employees who are PRC citizens or who reside in the PRC for a continuous period of not less than one year and who have been granted restricted shares, restricted share units or options will be subject to these regulations if those employees exercise such restricted shares, restricted share units or options when our company becomes an overseas listed company upon the completion of this offering. Separately, SAFE Circular 37 also requires certain registration procedures to be completed if those employees exercise restricted shares, restricted share units or options before listing. Failure to complete the SAFE registrations may subject them to fines and legal sanctions and may also limit our ability to contribute additional capital into our wholly foreign-owned subsidiaries in China and limit these subsidiaries' ability to distribute dividends to us. We also face regulatory uncertainties that could restrict our ability to adopt additional incentive plans for our directors and employees under PRC law.

In addition, the State Administration of Taxation, or the SAT has issued certain circulars concerning employee share options or restricted shares. Under these circulars, the employees working in the PRC who exercise share options or are granted restricted share units will be subject to PRC individual income tax. The PRC subsidiaries of such an overseas listed company 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 the employees fail to pay or the PRC subsidiaries fail to withhold their income taxes according to relevant laws and regulations, the PRC subsidiaries may face sanctions imposed by the tax authorities or other PRC government authorities.

We may be deemed to be a PRC resident enterprise under the Enterprise Income Tax Law, or the EIT Law, and be subject to PRC tax on our worldwide income, which may significantly increase our income tax expenses and materially decrease our profitability or otherwise adversely affect the value of your investment.

Under the EIT Law that took effect on January 1, 2008, enterprises established outside of China whose "de facto management bodies" are located in China are considered to be "resident enterprises" and will generally be subject to a uniform 25% corporate income tax on their global income (excluding dividends received from "resident enterprises"). In addition, a circular issued by SAT on April 22, 2009 and amended on January 29, 2014 sets out certain standards for determining whether the "de facto management body" of an offshore enterprise funded by Chinese enterprises as controlling shareholders is located in China. Although this circular applies only to offshore enterprises funded by Chinese enterprises as controlling shareholders, rather than those funded by Chinese or foreign individuals or foreign enterprises as controlling

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shareholders (such as our Company), the determining criteria set forth in the circular may reflect SAT'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 how they are funded. Although our Company is not funded by Chinese enterprises as controlling shareholders, substantial uncertainty remains as to whether our Company or any of our other non-PRC entities will be deemed a PRC resident enterprise for EIT purposes. If we or any of our subsidiaries registered outside the PRC are deemed a "resident enterprise" under the EIT Law, our income tax expenses may increase significantly, and our profitability could decrease materially.

You may be subject to PRC income tax on dividends from us or on any gain realized on the transfer of our ADSs.

Under the EIT Law and its implementation rules, subject to any applicable tax treaty or similar arrangement between the PRC and your jurisdiction of residence that provides for a different income tax arrangement, PRC withholding tax at the rate of 10% is normally applicable to dividends from PRC sources payable to investors that are non-PRC resident enterprises, which do not have an establishment or place of business in the PRC, or which have such establishment or place of business if the relevant income is not effectively connected with the establishment or place of business. Any gain realized on the transfer of American depositary shares or shares by such non-PRC resident enterprise investors is also subject to a 10% PRC income tax if such gain is regarded as income derived from sources within the PRC unless a treaty or similar arrangement otherwise provides. Under the PRC Individual Income Tax Law and its implementation rules, dividends from sources within the PRC paid to foreign individual investors who are not PRC residents are generally subject to a PRC withholding tax at a rate of 20% and gains from PRC sources realized by such investors on the transfer of American depositary shares or shares are generally subject to a 20% PRC income tax, in each case, subject to any reduction or exemption set forth in applicable tax treaties and PRC laws. Although substantially all of our business operations are in China, it is unclear whether dividends we pay with respect to our ADSs, or the gain realized from the transfer of our ADSs, would be treated as income derived from sources within the PRC and as a result be subject to PRC income tax if we were considered a PRC resident enterprise, as described above. If PRC income tax were imposed on gains realized through the transfer of our ADSs or on dividends paid to our non-resident investors, the value of your investment in our ADSs may be materially and adversely affected. Furthermore, our ADS holders whose jurisdictions of residence have tax treaties or arrangements with China may not qualify for benefits under such tax treaties or arrangements.

The heightened scrutiny over acquisition transactions by the PRC tax authorities may have a negative impact on our business operations, our acquisition or restructuring strategy or the value of your investment in us.

In connection with the EIT Law, the Ministry of Finance and SAT jointly issued, on April 30, 2009, the Notice on Issues Concerning Process of Enterprise Income Tax in Enterprise Restructuring Business , or Circular 59. On February 3, 2015, SAT issued the Announcement of the State Administration of Taxation on Several Issues concerning the Enterprise Income Tax on the Indirect Transfers of Properties by Non-Resident Enterprises , or the SAT Announcement 7. By promulgating and implementing the above, the PRC tax authorities have strengthened their scrutiny over the direct or indirect transfer of equity interest in a PRC resident enterprise by a non-PRC resident enterprise. Pursuant to SAT Announcement 7, if a non-resident enterprise, or referred as a transferor, transfers its equity in an offshore enterprise which directly or indirectly owns PRC taxable assets, including ownership interest in PRC resident companies, or the Taxable Properties, without a reasonable commercial purpose, such transfer shall be deemed as a direct transfer of such Taxable Properties. The payer, or referred as a transferee, in such transfer shall be the withholding agent, and is obligated to withhold and remit the enterprise income tax to the relevant PRC tax authority. Factors that may be taken into consideration when determining whether there is a "reasonable commercial purpose" include, among other factors, the value constitution of the transferred equity, offshore taxable situation of the transaction, the offshore structure's economic essence and duration and trading fungibility.

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If an equity transfer transaction satisfies all the requirements mentioned above, such transaction will be considered an arrangement with "reasonable commercial purpose."

We may conduct acquisitions and restructuring. We believe, as advised by our PRC legal advisor, that these historical transactions do not constitute "direct or indirect transfer of the Taxable Properties," and therefore are not subject to SAT Announcement 7. We cannot assure you that the PRC tax authorities will share this view. As a result, the PRC tax authorities may, at their discretion, impose additional PRC taxes or penalties on capital gains we generated from such historical transactions, which would incur additional costs on us.

Certain preferential tax treatments currently offered to some of our PRC subsidiaries may be discontinued, and such discontinuation or imposition of any additional taxes could adversely affect our business, financial condition and results of operations.

Yin Tian Xia Technology, our PRC subsidiary, received the "certified software enterprise and certified software products" qualification, from Shanghai Municipal Commission of Economy and Informatization in April 2013 and November 2012. Under the relevant PRC laws, regulations and rules, Yin Tian Xia Technology enjoys certain preferential tax treatments, under which its income tax rate is 0% in 2013 and 2014 and 12.5% from 2015 to 2017. The preferential period runs from 2013 to December 31, 2017. Furthermore, it may be qualified to receive a refund on value added tax, or VAT, from its sale of self-developed and self-produced software products. The refund-upon-collection policy shall be applied to the portion of actual VAT burden in excess of 3% after VAT has been collected at a tax rate of 17%. If it fails to maintain its qualification or if the preferential period expires without being renewed, it may lose the tax preferential treatments, which could have a material adverse effect on our business, financial condition and results of operations.

Fluctuations in exchange rates could have a material and adverse effect on our results of operations and the value of your investment.

The value of the RMB against the U.S. dollar and other currencies is affected by changes in China's political and economic conditions and China's foreign exchange policies, among other things. On July 21, 2005, the PRC government changed its decades-old policy of pegging the value of the RMB to the U.S. dollar, and the RMB 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 RMB and the U.S. dollar remained within a narrow band. The PRC government has allowed the RMB to appreciate slowly against the U.S. dollar again, and it has appreciated more than 10% since June 2010. On August 11, 2015, the PBOC allowed the RMB to depreciate by approximately 2% against the U.S. dollar. It is difficult to predict how long such depreciation of RMB against the U.S. dollar may last and when and how the relationship between the RMB and the U.S. dollar may change again.

Significant revaluation of the RMB may have a material and adverse effect on your investment. For example, to the extent that we need to convert U.S. dollars we receive from this initial public offering into RMB for our operations, appreciation of the RMB against the U.S. dollar would have an adverse effect on the RMB amount we would receive from the conversion. Conversely, if we decide to convert our RMB 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 RMB would have a negative effect on the U.S. dollar amount available to us. In addition, appreciation or depreciation in the value of the RMB relative to U.S. dollars would affect our financial results reported in U.S. dollar terms regardless of any underlying change in our business or results of operations.

Very limited hedging options are available in China to reduce our exposure to exchange rate fluctuations. To date, we have not entered into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While we may decide to enter into hedging transactions in the future, the availability and effectiveness of these hedges may be limited and we may not be able to adequately hedge

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our exposure or at all. In addition, our currency exchange losses may be magnified by PRC exchange control regulations that restrict our ability to convert RMB into foreign currency.

Restrictions on the remittance of RMB into and out of the PRC and governmental control of currency conversion may limit our ability to pay dividends and other obligations, and affect the value of your investment.

The PRC government imposes controls on the convertibility of RMB into foreign currencies and the remittance of currency out of China. We receive all of our revenues in RMB and all of our cash inflows and outflows are denominated in RMB. Under our current corporate structure, our income is primarily derived from dividend payments from our PRC operating subsidiaries. We may convert a portion of our revenues into other currencies to meet our foreign currency obligations, such as payments of dividends declared in respect of our shares, if any. Shortages in the availability of foreign currency may restrict the ability of our PRC subsidiaries to remit sufficient foreign currency to pay dividends or other payments, or otherwise satisfy its foreign currency-denominated obligations.

Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior SAFE approval by complying with certain procedural requirements. However, approval from or registration with competent government authorities is required where the RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government may at its discretion restrict access to foreign currencies for current account transactions in the future. If the foreign exchange control system prevents us from obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may not be able to pay dividends in foreign currencies to our shareholders, including holders of our ADSs and ordinary shares. Further, there is no assurance that new regulations will not be promulgated in the future that would have the effect of further restricting the remittance of RMB into or out of PRC.

Certain of our leased property interests may be defective and our right to lease the properties affected by such defects may be challenged, which could cause significant disruption to our business.

We have entered into leases with various enterprises and individuals for our office space, warehouse, training centers and other purposes. Some of our leases have deficiencies. As of the date of this prospectus, in respect of our lease for Shanghai Zhenhua Enterprise Square, with an aggregate of approximately 6,376 square meters, the registered uses for such building and its underlying land do not include use by an industrial or commercial company like ours. Therefore, the lease of such a property to us shall be subject to approval by the competent government authorities and may be subject to payment of premium fees to the government by the lessor. We cannot ensure that the lessor has completed all or any of the necessary formalities with the relevant governmental authorities.

In respect of our lease for Shanghai Shangbo Park with an aggregate of approximately 4,289 square meters, and Fenghua Park with an aggregate of approximately 1,604 square meters, the temporary lease is longer than two years, in violation of relevant land reservation regulation, which subjects us to the risk of lease termination and relocation.

In addition, we have not registered any of our lease agreements with relevant PRC governmental authorities as required by PRC law, and although failure to do so does not in itself invalidate the leases, we may not be able to defend these leases against bona fide third parties.

As of the date of this prospectus, we are not aware of any actions, claims or investigations being contemplated by government authorities with respect to the defects in our leased real properties or any challenges by third parties to our use of these properties. However, if third parties who purport to be property owners or beneficiaries of the mortgaged properties challenge our right to lease these properties, we may not be able to protect our leasehold interest and may be ordered to vacate the affected premises, which could in turn materially and adversely affect our business and operating results.

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The approval of relevant government authorities may be required in connection with this offering under PRC law, and if required, we cannot assure you that we will be able to obtain such approval.

On August 8, 2006, six PRC regulatory agencies, including the MOFCOM, the State Assets Supervision and Administration Commission, or SASAC, the SAT, State Administration for Industry and Commerce, or the SAIC, the China Securities Regulatory Commission, or CSRC, and the SAFE, jointly adopted the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors , or the M&A Rules, which became effective on September 8, 2006, and were amended on June 22, 2009 by MOFCOM. The M&A Rules, among other things, purport to require offshore special purpose vehicles that are controlled directly or indirectly by PRC companies or individuals and that have been formed for the purpose of seeking a public listing of the interest in PRC companies on an overseas stock exchange through acquisitions to obtain CSRC approval prior to publicly listing their securities on an overseas stock exchange. On September 21, 2006, the CSRC clarified the procedures and required materials regarding its approval of overseas listings by special purpose vehicles. However, substantial uncertainty remains as to the scope and applicability of the M&A Rules to offshore special purpose vehicles. The interpretation and application of the regulations remain unclear, and this offering may ultimately require approval from CSRC, and if it does, it is uncertain how long it will take us to obtain the approval. If CSRC approval is required for this offering, our failure to obtain or delay in obtaining CSRC approval for this offering would subject us to sanctions imposed by CSRC and other PRC regulatory agencies, which could include fines and penalties on our operations in China, restrictions or limitations on our ability to pay dividends outside of China, and other forms of sanctions that may materially and adversely affect our business, results of operations and financial condition.

Our PRC legal advisor has advised us that, based on its understanding of the current PRC laws and regulations, prior approval from the MOFCOM is not required under the M&A Rules for our Hong Kong subsidiaries to acquire our domestic entities through Qian Zhong Su, its wholly foreign owned entity, given that none of Mr. Wenbin Chen, Mr. Ming Yan and Ms. Ningfeng Chen is considered as a domestic natural person for the purposes of the M&A Rules as they had obtained Hong Kong identity cards and documents of identity for visa purposes or Canadian citizenship prior to the establishment of the offshore companies. Our PRC legal advisor also advised us that we will not be required to submit an application to CSRC for the approval of this offering because (i) CSRC currently has not issued any definitive rule or interpretation concerning whether offerings like ours under this prospectus are subject to this regulation, and (ii) as Mr. Wenbin Chen and Mr. Ming Yan had obtained Hong Kong identity cards and documents of identity for visa purposes and Ms. Ningfeng Chen had obtained a Canadian passport when they established the Company, the Company will not be determined to be an offshore special purpose vehicle directly or indirectly controlled by a domestic company or a natural person under the M&A Rules, and it is not aware of any public record indicating that any of the issuers having similar offshore and onshore corporate structures and already listed on an offshore stock exchange has been required by CSRC to procure the approval of CSRC prior to its listing.

However, our PRC legal advisor further advised us that since there has been no official interpretation or clarification of the M&A Rules, there remains some uncertainty as to how the M&A Rules will be interpreted or implemented in the context of an overseas offering and the opinions summarized above are subject to any new laws and regulations or further implementations and interpretations of competent government authorities in any form relating to the M&A Rules. Further, we cannot assure you that PRC government authorities, including the CSRC, will reach the same conclusion as our PRC legal advisor. If the CSRC or other PRC government authorities determine that prior CSRC approval is required, any future registered offering will be delayed until we obtain the approval from the CSRC. If prior approval from the CSRC is required but not obtained, we may face regulatory actions or other sanctions from the CSRC or other PRC regulatory authorities.

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The audit report included in this prospectus is prepared by an auditor that is not inspected by the Public Company Accounting Oversight Board and, as such, you are deprived of the benefits of such inspection.

Auditors of companies that are registered with the United States Securities and Exchange Commission, and traded publicly in the United States, including our independent registered public accounting firm, must be registered with the Public Company Accounting Oversight Board, or the PCAOB, and are required by the laws of the United States to undergo regular inspections by the PCAOB to assess their compliance with the laws of the United States and professional standards. Because we have substantial operations within the PRC and the PCAOB is currently unable to conduct inspections of the work of our auditors as it relates to those operations without the approval of the Chinese authorities, our auditor's work related to our operations in China is not currently inspected by the PCAOB.

This lack of PCAOB inspections of audit work performed in China prevents the PCAOB from regularly evaluating audit work of any auditors that was performed in China, including that performed by our independent registered public accounting firm. As a result, investors may be deprived of the full benefits of PCAOB inspections.

The inability of the PCAOB to conduct inspections of audit work performed in China makes it more difficult to evaluate the effectiveness of our auditor's audit procedures as compared to auditors in other jurisdictions that are subject to PCAOB inspections on all of their work. Investors may lose confidence in our reported financial information and procedures and the quality of our financial statements.

Risks Related to this Offering and Our ADSs

An active trading market for our shares or our ADSs may not develop and the trading price for our ADSs may fluctuate significantly.

We have applied to list our ADSs on the NASDAQ. Prior to the completion of this offering, there has been no public market for our ADSs or our ordinary shares underlying the ADSs, and we cannot assure you that a liquid public market for our ADSs will develop. If an active public market for our ADSs does not develop following the completion of this offering, the market price and liquidity of our ADSs may be materially and adversely affected. Even if an active public market for our ordinary shares or ADSs develops, we cannot assure you that it will continue. The initial public offering price for our ADSs will be determined by negotiations between us and the underwriters based upon several factors, and we can provide no assurance that the trading price of our ADSs after this offering will not decline below the initial public offering price. As a result, investors in our securities may experience a significant decrease in the value of their ADSs.

The trading prices of our ADSs are likely to be volatile, which could result in substantial losses to investors.

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 similarly situated companies that have listed their securities in the United States in recent years. 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 these companies' securities after their offerings may affect the attitudes of investors toward such companies listed in the United States, which consequently may affect the trading performance of our ADSs, regardless of our actual operating performance. In addition, 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 United States and other jurisdictions.

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In addition to market and industry factors, the price and trading volume for our ADSs may be highly volatile for factors specific to our own operations, including the following:

Any of these factors may result in large and sudden changes in the volume and price at which our ADSs will trade.

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 financial condition and results of operations.

We may grant employee share options and other share-based awards in the future. We will recognize share-based compensation expenses in our combined and consolidated statements of comprehensive income and other comprehensive income in accordance with U.S. GAAP. Any additional grant of employee share options and other share-based awards in the future may have a material adverse effect on our results of operations.

We have adopted and may adopt employee share option plans for the purpose of granting share-based compensation awards to our employees, officers and directors to incentivize their performance and align their interests with ours. As of the date of this prospectus,                restricted share units and options to purchase                 ordinary shares are issued and outstanding under the Amended and Restated 2013 and 2014 Share Scheme and the Pre-IPO RSU Scheme. As a result, we incurred share-based compensation of RMB7.0 million in 2014 and RMB31.0 million (US$4.8 million) in 2015. For more information on these share incentive plans, see "Management — Share Incentive Plans." We also plan to grant a maximum of 50,000,000 options to our management and key employees upon the completion of this offering, at an exercise price per share equal to the initial public offering price of our ADSs adjusted to reflect the ADS-to-ordinary share ratio, which will vest in three equal installments upon the first, second and third anniversary of the completion of this offering. As a result of these grants and potential future grants, we expect to continue to incur significant share-based compensation expenses in the future. The amount of these expenses is based on the fair value of the share-based awards. We account for compensation costs for all share options using a fair-value-based method and recognize expenses in our combined and consolidated statements of comprehensive income and other comprehensive income in accordance with U.S. GAAP. The

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expenses associated with share-based compensation will decrease our profitability, perhaps materially, and the additional awards issued under share-based compensation plans will dilute the ownership interests of our shareholders, including holders of our ADSs. However, if we limit the scope of our share-based compensation plan, we may not be able to attract or retain key personnel who expect to be compensated by share-based awards.

We are an emerging growth company within the meaning of the Securities Act 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 the Sarbanes-Oxley Act 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. However, we have elected to "opt out" of this provision and, as a result, we will comply with new or revised accounting standards as required when they are adopted for public companies. This decision to opt out of the extended transition period under the JOBS Act is irrevocable.

We cannot predict if investors will find our ADSs less attractive because we may rely on these exemptions. If some investors find our ADSs less attractive as a result, there may be a less active trading market for our ADSs and our ADS price may be more volatile.

We will incur increased costs as a result of being a public company, particularly after we cease to qualify as an "emerging growth company."

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 NASDAQ, 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. After 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 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.

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The sale or availability for sale, or perceived sale or availability for sale, of substantial amounts of our ADSs could adversely affect their market price.

Sales of substantial amounts of our ADSs in the public market after the completion of this offering, or the perception that these sales could occur, could adversely affect the market price of our ADSs and could materially impair our ability to raise capital through equity offerings in the future. There will be                              ADSs (equivalent to                              ordinary shares) outstanding immediately after this offering, or                              ADSs (equivalent to                              ordinary shares) if the underwriters exercise their options to purchase additional ADSs in full. The ADSs sold in this offering will be freely tradable without restriction or further registration under the Securities Act of 1933, as amended, or the Securities Act, and shares held by our existing shareholders may also be sold in the public market in the future subject to the restrictions in Rule 144 and Rule 701 under the Securities Act and the applicable lock-up agreements. In connection with this offering, we and our officers, directors and all of our shareholders have agreed, and we have agreed to cause all our option holders, not to sell any shares or ADSs for 180 days after the date of this prospectus without the prior written consent of the underwriters. However, the underwriters may release the securities subject to lock-up agreements from the lock-up restrictions at any time, subject to applicable regulations of the Financial Industry Regulatory Authority, Inc. In addition, ordinary shares subject to our outstanding options as of the closing of this offering will become eligible for sale in the public market to the extent permitted by the provisions of various vesting agreements, the lock-up agreements and Rule 144 and Rule 701 under the Securities Act. We may also issue additional options in the future that may be exercised for additional ordinary shares. We cannot predict what effect, if any, market sales of securities held by our significant shareholders or any other shareholder or the availability of these securities for future sale will have on the market price of our ADSs. See "Underwriting" and "Shares Eligible for Future Sale" for a more detailed description of the restrictions on selling our securities after this offering.

If the initial public offering price is substantially higher than the pro forma net tangible book value per share, you will experience immediate and substantial 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. Without taking into account any other changes in such net tangible book value after December 31, 2015, other than to give effect to our issuance and sale of                             ADSs in this offering and our issuance and sale of                              ordinary shares to MeMeStar Limited in connection with the Concurrent Private Placement, at an assumed initial public offering price of US$                             per ADS, the mid-point of the estimated public offering price range set forth on the cover page of this prospectus, and after deduction of underwriting discounts and commissions and estimated offering expenses payable by us (assuming the over-allotment option is not exercised), new investors in ADSs in this offering would be diluted by US$                             , or                             %. This number is determined by subtracting net tangible book value per ordinary share, after giving effect to the net proceeds we will receive from this offering and the Concurrent Private Placement, from the assumed initial public offering price of US$                             per ordinary share, which is the mid-point of the estimated initial public offering price range per ADS set forth on the front cover of this prospectus adjusted to reflect the ADS-to-ordinary share ratio, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. See "Dilution" for a more complete description of how the value of your investment in our ADSs will be diluted upon the completion of this offering.

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 registered under Cayman Islands law.

We are an exempted company limited by shares incorporated under the laws of the Cayman Islands. Our corporate affairs are governed by our memorandum and articles of association, the Companies Law of the

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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 responsibilities 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 responsibilities 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 United States. In particular, the Cayman Islands has a less developed body of securities laws than the United States. 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 United States.

Shareholders of Cayman Islands exempted companies like ours 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 have discretion under our existing articles of association 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 motion or to solicit proxies from other shareholders in connection with a proxy contest.

Certain corporate governance practices in the Cayman Islands differ significantly from requirements for companies incorporated in other jurisdictions such as the United States. Currently, we do not plan to rely on home country practice with respect to any corporate governance matter. However, if we choose to follow home country practice in the future, our shareholders may be afforded less protection than they otherwise would have under rules and regulations applicable to U.S. domestic issuers.

As a result of all of the above, 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 have as public shareholders of a company incorporated in the United States. For a discussion of significant differences between the provisions of the Companies Law of the Cayman Islands and the laws applicable to companies incorporated in the United States and their shareholders, see "Description of Share Capital — Differences in Corporate Law."

You may not be able to participate in rights offerings and may experience dilution of your holdings as a result.

We may from time to time distribute rights to our shareholders, including rights to acquire our securities. Under the deposit agreement for the ADSs, the depositary will not offer those rights to ADS holders 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 with respect to all holders of ADSs. We are under no obligation to file a registration statement with respect to any such rights or underlying securities or to endeavor to cause such a registration statement to be declared effective. In addition, we may not be able to take advantage of any exemptions from registration under the Securities Act. Accordingly, holders of the ADSs may be unable to participate in our rights offerings and may experience dilution in their holdings as a result.

Judgments obtained against us by our shareholders may not be enforceable in our home jurisdiction.

We are a Cayman Islands company and a substantial majority of our assets are located outside of the United States. A significant percentage of our current operations are conducted in China. In addition, a significant majority of our current directors and officers are nationals and residents of countries other than the United States. As a result, it may be difficult or impossible for you to bring an action against us or

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against these individuals in the United States in the event that you believe that your rights have been infringed under the United States federal securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands, China and other jurisdictions where we operate may render you unable to enforce a judgment against our assets or the assets of our directors and officers.

There are uncertainties as to whether Cayman Islands courts would:

There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will under certain circumstances recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits.

The depositary for our ADSs will give us a discretionary proxy to vote our ordinary shares underlying your ADSs if you do not vote at shareholders' meetings, except under limited circumstances, which could adversely affect your interests.

Under the deposit agreement for the ADSs, if you do not give instructions for voting the ordinary shares underlying your ADSs, the depositary will give us a discretionary proxy to vote those ordinary shares at the shareholders' meeting unless:

The effect of this discretionary proxy is that you cannot prevent our ordinary shares underlying your ADSs from being voted at the shareholder meeting, except under the circumstances described above. This may make it more difficult for shareholders to influence the management of our company. Holders of our ordinary shares are not subject to this discretionary proxy.

If we do not pay dividends in the future, you must rely on price appreciation of our ADSs for return on your investment.

We do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our ADSs as a source for any future dividend income.

Our board of directors may from time to time declare dividends or authorize other distributions to our shareholders. 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 subsidiary, 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.

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You may not receive dividends or other distributions on our ordinary shares and you may not receive any value for them, if it is illegal or impractical to make them available to you.

To the extent that we decide to pay a dividend or make other distributions in the future, the depositary of our ADSs has agreed to pay to you such cash dividends or other distributions it or the custodian receives on ordinary shares or other deposited securities underlying our ADSs, 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 is not responsible if it decides that it is unlawful or impractical to make a distribution available to any holders of ADSs. For example, it would be unlawful to make a distribution to a holder of ADSs if it consists of securities that require registration under the Securities Act but that are not properly registered or distributed under an applicable exemption from registration. The depositary may also determine that it is not feasible to distribute certain property through the mail. Additionally, the value of certain distributions may be less than the cost of mailing them. In these cases, the depositary may determine not to distribute such property. We have no obligation to register under U.S. securities laws any ADSs, ordinary shares, rights or other securities received through such distributions. We also have no obligation to take any other action to permit the distribution of ADSs, ordinary shares, rights or anything else to holders of ADSs. This means that you may not receive distributions we make on our ordinary shares or any value for them if it is illegal or impractical for us to make them available to you. These restrictions may cause a material decline in the value of our ADSs.

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 books at any time or from time to time when it deems expedient in connection with the performance of its duties. The depositary may close its books from time to time for a number of reasons, including in connection with corporate events such as a rights offering, during which time the depositary needs to maintain an exact number of ADS holders on its books for a specified period. The depositary may also close its books in emergencies, and on weekends and public holidays in the United States. The depositary may refuse to deliver, transfer or register the transfers of our ADSs generally when our share register or the books of the depositary are closed, or at any time if we or the depositary think that it is 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 in accordance with the terms of the deposit agreement. As a result, you may be unable to transfer your ADSs when you wish to.

Our management will have considerable discretion as to the use of the net proceeds from this offer and you may not agree with our management on these uses.

We intend to use the net proceeds of this offering for brand promotion and targeted marketing, developing new businesses, enhancing IT infrastructure, supplementing working capital and general corporate purposes. However, our management will have considerable discretion in the application of the net proceeds received by us. You will not have the opportunity, as part of your investment decision, to assess whether proceeds are being used appropriately. You must rely on the judgment of our management regarding the application of the net proceeds of this offering. The net proceeds may be used for corporate purposes that do not improve our efforts to maintain profitability or increase our share price. The net proceeds from this offering may be placed in investments that do not produce income or that lose value.

Our existing shareholders may exert substantial influence over us and may not act in the best interests of our independent shareholders.

Immediately upon the completion of this offering (without taking into account any shares which may be issued upon the exercise of the over-allotment option), our existing shareholders, including Mr. Wenbin Chen, Mr. Ming Yan and Ms. Ningfeng Chen, will own, in the aggregate, approximately                             % of our issued shares. Although such arrangement will be terminated upon our listing, the three founders will be

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in a position to exert significant influence over the affairs of our company and will be able to influence the outcome of any ordinary shareholders' resolutions, irrespective of how other shareholders vote. The interests of these three shareholders may not necessarily be aligned with the interests of our shareholders as a whole, and this concentration of ownership may also have the effect of delaying, deferring or preventing a change in control of our company.

There can be no assurance that the company will not be a passive foreign investment company, or a PFIC, for U.S. federal income tax purposes for any taxable year, which could result in adverse U.S. federal income tax consequences to U.S. Holders (as defined in "Taxation") of ADSs or ordinary shares.

In general, a non-U.S. corporation will be a PFIC for any taxable year in which (i) 75% or more of its gross income consists of passive income or (ii) 50% or more of the average quarterly value of its assets consists of assets that produce, or are held for the production of, passive income. For purposes of the above calculations, a non-U.S. corporation that directly or indirectly owns at least 25% by value of the shares of another corporation is treated as if it held its proportionate share of the assets of the other corporation and received directly its proportionate share of the income of the other corporation. Passive income generally includes interest, rents, dividends, royalties and net gains from transactions relating to commodities (other than certain active business income, including gains derived by certain dealers in property).

Based upon the manner in which we currently operate our business, the present composition of our income and assets (including the expected proceeds from this offering) and the estimated value of our assets, including goodwill, which is based on the expected price of our ADSs in this offering, we do not expect to be a PFIC for our current taxable year or in the foreseeable future. However, our PFIC status is a factual determination that is made on an annual basis. Because our PFIC status for any taxable year will depend on the manner in which we operate our business (including the manner and extent to which we hedge our positions with customers) and on the composition of our income and assets and the value of our assets from time to time (the value of which may be determined, in part, by reference to the market price of our ADSs, which is likely to fluctuate significantly), there can be no assurance that we will not be a PFIC for any taxable year.

See "Taxation — United States Federal Income Tax — Passive Foreign Investment Company Rules" for more information. Potential U.S. investors are urged to consult their tax advisers regarding the determination of whether we are a PFIC for any taxable year and the potential application of the PFIC rules.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA

This prospectus contains forward-looking statements that are based on our management's beliefs and assumptions and on information currently available to us. All statements other than statements of historical facts are forward-looking statements. The forward-looking statements are contained principally in, but not limited to, the sections entitled "Prospectus Summary," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business." These statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements include, but are not limited to, statements about:

In some cases, you can identify forward-looking statements by terms such as "may," "could," "will," "should," "would," "expect," "plan," "intend," "anticipate," "believe," "estimate," "predict," "potential," "project" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under the heading "Risk Factors" and elsewhere in this prospectus. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance.

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. Although we will become a public company after this offering and have ongoing disclosure obligations under United States federal securities laws, we do not intend to update or otherwise revise the forward-looking statements in this prospectus, whether as a result of new information, future events or otherwise.

This prospectus contains estimates and information concerning our industry, 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 Euromonitor, the National Bureau of Statistics of China and other sources. This information involves a number of assumptions and limitations, and you are cautioned not to place undue reliance on these forward-looking statements. Research by Euromonitor is prepared primarily as a market research tool and should not be considered as the opinion of Euromonitor as to the value of any security or the advisability of investing in our company. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, which could cause actual results to differ materially from those expressed in these publications and reports.

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USE OF PROCEEDS

Based upon an assumed initial offering price of US$                             per ADS (the mid-point of the estimated public offering price range shown on the front cover of this prospectus), we estimate that we will receive net proceeds from this offering of approximately US$                              million if the over-allotment option is not exercised, and US$                              million if the over-allotment option is exercised, after deducting underwriting discounts and commissions and the estimated offering expenses payable by us. 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$                             million, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. In addition, we expect to receive net proceeds of approximately US$10 million from the Concurrent Private Placement.

The primary purposes of this offering are to create a public market for our shares for the benefit of all shareholders, retain and attract talented employees by providing them with equity incentives and obtain additional capital. We plan to use the net proceeds of this offering and the Concurrent Private Placement as follows:

The foregoing represents our current intentions with respect of the use and allocation of the net proceeds of this offering and the Concurrent Private Placement based upon our present plans and business conditions, but our management will have significant flexibility and discretion in applying the net proceeds of this offering and the Concurrent Private Placement. The occurrence of unforeseen events or changed business conditions may result in application of the net proceeds of this offering and the Concurrent Private Placement in a manner other than as described in this prospectus. You must rely on the judgment of our management as to the use of the net proceeds from this offering and the Concurrent Private Placement, and such use may not produce income or increase our ADS price.

In utilizing the proceeds from this offering and the Concurrent Private Placement, we are permitted under PRC laws and regulations to provide funding to our PRC subsidiaries only through loans or capital contributions, and only if we satisfy the applicable government registration and approval requirements. We cannot assure you that we will be able to meet these requirements on a timely basis, if at all. See "Risk factors — Risks related to our corporate structure — PRC regulation of loans and direct investment by offshore holding companies to PRC entities may delay or prevent us from using proceeds we receive from this offering and the Concurrent Private Placement to make loans or additional capital contributions to our PRC subsidiaries."

Pending any use described above, we plan to invest our net proceeds in short-term interest-bearing, debt instruments or demand deposits.

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DIVIDEND POLICY

Our company has not declared or paid any dividends to its ordinary shareholders since its incorporation in the Cayman Islands on November 4, 2015. However, our wholly owned PRC subsidiaries, prior to the reorganization completed on November 18, 2015, have paid significant dividends to our founders or companies controlled by our founders, including RMB100.0 million in 2014 and RMB705.0 million (US$108.8 million) in 2015. Going forward, we intend to pay dividends of an amount that is no less than 40% of our company's consolidated net profit to our ordinary shareholders. However, the timing, amount and form of future dividends, 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.

Our board of directors may from time to time declare dividends or authorize other distributions to our shareholders. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our directors. Under Cayman Islands law, a Cayman Islands company may pay a dividend on its shares out of either profit or share premium amount, provided that under no circumstances may a dividend be paid if this would result in the company being unable to pay its debts due in the ordinary course of business.

If we pay any dividends, our ADS holders will be entitled to such dividends to the same extent as holders of our 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 ordinary shares, if any, will be paid in U.S. dollars.

We are a holding company with no material operations of our own. As a result, we rely on dividends paid by our subsidiary in China for our cash needs, including the funds necessary to pay dividends and other cash distributions to our shareholders, service any debt we may incur and pay our expenses. PRC regulations may restrict the ability of our PRC subsidiaries to pay dividends to us. Under PRC law, each of our affiliates in China is required to set aside at least 10% of its accumulated after-tax profits each year, if any, to fund a statutory reserve until such reserve reached 50% of its registered capital, and to further set aside a portion of its after-tax profits to fund the discretionary fund at the discretion of the shareholders of our affiliates. Although the statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation of the companies. See "Risk Factors — Risks Related to Our Corporate Structure — We principally rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us, or the tax implications of making payments to us, could have a material adverse effect on our ability to conduct our business or our financial condition." In addition, if our existing subsidiaries or any newly formed subsidiaries incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us.

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CAPITALIZATION

The following table sets forth our total capitalization as of December 31, 2015:

You should read this table, together with our combined and consolidated financial statements, the related notes included elsewhere in this prospectus and the information under "Management's Discussion and Analysis of Financial Condition and Results of Operations."


 
  As of December 31, 2015  
 
  Actual   As adjusted (1)  
(in thousands)
  RMB   US$   RMB   US$  

Equity:

                         

Ordinary shares (US$0.00001 par value per share; 3,000,000,000 shares authorized; issued and outstanding 1,000,000,000 shares as of December 31, 2015)

    65     10              

Paid-in capital

                     

Additional paid-in capital (2)

    257,098     39,689              

Retained earnings

    105,193     16,239              

Accumulated other comprehensive income

    1,241     192              

Total shareholders' equity (2)

    363,597     56,130              

Total capitalization (2)

    363,597     56,130              

(1)
As adjusted information discussed above is illustrative only. Our paid-in capital, additional paid-in capital, retained earnings, total shareholders' equity and total capitalization following the completion of this offering are subject to adjustment based on the actual initial public offering price and other terms of this offering determined at pricing.

(2)
Assuming that the number of ADSs offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us, an increase (decrease) in the assumed initial public offering price of US$                             per ADS would increase (decrease) each of additional paid-in capital, total shareholders' equity and total capitalization by RMB                              million (US$                              million).

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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 assumed initial public offering price per ordinary share is substantially in excess of the net tangible book value per ordinary share attributable to the existing shareholders for our presently outstanding ordinary shares.

Our net tangible book value as of December 31, 2015 was RMB                million (US$                              million), or RMB                (US$                             ) per ordinary share and US$                             per ADS. Net tangible book value represents the amount of our total consolidated tangible assets, less the amount of our total consolidated liabilities. Dilution is determined by subtracting the pro forma net tangible book value per ordinary share, after giving effect to (i) our issuance and sale of                             ADSs in this offering, at an assumed initial public offering price of US$                             per ADS, which is the midpoint of the estimated initial public offering price range set forth on the front cover page 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, and (ii) the issuance and sale of                              ordinary shares in the Concurrent Private Placement at an assumed initial public offering price of US$                             per ADS, the midpoint of the estimated initial public offering price range set forth on the front cover page of this prospectus.

Without taking into account any other changes in net tangible book value after December 31, 2015, other than to give effect to (i) our sale of the ADSs offered in this offering, at an assumed initial public offering price of US$                             per ADS, the midpoint of the estimated range of the initial public offering price, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us and assuming no exercise of the underwriters' option to purchase additional ADSs, and (ii) the issuance and sale of                              ordinary shares in the Concurrent Private Placement, at an assumed initial public offering price of US$                             per ADS, the midpoint of the estimated initial public offering price range set forth on the front cover page of this prospectus. our pro forma net tangible book value as of December 31, 2015 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
Ordinary Share
  Per ADS  

Assumed initial public offering price

  US$     US$    

Net tangible book value as of December 31, 2015

  US$     US$    

Pro forma net tangible book value

  US$     US$    

Increase in pro forma net tangible book value

  US$     US$    

Dilution in net tangible book value to new investors in this offering

  US$     US$    

A US$1.00 increase (decrease) in the assumed public offering price of US$                             per ADS 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 ADSs offered by us as set forth on the cover page of this prospectus, and after deducting underwriting discounts and commissions and other offering expenses. The pro forma information

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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 following table summarizes on the pro forma as adjusted basis described above as of December 31, 2015, the differences between existing shareholders 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/ADS paid before deducting estimated underwriting discounts and commissions and the estimated offering expenses. The total number of ordinary shares does not include ordinary shares underlying the ADSs issuable upon the exercise of the over-allotment option granted to the underwriters.


 
  Ordinary
Shares
Purchased
   
   
   
   
 
 
  Total Consideration    
   
 
 
  Average Price
Per Ordinary
Shares
  Average
Price Per
ADS
 
 
  Number   Percent   Amount   Percent  

Existing shareholder

            % US$         % US$     US$    

New investors

            % US$         % US$     US$    

Total

          100 % US$       100 %            

(1)
Assumes an initial public offering price of US$                             per ADS, the midpoint of the estimated range of the initial public offering price.

A US$1.00 increase (decrease) in the assumed public offering price of US$                             per ADS would increase (decrease) total consideration paid by new investors, total consideration paid by all shareholders, average price per ordinary share and average price per ADS paid by all shareholders by US$                              million, US$                              million, US$                             and US$                             , respectively, assuming the sale of                             ADSs at US$                             , the mid-point of the range set forth on the cover page of this prospectus, and after deducting underwriting discounts and commissions and other offering expenses payable by us.

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 preceding discussion and tables:

The discussion and tables above also assume no exercise of any outstanding stock options as of the date of this prospectus. As of the date of this prospectus, there were                             ordinary shares issuable upon exercise of outstanding stock options at a weighted average exercise price of US$                             per ordinary share.

We plan to grant a maximum of 50,000,000 options to our management and key employees upon the completion of this offering, at an exercise price per share equal to the initial public offering price of our ADSs adjusted to reflect the ADS-to-ordinary share ratio, which will vest in three equal installments upon the first, second and third anniversary of the completion of this offering. To the extent that these options, or any of our previously granted options, are exercised, there will be further dilution to new investors.

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EXCHANGE RATE INFORMATION

We conduct substantially all of our operations in China. All of our revenue, costs and expenses are denominated in RMB. This prospectus contains translations of certain RMB amounts into U.S. dollars at specified rates. Unless otherwise stated, all translation of financial data has been made at RMB6.4778 to US$1.00, the noon buying rate in effect on December 31, 2015, as set forth in the H.10 Statistical Release of the Federal Reserve Board. We make no representation that any RMB or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or RMB, as the case may be, at any particular rate, the rates stated below, or at all. The PRC government imposes controls over its foreign currency reserves in part through direct regulation of the conversion of RMB into foreign exchange and through restrictions on foreign trade. On March 25, 2016, the noon buying rate was RMB6.5131 to US$1.00.

The following table sets forth information concerning the rates of exchange of US$1.00 into RMB for the periods indicated. These rates are provided solely for your convenience and are not necessarily the exchange rates that we used in this prospectus or will use in the preparation of our periodic reports or any other information to be provided to you.


 
  Noon Buying Rate  
Period
  Period End   Average (1)   Low   High  
 
  (RMB per US$1.00)
 

2011

    6.2939     6.4475     6.6364     6.2939  

2012

    6.2301     6.2990     6.3879     6.2221  

2013

    6.0537     6.1412     6.2438     6.0537  

2014

    6.2046     6.1704     6.2591     6.0402  

2015

                         

August

    6.3760     6.3383     6.4122     6.2086  

September

    6.3556     6.3676     6.3836     6.3544  

October

    6.3180     6.3505     6.3591     6.3180  

November

    6.3883     6.3640     6.3945     6.3180  

December

    6.4778     6.4491     6.4896     6.3883  

2016

                         

January

    6.5752     6.5726     6.5932     6.5219  

February

    6.5525     6.5501     6.5795     6.5154  

March (through March 25, 2016)

    6.5131     6.5072     6.5500     6.4682  

(1)
Annual averages are calculated from month-end rates. Monthly averages are calculated using the average of the daily rates during the relevant period.

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ENFORCEABILITY OF CIVIL LIABILITIES

We are incorporated in the Cayman Islands to take advantage of certain benefits associated with being a Cayman Islands exempted company, such as political and economic stability; an effective judicial system; a favorable tax system; the absence of exchange control or currency restrictions; and the availability of professional and support services. However, certain disadvantages accompany incorporation in the Cayman Islands. These disadvantages include, but are not limited to: the Cayman Islands has a less developed body of securities laws as compared to that of the United States and these securities laws provide significantly less protection to investors; and the potential lack of standing by Cayman Islands companies to sue before the federal courts of the United States.

Our organizational documents do not contain provisions requiring that disputes, including those arising under the securities laws of the United States, between us, our officers, directors and shareholders, be subject to arbitration.

All of our operations are conducted outside the United States, and substantially all of our assets are located outside the United States. A majority of our directors and officers are nationals or residents of jurisdictions other than the United States and 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 on us or those persons in the United States or to enforce in the United States judgments obtained in United States courts against us or those persons based on the civil liability or other provisions of the United States securities laws or other laws.

We have appointed Law Debenture Corporate Services Inc., as our agent upon whom process may be served in any action brought against us under the securities laws of the United States.

Walkers, our counsel as to Cayman Islands law, has advised us that there is uncertainty as to whether the courts of the Cayman Islands would:

Walkers has further advised us that although there is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of the United States (and the Cayman Islands are not a party to any treaties for the reciprocal enforcement or recognition of such judgments), a judgment obtained in such jurisdiction will be recognized 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 that such judgment: (a) is one in respect of which the foreign court had jurisdiction over the defendant according to Cayman Islands conflicts of laws rules; (b) is either for a liquidated sum not in respect of penalties or taxes or a fine or similar fiscal or revenue obligations or, in certain circumstances, for in personam non-money relief; (c) is final and conclusive; (d) and was not obtained in a manner and is not of a kind the enforcement of which is contrary to 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. Our shareholders can, under certain circumstances, originate actions against us. See "Description of Share Capital — Differences in Corporate Law — Shareholders' Suits."

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We have been advised by King & Wood Mallesons, our PRC counsel, that there is uncertainty as to whether the courts of the PRC would enforce judgments of United States courts or Cayman courts obtained against us or these persons predicated upon the civil liability provisions of the United States federal and state securities laws. Our PRC counsel has further advised us that PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between the PRC and the jurisdiction where the judgment is made or on reciprocity arrangements between jurisdictions. If there are no treaties or reciprocity arrangements between the PRC and a foreign jurisdiction where a judgment is rendered, according to the PRC Civil Procedures Law, matters relating to the recognition and enforcement of the foreign judgment in the PRC may be resolved through diplomatic channels. The PRC does not have any treaties or other arrangements with the United States or the Cayman Islands that provide for the reciprocal recognition and enforcement of foreign civil 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 generally difficult to enforce in the PRC a judgment rendered by a U.S. or Cayman Islands court.

In addition, although U.S. shareholders may be able to originate actions against us in China in accordance with PRC law, it will be difficult for U.S. shareholders to do so, because we are incorporated under the laws of the Cayman Islands and it is difficult for U.S. shareholders, by virtue only of holding our ADSs or ordinary shares, to establish a connection to the PRC for a PRC court to have subject matter jurisdiction as required by the PRC Civil Procedures Law. U.S. shareholders may be able to originate actions against us in the Cayman Islands based upon Cayman Islands law. However, we do not have any substantial assets other than certain corporate documents and records in the Cayman Islands and it may be difficult for a shareholder to enforce a judgment obtained in a Cayman Islands court in China, where substantially all of our operations are conducted.

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HISTORY AND CORPORATE STRUCTURE

Our History

We established Rong Jin Hui Yin on May 18, 2011 and commenced operation in July 2011. Rong Jin Hui Yin focuses on providing commodity trading and other related services. Jin Xiang Yin Rui, another major subsidiary of ours, was incorporated in the PRC by our founders on October 24, 2012 and commenced operation on the Guangdong Precious Metals Exchange in August 2013. Its primary focus is to provide commodity trading and other related services on the Guangdong Precious Metals Exchange. We also established a number of other subsidiaries in the PRC to provide technical and other support for our online spot commodity trading business, and to sell software application and provide supporting services to related parties and third parties.

In 2013 and 2014, we completed a series of restructuring to consolidate Rong Jin Hui Yin, Jin Xiang Yin Rui and various other PRC subsidiaries as wholly owned PRC subsidiaries of Win Yin Financial and Information Service Company Limited, or Win Yin Financial, a company incorporated in the Cayman Islands by our founders. Mr. Wenbin Chen, Mr. Ming Yan and Ms. Ningfeng Chen, through their respective wholly owned holding companies, held 40%, 30% and 30% of the equity interest in Win Yin Financial, respectively.

Our company, Yintech, was incorporated on November 4, 2015 in the Cayman Islands. Yintech acquired all of the ordinary shares of Yintech Enterprise from Win Yin Financial on November 6, 2015 at par value. As a result, Qian Zhong Su, Yintech Enterprise's wholly owned PRC subsidiary, became Yintech's wholly owned subsidiary. In November 2015, Qian Zhong Su initiated a series of transactions to acquire from our ultimate shareholders, Rong Jin Hui Yin, Jin Xiang Yin, Rui, Yin Tian Xia Technology, and their subsidiaries, as its wholly owned PRC subsidiaries. The acquisitions were completed on November 18, 2015. On November 16, 2015, Qian Zhong Su acquired from third parties Sheng Ding, which commenced operation on the Guangdong Precious Metals Exchange in October 2015, to further expand our business on that exchange.

In November and December 2015, we established Jin Dou and Jin Yi to carry out business on the Shanghai Gold Exchange. We established a PRC subsidiary, Zu Ding, in January 2016, to manage our advertising activities. In March 2016, we acquired 70% equity interest in Da Xiang, which will serve as a platform for our mini-account business. We have also established additional BVI and Hong Kong subsidiaries under Yintech as shown in the chart below for future business activities.

Our Corporate Structure

The following diagram illustrates our corporate structure, the places of incorporation and the ownership interests of our subsidiaries as of the date of this prospectus.

GRAPHIC

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SELECTED COMBINED AND CONSOLIDATED FINANCIAL AND OPERATING DATA

As Yintech is a holding company with no substantial operation, these financial statements were prepared as predecessor financial statements by combining and consolidating all of the operating entities which were subsequently transferred to Yintech in connection with the reorganization that was completed on November 18, 2015. Prior to and following the reorganization, the operating entities are subject to identical ultimate ownership and we presented the combined and consolidated financial statements of the operating entities in a manner similar to pooling of interests. We present below our selected combined and consolidated financial and operating data for the periods indicated. The following selected combined and consolidated statements of comprehensive income data for the years ended December 31, 2013, 2014 and 2015 and the selected combined and consolidated balance sheet data as of December 31, 2014 and 2015 have been derived from our audited combined and consolidated financial statements included elsewhere in this prospectus.

The selected combined and consolidated financial and operating data should be read in conjunction with our combined and consolidated financial statements and related notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this prospectus. The combined and consolidated financial statements are prepared and presented in accordance with U.S. GAAP. Our historical results are not necessarily indicative of our results for any future periods.

Combined and Consolidated Statements of Comprehensive Income Data


 
  For the Year Ended December 31,  
 
  2013   2014   2015  
(in thousands, except per share data)
  RMB   RMB   RMB   US$  
 
  Combined
  Combined
  Combined and
Consolidated

  Combined and
Consolidated
(unaudited)

 

Revenues

                         

Commissions and fees, net

    413,258     860,819     990,698     152,937  

Trading gains/(losses), net

    214,861     268,850     166,428     25,692  

Interest and investment income

    365     445     4,443     686  

Other revenues

    1,436     27,693     84,305     13,014  

Total revenues

    629,920     1,157,807     1,245,874     192,329  

Expenses

                         

Employee compensation and benefits

    (82,876 )   (214,431 )   (388,168 )   (59,923 )

Advertising and promotion

    (256,092 )   (285,732 )   (221,859 )   (34,249 )

Research services from a related party

    (106,050 )            

Information technology and communications

    (11,603 )   (21,238 )   (32,803 )   (5,064 )

Occupancy and equipment rental

    (21,377 )   (39,487 )   (41,950 )   (6,476 )

Taxes and surcharges

    (5,200 )   (18,884 )   (21,711 )   (3,352 )

Other expenses

    (34,569 )   (58,688 )   (54,164 )   (8,361 )

Total expenses

    (517,767 )   (638,460 )   (760,655 )   (117,425 )

Income before income taxes

    112,153     519,347     485,219     74,904  

Income taxes

    (5,321 )   (37,390 )   (82,204 )   (12,690 )

Net income

    106,832     481,957     403,015     62,214  

Earnings per share (1)

                         

Basic

    0.11     0.48     0.40     0.06  

Diluted

    0.11     0.48     0.38     0.06  

(1)
Basic and diluted earnings per share for the years ended December 31, 2013, 2014 and 2015, for which the basic average number of common shares are based on the 1,000,000,000 common shares issued by our company upon the consummation of the reorganization on November 18, 2015, as if those shares were issued as of the earliest date presented.

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Combined and Consolidated Balance Sheet Data


 
  As of December 31,  
 
  2014   2015  
(in thousands)
  RMB   RMB   US$  
 
  Combined
  Consolidated
  Consolidated
(unaudited)

 

Assets

                   

Cash

   
83,534
   
362,461
   
55,954
 

Derivative assets

        445     69  

Available-for-sale investments

    354,000     75,670     11,681  

Deposits with clearing organizations

    234,869     239,904     37,035  

Amount due from related parties

    8,800          

Equipment and leasehold improvements

    23,652     18,315     2,827  

Deferred tax assets

    1,794     3,782     584  

Other assets

    56,609     79,180     12,223  

Total assets

    763,258     779,757     120,373  

Liabilities and Shareholders' Equity

                   

Derivative liabilities

   
   
14,336
   
2,213
 

Amount due to related parties

        118,880     18,352  

Income tax payable

    26,582     23,385     3,610  

Accounts payable

    23,156     3,645     563  

Accrued employee benefits

    48,530     76,503     11,810  

Dividend payable

        126,876     19,586  

Other liabilities

    51,804     52,535     8,109  

Total liabilities

    150,072     416,160     64,243  

Shareholders' Equity

                   

Ordinary shares, USD 0.00001 par value.

                   

Authorized 3,000,000,000 shares; issued and outstanding 1,000,000,000 shares as of December 31, 2015

        65     10  

Paid-in capital

    125,000          

Additional paid-in capital

    7,560     257,098     39,689  

Retained earnings

    480,626     105,193     16,239  

Accumulated other comprehensive income

        1,241     192  

Total shareholders' equity

    613,186     363,597     56,130  

Total liabilities and shareholders' equity

    763,258     779,757     120,373  

Non-GAAP Financial Measures

To supplement our combined and consolidated financial statements which are presented in accordance with U.S. GAAP, we use adjusted revenues, adjusted net income and adjusted net income margin as additional non-GAAP financial measures. We present these non-GAAP financial measures because they are used by our management to evaluate our core operating performance. We also believe that these non-GAAP financial measures provide useful information to investors and others in understanding and evaluating our combined and consolidated results of operations in the same manner as our management and in comparing financial results across accounting periods.

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Adjusted revenues represent revenues that excludes (i) amounts paid to related parties under our historical risk sharing agreements, as mentioned in "Related Party Transactions — Transactions with Certain Directors, Shareholders and Affiliates and Key Management Personnel," (ii) net trading gains and losses resulting from our principal positions under spot commodity contracts when we serve as counterparty to our customers' trades on the Tianjin Precious Metals Exchange and the Guangdong Precious Metals Exchange, and (iii) the amounts we paid or received under the risk and return transfer arrangement with a third party fund. Our management focuses on our core business that generates commissions and had historically adopted different hedging strategies to reduce our exposure to market risks. In 2015, we entered into a risk and return transfer arrangement with a third party fund, pursuant to which any gains and losses resulting from our principal positions on these two exchanges are transferred to such fund. The arrangement took effect on August 23, 2015 and as long as it remains in force, our net trading gains or losses on spot commodity contracts will be offset by the amounts we pay or receive under the risk and return transfer arrangement. If such arrangements were in place since 2013, we would not have generated any net gains or losses from spot commodity contracts, and would not have entered into risk sharing agreements with related parties. Therefore, our management believes that by eliminating the effects of these items, the adjusted revenues fairly present the historical performance of our core business operation and are more comparable to our future performance.

Adjusted net income represents net income that excludes (i) amounts paid to related parties under our historical risk sharing agreements, (ii) net trading gains and losses resulting from our principal positions when we serve as counterparty to our customers' trades on the Tianjin Precious Metals Exchange and the Guangdong Precious Metals Exchange, and (iii) the amounts we paid or received under the risk and return transfer arrangement, and adds back (iv) change of tax to reflect the accurate tax burden due to adjustment of revenues.

Adjusted net income margin reflects the ratio of adjusted net income as a percentage of adjusted revenues. Our management believes this margin fairly presents the historical performance of our core business operation and is more comparable to our future performance.

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We compensate for these limitations by reconciling the non-GAAP financial measures to the nearest U.S. GAAP performance measure, all of which should be considered when evaluating our performance. The following table reconciles our adjusted revenues and adjusted net income in the years presented to the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.


 
  For the Year Ended December 31,  
 
  2013   2014   2015  
(in thousands, except percentages)
  RMB   RMB   RMB   US$  

Non-GAAP Calculation

                         

Revenues

    629,920     1,157,807     1,245,874     192,329  

Amount shared with related parties (1)

    244,305              

Net trading gains on spot commodity contracts (2)

    (342,445 )   (263,649 )   (166,015 )   (25,628 )

Risk and return transfer arrangement (3)

            9,301     1,436  

Adjusted revenues

    531,780     894,158     1,089,160     168,137  

Net income

   
106,832
   
481,957
   
403,015
   
62,214
 

Amount shared with related parties (1)

    244,305              

Net trading gains on spot commodity contracts (2)

    (342,445 )   (263,649 )   (166,015 )   (25,628 )

Risk and return transfer arrangement (3)

            9,301     1,436  

Change of tax (4)

    24,535     65,912     39,179     6,048  

Adjusted net income

    33,227     284,220     285,480     44,070  

Adjusted net income margin (5)

    6.2 %   31.8 %   26.2 %   26.2 %

(1)
The amount of spread fees and net trading gains on spot commodity contracts that were shared under our historical risk sharing agreements.

(2)
The amount of net trading gains are from our principal positions as a result of serving as counterparty to our customers' spot commodity contracts on the Tianjin Precious Metals Exchange and the Guangdong Precious Metals Exchange.

(3)
The amounts we pay or receive under the risk and return transfer arrangement with the third party fund. ln 2015, we entered into a risk and return transfer arrangement with a third party fund, pursuant to which all our trading gains and losses on these two exchanges are transferred to such fund. The arrangement took effect on August 23, 2015 and as long as it remains in force, our net trading gains or losses on spot commodity contracts will be offset by the amount we pay or receive under the risk and return transfer arrangement.

(4)
Change of tax is calculated as the sum of amount shared with related parties and trading gains on spot commodity contracts and risk and return transfer arrangement, times the applicable tax rate of 25% for that particular subsidiary.

(5)
Adjusted net income margin is adjusted net income divided by adjusted revenues.

In light of the foregoing limitations for these non-GAAP financial measures, when assessing our operating and financial performance, you should not consider adjusted revenues, adjusted net income or adjusted net income margin in isolation or as a substitute for our operating or financial performance measures that are calculated in accordance with U.S. GAAP. In addition, because these non-GAAP measures may not be calculated in the same manner by all companies, it may not be comparable to other similar titled measures used by other companies.

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Summary Operating Data

The following table presents our summary operating data for the periods indicated:


 
  As of December 31,  
 
  2013   2014   2015  

Tradable Accounts (1)

    19,649     33,903     50,598  


(1)
Tradable accounts refer to accounts that have been activated and have remained tradable as of the end of the period.

 


 
  For the Year Ended December 31,  
 
  2013   2014   2015  

Active Accounts (1)

    14,335     20,330     24,453  
               

 

 

RMB

 

RMB

 

RMB

 

US$

 

Customer Trading Volume (in millions)

   
373,789
   
623,414
   
659,709
   
101,842
 


(1)
Active accounts refer to tradable accounts that have executed at least one trade during the period.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

You should read the following discussion of our financial condition and results of operations in conjunction with the combined and consolidated financial statements and the notes to those statements included elsewhere in this prospectus. The discussion in this prospectus contains forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. The cautionary statements made in this prospectus should be read as applying to all related forward-looking statements wherever they appear in this prospectus. Our actual results could differ materially from those discussed here. Factors that could cause or contribute to these differences include those discussed in "Risk Factors," as well as those discussed elsewhere. See "Risk Factors" and "Special Note Regarding Forward-looking Statements."

Overview

We are the largest online provider of spot commodity trading services in China by customer trading volume in both 2014 and 2015, according to Euromonitor. We currently facilitate the trading by individual customers of silver, gold and other precious metals and commodities on three leading exchanges, namely the Shanghai Gold Exchange, the Tianjin Precious Metals Exchange and the Guangdong Precious Metals Exchange, which were the three largest exchanges for online spot commodity trading in China in terms of trading volume in 2015, respectively. We were the largest service provider by customer trading volume on the Tianjin Precious Metals Exchange from 2012 to 2015, and the largest service provider on the Guangdong Precious Metals Exchange in the fourth quarter of 2015. We commenced our operation on the Shanghai Gold Exchange in November 2015 and our customer trading volume has been growing rapidly since then.

We focus on premier customers and generally require each customer to deposit at least RMB100,000 (US$15,437) for account activation. Based on our experience, the total invested amount of a customer is often significantly higher. We believe this strategy helps us focus our resources on providing better services and build a base of customers with greater sophistication and risk tolerance, who are more suited to leveraged spot commodity trading. The growing customer base has contributed to the significant growth of our customer trading volume. As of December 31, 2015, there were more than 50,000 customers who had opened and activated accounts with us, among which more than 24,000 had executed trades with an aggregate customer trading volume of RMB659.7 billion (US$101.8 billion) for the year ended December 31, 2015.

We provide our customers with comprehensive services, including account opening, investor education, market information, research, live discussion boards and real-time customer support. Most services are delivered online through our proprietary client software and call center and we do not operate physical branches. Our client software provides not only market information and analysis, but also interactive functions including live discussion boards and instant messaging with customer service representatives, which we believe enhance our customers' engagement. Internally, we collect and analyze customer behavior and communication data from our client software, customer relationship management system and the exchanges, which allow us to better understand, attract and serve our customers.

We strive to minimize conflicts of interest with our customers, which we believe is essential for our long-term success. Under the trading rules of the three exchanges we operate on, we do not set, quote or influence the trading prices, and cannot access our customers' money. On the Tianjin Precious Metals Exchange and the Guangdong Precious Metals Exchange, we are required to serve as counterparty to our customers' trades. We entered into a risk and return transfer arrangement in 2015 to pass the risks and returns associated with such principal positions to a third party fund, which means we do not gain from our

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customers' losses or lose from their gains. On the Shanghai Gold Exchange, we serve as an agent and do not hold principal positions.

We have achieved substantial growth since our commencement of operation in July 2011. Our revenues increased significantly from RMB629.9 million in 2013 to RMB1,157.8 million in 2014, and further to RMB1,245.9 million (US$192.3 million) in 2015. We recorded net income of RMB106.8 million, RMB482.0 million and RMB403.0 million (US$62.2 million) in 2013, 2014 and 2015, respectively.

Key Components of Results of Operations

Revenues

Our revenues consist of net commissions and fees, net trading gains and losses, interest and investment income and other revenues. Other revenues primarily consist of revenue from sales of application services, sales of silver products, awards from the exchanges and government grants and others.

Net Commissions and Fees

Net Commissions and fees are the largest component of our revenues and represented 65.6%, 74.3% and 79.5% of our total revenues for the years ended December 31, 2013, 2014 and 2015, respectively. The components of our net commissions and fees are set out below:

Spread fees:     Spread fees are set by the exchanges as the differences between customers' buying and selling prices quoted by the exchanges, expressed either as a fixed amount per weight unit or a fixed percentage of the notional transaction value. We earn spread fees either at the opening or closing of a position.

Net trading commissions:     The standard trading commission rate is set by the relevant exchange and generally ranges from 0.03% to 0.05% of the notional transaction value and charged at the opening and closing of a position. We offer rebates on trading commissions to certain customers on an individual basis based on expected trading volume and equity level of each individual customer. Our net trading commissions are net of such rebates.

Net overnight fees:     Overnight fees are generated from customers who hold a long or short position overnight to the next trading day. The standard overnight fee rate is set by the exchanges and generally ranges from 0.01% to 0.02% of the notional value of the position. We offer rebates on overnight fees to certain customers based on expected trading volume and equity level of each individual customer. Our net overnight fees are net of such rebates.

We earn trading commissions, spread fees and overnight fees from our operation on the Tianjin Precious Metals Exchange and the Guangdong Precious Metals Exchange, which are settled on a daily basis. We earn trading commissions from our operation on the Shanghai Gold Exchange, which are settled on a monthly basis.

Our net commissions and fees largely depend on our customers' trading volume, which is the aggregate notional value of their transactions. Our customers' trading volume is directly influenced by the demand for spot commodity trading by individual investors, which is affected by the general social and economic conditions in the PRC, as well as individual investors' preference on the choice of investment products. In addition, customers' trading activities are to some extent influenced by the trading price volatility of the relevant commodities. The periods of increased fluctuations of commodity trading prices often coincide with higher levels of trading volumes by our customers.

Our net commissions and fees are also affected by the effective fee rate, which is our net commissions and fees divided by the total customer trading volume for the period indicated. A higher effective fee rate would generate more net commissions and fees for us, when the customer trading volume is constant. Our

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effective fee rate is primarily influenced by the standard fee rates for trading commissions, spread fees and overnight fees stipulated by the exchanges we operate on, as well as the rebates we offer to our customers.

The following table sets forth the breakdown of our customer trading volume, active accounts net commissions and fees and effective fee rate by commodity exchange for the periods indicated.


 
  For the Year Ended December 31,  
 
  2013   2014   2015  
(except active accounts and effective fee rate)   RMB   RMB   RMB   US$  

Customer trading volume (in million)

                         

Tianjin Precious Metals Exchange

    367,969     563,737     412,591     63,693  

Guangdong Precious Metals Exchange

    5,820     59,677     244,433     37,734  

Shanghai Gold Exchange

            2,685     414  

Total

    373,789     623,414     659,709     101,842  

Active Accounts

   
 
   
 
   
 
   
 
 

Tianjin Precious Metals Exchange

    13,700     17,339     15,679  

Guangdong Precious Metals Exchange

    635     2,991       8,405  

Shanghai Gold Exchange

                  369  
               

Total

    14,335     20,330     24,453  
               

Commissions and fees, net (in thousands)

   
 
   
 
   
 
   
 
 

Tianjin Precious Metals Exchange

    520,656     773,483     659,034     101,737  

Guangdong Precious Metals Exchange

    8,849     87,335     330,764     51,061  

Shanghai Gold Exchange

            900     139  

Net of spread fees shared with related parties (discontinued) (1)

    (116,247 )            

Total

    413,258     860,818     990,698     152,937  

Effective fee rate

   
 
   
 
   
 
   
 
 

Tianjin Precious Metals Exchange (2)

    0.141 %   0.137 %   0.160 %      

Guangdong Precious Metals Exchange (2)

    0.152 %   0.146 %   0.135 %      

Shanghai Gold Exchange

            0.034 %      

Average effective fee rate (3)

    0.142 %   0.138 %   0.150 %      

(1)
Represents the amount shared with related parties pursuant to the risk sharing agreements in 2013.

(2)
Represents the net commissions and fees (without deducting the spread fees shared with related parties) as a percentage of the customer trading volume on this exchange.

(3)
Represents the net commissions and fees (without deducting the spread fees shared with related parties) as a percentage of the total customer trading volume of the three exchanges. For purposes of this prospectus, "average effective fee rate" mentioned elsewhere in this prospectus refers to the average effective fee rates appear in the above table.

As we gradually diversify our business, our active accounts and total customer trading volume on the Guangdong Precious Metals Exchange and the Shanghai Gold Exchange have grown substantially. On the Tianjin Precious Metals Exchange and the Guangdong Precious Metals Exchange, we act as counterparty to our customers' trades as required by the exchanges' trading rules, which enables us to earn spread fees and overnight fees, in addition to trading commissions. We act as an agent on the Shanghai Gold Exchange and earn trading commissions only. Although our trading commission rate on the Shanghai Gold Exchange is similar to that on the other two exchanges, the absence of spread fees and overnight fees means that our overall effective fee rate on the Shanghai Gold Exchange is significantly lower than on the other two exchanges.

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Net Trading Gains/(Losses)

We recorded net trading gains, representing 34.1%, 23.2% and 13.4% of our revenues for the years ended December 31, 2013, 2014 and 2015, respectively. The following table sets forth the breakdown of our net trading gains for the periods indicated:


 
  For the Year Ended December 31,  
 
  2013   2014   2015  
(in thousands)
  RMB   RMB   RMB   US$  
 
   
   
   
  (unaudited)
 

Spot commodity contracts

    342,445     263,649     166,015     25,628  

Risk sharing contracts with related parties

    (128,058 )            

Risk and return transfer arrangement

            (9,301 )   (1,436 )

Commodity futures contracts

    67     1,532     753     116  

Trading of physical commodities

    38     804     771     119  

Available-for-sale investments

    369     2,865     8,190     1,265  

Total

    214,861     268,850     166,428     25,692  

Our net trading gains from spot commodity contracts represent the gains from (i) our principal positions as a result of serving as counterparty to our customers' trades and (ii) our hedging position with special members of the exchanges in the relevant periods. Prior to November 2013, we shared a portion of such gains and losses with related parties as a means to reduce our exposure to market risks. From November 2013 to August 22, 2015, we hedged our principal positions by entering into spot commodity contracts with special members of the exchanges when certain thresholds were triggered. Commencing on August 23, 2015, our gains and losses arising from exchange-traded spot commodity contracts with customers are transferred to, and absorbed by a third party fund pursuant to our risk and return transfer arrangement. Amounts transferred to or from the fund are recorded under the line item risk and return transfer arrangement, which offset against our net trading gains and losses. As long as the risk and return transfer arrangement remains in force, our net trading gains or losses on spot commodity contracts will be offset by the amount we pay or receive under the risk and return transfer agreement.

Our net trading gains from commodity futures contracts represent the net gains from hedging, through the Shanghai Futures Exchange, of (i) our principal positions of spot commodity contracts and (ii) market risks associated with our physical sales of commodities, mostly raw silver. As long as the risk and return transfer arrangement remains in force, we will not hedge our principal positions of spot commodity contracts through the Shanghai Futures Exchange. However, we will continue to hedge the market risks associated with physical trading of commodities. We expect gains or losses from such hedging transactions will roughly offset the losses or gains from our trading of physical commodities, and the combined gains or losses of the two transactions will be non-substantial.

We also generate realized gains or losses from the sale of available-for-sale investments, most of which are from wealth management products issued by banks.

Interest and Investment Income

Our interest and investment income consists of interest income from our cash deposits and available-for-sale investments, most of which are money market funds. As of December 31, 2014 and 2015, our cash deposits and money market funds totaled RMB181.5 million and RMB362.5 million (US$56.0 million), respectively.

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Other Revenues

Our other revenues include revenue from sales of application services and sales of silver products, awards from the exchanges, government grants and others. The following table sets forth the breakdown of other revenues for the periods indicated:


 
  For the Year Ended December 31,  
 
  2013   2014   2015  
(in thousands)
  RMB   RMB   RMB   US$  
 
   
   
   
  (unaudited)
 

Sales of application services

    778     19,249     8,122     1,254  

Sales of silver products

    626     2,202     2,494     385  

Awards from the exchanges

            38,005     5,867  

Government grants and others

    32     6,242     35,684     5,508  

Total

    1,436     27,693     84,305     13,014  

Sales of application services consist of the sales of a license subscription bundled with customer support service during the license period. In 2014, we had an increase in sales of application services. However, we expect revenue from the sales of application services to be non-substantial in the future. The sales of silver products include sales of silver accessories, decorations and other products. Awards from the exchanges are cash awards we received from the Tianjin Precious Metals Exchange and the Guangdong Precious Metals Exchange for our contribution to the exchanges' overall trading volume, which began in 2015 and are determined based on negotiations between the exchanges and us. Government grants and others primarily include government subsidies we receive from Tianjin and other non-recurring non-operating income.

Expenses

The following table sets forth the breakdown of our expenses for the periods indicated:


 
  For the Year Ended December 31,  
 
  2013   2014   2015  
(in thousands)
  RMB   RMB   RMB   US$  
 
   
   
   
  (unaudited)
 

Employee compensation and benefits

    (82,876 )   (214,431 )   (388,168 )   (59,923 )

Advertising and promotion

    (256,092 )   (285,732 )   (221,859 )   (34,249 )

Research services from a related party

    (106,050 )            

Information technology and communications

    (11,603 )   (21,238 )   (32,803 )   (5,064 )

Occupancy and equipment rental

    (21,377 )   (39,487 )   (41,950 )   (6,476 )

Taxes and surcharges

    (5,200 )   (18,884 )   (21,711 )   (3,352 )

Other expenses

    (34,569 )   (58,688 )   (54,164 )   (8,361 )

Total

    (517,767 )   (638,460 )   (760,655 )   (117,425 )

Employee Compensation and Benefits

Employee compensation and benefits include (i) salaries, wages, bonuses and other benefits, (ii) training and employee activities expenses, (iii) contributions to defined employee contribution plans, and (iv) share-based compensation expenses for our employees. Employee compensation and benefits represented 13.2%, 18.5% and 31.2% of our revenues for the years ended December 31, 2013, 2014 and 2015, respectively.

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Advertising and Promotion

Our advertising and promotion expenses consist of advertising expenses and sales agent expenses.

Our advertising expenses represent expenses for placing advertisements on television, radio and newspaper, as well as on Internet websites, search engines and application stores. Our advertising expenses represented 19.8%, 15.5% and 17.8% of our revenues for the years ended December 31, 2013, 2014 and 2015, respectively. Our advertising costs increased generally due to the growth of our business scale.

Our sales agent expenses relate to fees that we paid to external sales agent companies for their customer development services from 2013 to the end of June 2014 to develop our operations on the Tianjin Precious Metals Exchange. Since we decided to develop customers through our in-house sales team, we ceased cooperation with sales agent companies and will no longer incur such expenses in the future. Our sales agent expenses represent 20.8%, 9.1% and 0% of our revenues for the years ended December 31, 2013, 2014 and 2015, respectively.

The following table sets forth the breakdown of our advertising and sales agent expenses for the periods indicated:


 
  For the Year Ended December 31,  
 
  2013   2014   2015  
(in thousands)
  RMB   RMB   RMB   US$  
 
   
   
   
  (unaudited)
 

Advertising expenses

    124,776     179,914     221,859     34,249  

Sales agent expenses

    131,316     105,818          

Total

    256,092     285,732     221,859     34,249  

Research Services from a Related Party

From January to November 2013, we paid service fees to a research company related to us for the research and other services it provided to us. For more detailed information of the arrangement, please see "Related Party Transactions — Transactions with Certain Directors, Shareholders and Affiliates and Key management Personnel." We terminated such research agreement in 2013 and moved the research function in house. We have not incurred such expenses since then and will no longer incur such expenses in the future.

Information Technology and Communications

Our information technology and communication expenses are primarily related to the expenses we paid for telecommunication network, servers and bandwidth, as well as data center services for hosting our servers.

Occupancy and Equipment Rental

Our occupancy and equipment rental fees are primarily office rental fees and server rental fees.

Taxes and Surcharges

Taxes and surcharges consist primarily of business tax and surcharges on business tax and VAT.

Other Expenses

Our other expenses consist of other miscellaneous expenses, which include consultant fees, travel and meeting expenses and other expenses.

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Income Tax

Cayman Islands

We are incorporated in the Cayman Islands. Under the current laws of the Cayman Islands, we are not subject to income or capital gains tax. In addition, dividend payments are not subject to withholding tax in the Cayman Islands.

Hong Kong

Our wholly owned Hong Kong subsidiaries are subject to Hong Kong profit tax on their activities conducted in Hong Kong. Dividends from our Hong Kong subsidiaries to us are exempt from Hong Kong withholding tax.

PRC

In March 2007, the PRC government enacted the EIT Law, and promulgated the related regulation Implementation Regulations for the PRC Enterprise Income Tax Law. The law and regulation came into effect on January 1, 2008. The EIT Law applies a uniform EIT rate of 25% on all domestic enterprises and foreign-invested enterprises and defines new tax incentives for qualifying entities.

As of the date of this prospectus, one of our subsidiaries, Yin Tian Xia Technology, was granted the "certified software enterprise and registered software products" qualification in 2013 and is eligible for an income tax exemption for the first two years from the year in which it starts making profit and is entitled to a 50% reduction of income tax for the third year to the fifth year, rendering its actual income tax rate 0% in 2013 and 2014 and 12.5% from 2015 to 2017. Our other PRC subsidiaries are subject to an income tax rate of 25%.

In addition, the EIT Law treats enterprises established outside of China that have " de facto management bodies" located in China as a PRC resident enterprise for tax purposes. A " de facto management body" is defined as a management body that has material and overall management and control over the manufacturing and business operations, personnel and human resources, finances and treasury, and acquisition and disposition of properties and other assets of an enterprise. We currently do not believe that we or our Hong Kong subsidiaries are PRC resident enterprises but there is no assurance in this regard. If we are considered a "PRC resident enterprise" for PRC tax purposes, we would be subject to the PRC enterprise income tax on our global income. See "Risk Factors — Risks Related to Doing Business in China — We may be deemed to be a PRC resident enterprise under the EIT Law and be subject to PRC tax on our worldwide income, which may significantly increase our income tax expenses and materially decrease our profitability or otherwise adversely affect the value of your investment" and "Risk Factors — Risks Related to Doing Business in China — You may be subject to PRC income tax on dividends from us or on any gain realized on the transfer of our ADSs."

Pursuant to the EIT law and its implementation rules, dividends paid to non-PRC resident enterprise investors that are considered PRC-source are subject to a 10% withholding tax. Under the Arrangement between Mainland China and the Hong Kong Special Administrative Region on the Avoidance of Double Taxation and Prevention of Fiscal Evasion on Income, a qualified Hong Kong tax resident which is determined by the competent PRC tax authority to have satisfied relevant requirements under the Arrangement between Mainland China and the Hong Kong Special Administrative Region on the Avoidance of Double Taxation and Prevention of Fiscal Evasion on Income and other applicable PRC laws is entitled to a reduced withholding tax rate of 5%.

Critical Accounting Policies 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

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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 combined and 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 description of critical accounting policies, judgments and estimates should be read in conjunction with our combined and consolidated financial statements and other disclosures included in this prospectus.

Revenue Recognition

Revenue is recognized when all of the following conditions are met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable and collectability is reasonably assured. These criteria as they relate to each of the following major revenue generating activities are described below.

(i) Commissions and Fees

Commissions and fees from trading business are recorded on a trade-date basis. We earn trading commissions, spread fees and overnight fees from our operation on the Tianjin Precious Metals Exchange and the Guangdong Precious Metals Exchange, which are settled on a daily basis. We earn trading commissions from our operation on the Shanghai Gold Exchange, which are settled on a monthly basis. Cash rebates on trading commissions and overnight fees offered by us to our customers are recorded as a reduction of revenue.

(ii) Trading Gains/(Losses)

Trading gains/(losses) consist of realized and unrealized gains and losses from exchange-traded spot commodity contracts and commodity futures contracts, the realized gains from trading of physical commodities, and realized gains and losses from the sale of available-for-sale investments, all presented on a net basis. Changes in fair value in relation to spot commodity contract are recorded in trading gains/losses, net on a daily basis as disclosed in the accounting policy of derivative financial instruments. Trading gains/(losses) on physical commodities are recognized when title passes and measured by the difference between the acquisition cost of the commodity and the cash received or receivable.

(iii) Interest and Investment Income

Interest income is recognized at the effective interest rate. Investment income is recognized when earned.

(iv) Other Revenues

Other revenues primarily consist of net income from sales of application services, sales of silver products, awards from the exchanges and government grants and others.

Sales of application services mainly comprise of the sale of a license subscription bundled with customer support service during the license period. Revenue from the sale of application services is recognized ratably over the term of the subscription which is generally 1 year. During the period of the arrangement, the customer does not have the contractual right to take possession of the software at any time.

Sales of silver products are recognized when goods are delivered at the customers' premises which are taken to be the point in time when the customer has accepted the goods and the related risks and rewards of ownership. Revenue excludes VAT.

Government grants are recognized when there is reasonable assurance that they will be received and that we will comply with the conditions attaching to them. Grants that compensate us for expenses incurred are deducted in reporting the related expenses on a systematic basis in the same periods in which the expenses are incurred.

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Awards from the exchanges are recognized when there is reasonable assurance that they will be received and amounts can be reasonably estimated.

Derivative Financial Instrument

We recognize all derivative instruments as either assets or liabilities in the balance sheet at their respective fair values.

In the normal course of business and as a comprehensive member of the exchanges, we enter into transactions in derivative financial instruments with customers. As a comprehensive member on the Tianjin Precious Metals Exchange and the Guangdong Precious Metals Exchange, we are required to serve as the counterparty of the customer trading of precious metals through exchange-traded spot commodity contracts. The two exchanges quote trading prices of the spot commodity contracts with reference to the prices from relevant international and domestic spot commodities markets. We do not apply hedge accounting, as all derivative financial instruments are held for trading purposes and therefore recorded at fair value with changes reflected in earnings. Contracts with customers are traded either as long or short positions and the notional amount and fair values of the contracts in a loss position are not offset against notional amount and the fair value of contracts in a gain position. Gains and losses (realized and unrealized) on all derivative financial instruments are shown as a component of trading gains/(losses), net.

In accordance with the exchanges' requirements, our customers must meet, at a minimum, the deposit requirements established by the exchanges at which the spot commodity contracts are traded. Therefore, exchange traded spot commodity contracts generally do not give rise to significant counterparty exposure due to the cash settlement procedures for daily market movements, or the variation margin, and the deposit requirements of the exchanges. The variation margin payments represent the daily settlement of the outstanding exposure of the derivative contract. Likewise, as the counterparty to the customer trades, we are also required to place deposits with custodian banks of the exchanges to meet the minimum deposit requirements. Such amount placed at banks to meet the deposit requirements is included in deposits with clearing organizations and restricted from withdrawal.

In 2013, 2014 and 2015, we entered into commodity futures contracts on the Shanghai Futures Exchange to manage our exposure on spot commodity contracts and physical trading of raw silver. Commodity futures contracts are recorded at fair value with changes reflected in earnings. Gains and losses from these contracts are recorded in trading gains/(losses), net. As at December 31, 2014 and 2015, we had no commodity futures contracts outstanding.

In 2013, we entered into risk sharing agreements with entities controlled by our founders. Under the risk sharing agreements, certain percentages of the spread fees are shared with these companies in compensation for them to take certain percentages of the trading gains or losses arising from exchange-traded spot commodity contracts with customers by us. The shared spread fees are recorded in commissions and fees, net. The shared trading gains and losses are recorded in trading gains/(losses), net.

In 2015, we entered into a risk and return transfer arrangement with a third party fund, pursuant to which our gains and losses arising from exchange-traded spot commodity contracts with customers are transferred to such fund. The gains and losses transferred are recorded in trading gains/(losses), net.

Available-for-sale Investments

We classify wealth management products issued by banks and money market funds issued by fund management companies as available-for-sale investments. Available-for-sale investments are recorded at fair value. Unrealized holding gains and losses, net of the related tax effect, on available-for-sale investments are excluded from earnings and are reported as a separate component of accumulated other comprehensive income until realized. Realized gains and losses from the sale of available-for-sale securities are determined on a specific-identification basis and are recorded as trading gains and losses. Interest and investment income are recognized when earned.

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Income Tax

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided to reduce the carrying amount of deferred income tax assets if it is considered more likely than not that some portion or all of the deferred income tax assets will not be realized. We recognize the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. We elect to accrue any interest or penalties related to an underpayment of income taxes as part of its income tax expense.

Share-based Compensation

Win Yin Financial granted stock options and restricted share units on its shares to its employees pursuant to its 2013 Share Option Scheme, 2014 Share Option Scheme and Pre-IPO Restricted Share Unit Scheme, or the Share Incentive Plans. Pursuant to the group reorganization completed on November 18, 2015, our Company became the holding company of the group and the majority of the operating PRC subsidiaries under Win Yin Financial became our wholly owned PRC subsidiaries. In connection with the reorganization, we assumed the Share Incentive Plans from Win Yin Financial and adopted the Share Incentive Plans. We issued stock options and RSUs to our employees to replace the stock options and RSUs issued by Win Yin Financial. The terms and conditions of the stock options and RSUs with respect to vesting and exercisability remain the same.

We apply ASC 718 to account for our employee share-based payments. In accordance with ASC 718, we determine whether an award should be classified and accounted for as a liability award or equity award. All grants of share-based awards to employees classified as equity awards are recognized in the financial statements based on their fair value on the grant dates. We have elected to recognize compensation expense using a straight-line method for all employee equity awards granted with graded vesting based on service conditions provided that the amount of compensation cost recognized at any date is at least equal to the portion of the grant-date value of the equity awards that are vested at that date. 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 are reversed. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in the subsequent period if actual forfeitures differ from initial estimates.

Forfeiture rates are estimated based on historical and future expectations of employee turnover rates and are adjusted to reflect future changes in circumstances and facts, if any. Share-based compensation expense is recorded net of estimated forfeitures such that expense is recorded only for those share-based awards that are expected to vest. To the extent we revise these estimates in the future, the share-based payments could be materially impacted in the period of revision, as well as in following periods. We, with the assistance of an independent third party valuation firm, determined the fair value of the stock options and RSUs granted to employees.

The fair value of options and RSUs granted to employees and nonemployees is determined based on a number of factors including valuations. In determining the fair value of our equity instruments, we referred to valuation reports prepared by an independent third-party appraisal firm, based on data we provided. The valuation reports provided us with guidelines in determining the fair value of the equity instruments, but we are ultimately responsible for the determination of all amounts related to share-based compensation recorded in the financial statements.

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The binomial option pricing model was applied in determining the estimated fair value of the options granted to employees. The Black-Scholes option pricing model was applied in determining the estimated fair value of the RSUs granted to employees. A change in any of the terms or conditions of the stock options or RSUs is accounted for as a modification of the plan. Incremental compensation cost is measured as the excess, if any, of the fair value of the modified option over the fair value of the original option or RSU immediately before its terms are modified, measured based on the fair value of the ordinary shares and other pertinent factors at the modification date. For vested stock options or RSUs, we recognize incremental compensation cost in the period the modification occurs. For unvested stock options or RSUs, we recognize over the remaining requisite service period, the sum of the incremental compensation cost and the remaining unrecognized compensation cost for the original award on the modification date. If the fair value of the modified option or RSU is lower than the fair value of the original option or RSU immediately before modification, the minimum compensation cost we recognize is the cost of the original award.

The following table presents the assumptions used to estimate the fair values of the share options and RSUs granted in the periods presented:


 
  Options
as of
December 3,
2013
  Options
as of
December 15,
2014
  RSUs
as of
January 15,
2015
  Options
as of
January 13,
2016
  RSUs
as of
January 13,
2016
 

Expected volatility

    40.45 %   39.53%     39.53%     46.75%-51.48%     46.75%-51.48%  

Option life

    6.25     6.97-8.97         5.97-7.97      

Expected dividends

                     

Risk-free interest rate

    1.46 %   1.41%-1.61%     1.41%-1.61%     1.69%-1.94%     1.69%-1.94%  

If any of the assumptions used in the binomial option pricing model or Black-Scholes option pricing model changes significantly, share-based compensation expense for future awards may differ materially compared with the awards granted previously.

The following table sets forth the options and RSUs granted under the share option plans from 2013 to the prospectus date:


 
  Type of
Awards
  Underlying
Ordinary Shares
of Awards
  Exercise Price   Fair Value of
Underlying
Ordinary Shares
 
 
   
   
  US$   US$  

Grant Date

                       

December 3, 2013

  Options     36,771,900     0.163     0.106  

December 15, 2014

  Options     46,524,100     0.163     0.325  

January 15, 2015

  RSUs     12,665,000         0.325  

January 13, 2016

  Options     13,741,271     0.163     0.406  

January 13, 2016

  RSUs     4,075,435         0.406  

We believe that the increase in the fair value of underlying ordinary shares for the period from US$0.106 per ordinary share as of December 3, 2013 to US$0.325 per ordinary shares as of December 15, 2014 and January 15, 2015 was primarily attributable to the following factors:

    §
    the significant increase of our net income from RMB106.8 million in 2013 to RMB482.0 million in 2014;

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    §
    the rapid growth of our business on the Guangdong Precious Metals Exchange in 2014, with an increase of trading volume from RMB5,820 million in 2013 to RMB59,677 million in 2014, making us a leading service provider of spot commodity trading on such exchange ever since; and

    §
    the continued growth of our business on the Tianjian Precious Metals Exchange in 2014, with an increase of trading volume from RMB367,969 million in 2013 to RMB563,737 million in 2014.

We believe that the increase in the fair value of ordinary shares for the period from US$0.325 per ordinary share as of December 15, 2014 to US$0.406 per ordinary share as of January 13, 2016 was primarily attributable to the following factors:

    §
    the growth of our total revenues from RMB1,157.8 million in 2014 to RMB1,245.9 million (US$192.3 million) in 2015 resulting from the general growth of our customer trading volume;

    §
    the revenues we generated on the Shanghai Gold Exchange on which we commenced operation in November 2015 and the estimated revenue growth on the exchange in 2016;

    §
    capital contribution of RMB254.3 million (US$39.3 million) from our shareholders in 2015;

    §
    and was partly offset by the dividend distribution in the amount of RMB705.0 million (US$108.8 million) in 2015.

Internal Control over Financial Reporting

Prior to this offering, we have been a private company with limited accounting personnel and other resources to address our internal control over financial reporting. In connection with the preparation and external audit of our combined and consolidated financial statements, we and our independent registered public accounting firm identified one material weakness and other control deficiencies in our internal control over financial reporting as of December 31, 2015. Neither we nor our independent registered public accounting firm undertook a comprehensive assessment of our internal control under the Sarbanes-Oxley Act for purposes of identifying and reporting any weakness or significant deficiency in our internal control over financial reporting, as they will be required to do once we become a public company and our independent registered public accounting firm will be required to do once we cease to be an emerging growth company. 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 control deficiencies may have been identified.

One material weakness identified relates to our lack of sufficient accounting personnel with appropriate knowledge of U.S. GAAP and SEC reporting requirements and failure to establish and clearly communicate acceptable policies regarding U.S. GAAP financial reporting, which contributed to inadequate controls in the application of accounting policies in the United States.

To address the material weakness and control deficiencies identified and to improve our internal control over financial reporting and disclosure controls, we have taken initiatives to implement and plan to implement further measures. We are in the process of hiring additional competent accounting staff with appropriate knowledge and experience of U.S. GAAP and SEC reporting requirements, and engage external advisors such as our independent registered public accounting firm to provide trainings on U.S. GAAP and SEC regulations for our accounting personnel. We will also develop and implement a full set of U.S. GAAP accounting policies and financial reporting procedures as well as related internal control policies, including implementing a comprehensive accounting manual to guide day-to-day accounting operations and reporting work. We expect to complete these measures as soon as practicable. We expect that we will incur significant costs in the implementation of such measures. However, the implementation of these measures may not fully address the deficiencies in our internal control over financial reporting. We are not able to estimate with reasonable certainty the costs that we will need to incur to implement these and other measures designed to improve our internal control over financial reporting.

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Results of Operations

The following table sets forth a summary of our combined and consolidated results of operations, both in absolute amounts and as a percentage of our net revenues for the periods indicated. This information should be read together with our combined and consolidated financial statements and related notes included elsewhere in this prospectus. The results of operations in any period are not necessarily indicative of the results that may be expected for any future period.


 
  For the Year Ended December 31,  
 
  2013   2014   2015  
(in thousands, except per share data)
  RMB   RMB   RMB   US$  
 
  Combined
  Combined
  Combined
and
Consolidated

  Combined
and
Consolidated
(unaudited)

 

Revenues

                         

Commissions and fees, net

    413,258     860,819     990,698     152,937  

Trading gains/(losses), net

    214,861     268,850     166,428     25,692  

Interest and investment income

    365     445     4,443     686  

Other revenues

    1,436     27,693     84,305     13,014  

Total revenues

    629,920     1,157,807     1,245,874     192,329  

Expenses

   
 
   
 
   
 
   
 
 

Employee compensation and benefits

    (82,876 )   (214,431 )   (388,168 )   (59,923 )

Advertising and promotion

    (256,092 )   (285,732 )   (221,859 )   (34,249 )

Research services from a related party

    (106,050 )            

Information technology and communications

    (11,603 )   (21,238 )   (32,803 )   (5,064 )

Occupancy and equipment rental

    (21,377 )   (39,487 )   (41,950 )   (6,476 )

Taxes and surcharges

    (5,200 )   (18,884 )   (21,711 )   (3,352 )

Other expenses

    (34,569 )   (58,688 )   (54,164 )   (8,361 )

Total expenses

    (517,767 )   (638,460 )   (760,655 )   (117,425 )

Income before income taxes

    112,153     519,347     485,219     74,904  

Income taxes

    (5,321 )   (37,390 )   (82,204 )   (12,690 )

Net income

    106,832     481,957     403,015     62,214  

Earnings per share (1)

   
 
   
 
   
 
   
 
 

Basic

    0.11     0.48     0.40     0.06  

Diluted

    0.11     0.48     0.38     0.06  

(1)
Basic and diluted earnings per share for the years ended December 31, 2013, 2014 and 2015, for which the basic average number of common shares are based on the 1,000,000,000 common shares issued by our company upon the consummation of the reorganization on November 18, 2015, as if those shares were issued as of the earliest date presented.

Year Ended December 31, 2015 Compared to Year Ended December 31, 2014

Revenues

Our revenues increased by 7.6% from RMB1,157.8 million in 2014 to RMB1,245.9 million (US$192.3 million) in 2015, primarily due to an increase in our net commissions and fees and other revenues.

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    Net Commissions and Fees

Our net commissions and fees increased by 15.1% from RMB860.8 million in 2014 to RMB990.7 million (US$152.9 million) in 2015, primarily due to the growth of our customer trading volume and increase in our average effective fee rate.

Our customer trading volume increased by 5.8% from RMB623.4 billion in 2014 to RMB659.7 billion (US$101.8 billion) in 2015, in line with our growing customer base and overall scale of operation. The relatively modest growth of our customer trading volume in 2015 was primarily due to challenging market conditions in the second half of 2015, including the sharp correction in A-share market from June to August 2015, which adversely affected investor's liquidity and confidence in trading.

Our average effective fee rate increased from 0.138% in 2014 to 0.150% in 2015. This was mainly due to the increase in spread fee rate in the same period from our operation on the Tianjin Precious Metals Exchange. The spread fee rate is calculated as the spread fee, which is the difference between the bid and offer prices, divided by the trading price. The daily average closing price of silver, the main commodity traded on that exchange, decreased by 16.6% from RMB3,768 per kilo in 2014 to RMB3,141 per kilo in 2015, while the spread fee set by the exchange remained at RMB8 per kilo, resulting in an increased spread fee rate.

    Net Trading Gains/(Losses)

Our net trading gains decreased by 38.1% from RMB268.9 million in 2014 to RMB166.4 million (US$25.7 million) in 2015. The net trading gains in 2014 included primarily the net realized gains from spot commodity contracts of RMB263.6 million, which was the result of our customers' trading activities and our corresponding hedging activities. Our net trading gains from January 1, 2015 to August 22, 2015 were RMB156.7 million from spot commodity contracts. Our net trading gains on spot commodity contracts from August 23, 2015 to December 31, 2015 were RMB9.3 million and were transferred to a third party fund pursuant to our risk and return transfer arrangement that took effect on August 23, 2015. As long as the risk and return transfer arrangement remains in force, we will not incur net gains or losses from spot commodity contracts, and we expect our net trading gains and losses in the future to be non-substantial.

    Interest and Investment Income

Our interest and investment income increased from RMB0.4 million in 2014 to RMB4.4 million (US$0.7 million) in 2015, primarily due to an increase in our available-for-sale investments that we held during the relevant period.

    Other Revenues

Our other revenues increased from RMB27.7 million in 2014 to RMB84.3 million (US$13.0 million) in 2015, primarily due to (i) awards of RMB38.0 million (US$5.9 million) from the Tianjin Precious Metals Exchange and the Guangdong Precious Metals Exchange for our contribution to the exchanges' overall trading volume in 2015, (ii) an increase in government grants of RMB35.7 million (US$5.5 million) due to increase in tax refund and government subsidies, and (iii) an increase in sales of silver products, which were partly offset by a decrease in sales of application services, due to a non-recurring sale transaction of our application services to a commodity trading service provider in 2014.

Expenses

Our expenses increased by 19.1% from RMB638.5 million in 2014 to RMB760.7 million (US$117.4 million) in 2015, primarily due to growth of our business.

    Employee Compensation and Benefits

Our employee compensation and benefits increased from RMB214.4 million in 2014 to RMB388.2 million (US$59.9 million) in 2015, due to increase in both share-based compensation and other compensation and benefits. Our share-based compensation increased from RMB7.0 million in 2014 to RMB31.0 million (US$4.8 million) in 2015, due to costs associated with RSUs issued in January 2015 and the increased recognized costs associated with options issued in December 2014. Our other employee compensation and benefits increased from RMB207.4 million in 2014 to RMB357.2 million (US$55.1 million) in 2015,

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largely resulting from the increase in our sales personnel when we hired approximately 800 employees from third party sales agent companies in July 2014, after we terminated customer development arrangements with such companies.

    Advertising and Promotion

Our advertising and promotion expenses consist of advertising expenses and sales agent expenses. Our advertising expenses increased by 23.3% from RMB180.0 million in 2014 to RMB221.9 million (US$34.2 million) in 2015 due to the growth of our business. Our sales agent expenses decreased from RMB105.8 million for 2014 to nil for 2015, due to the termination of arrangements with sales agent companies on Tianjin Precious Metals Exchange in June 2014.

    Information Technology and Communications

Our information technology and communication expenses increased by 54.5% to RMB32.8 million (US$5.1 million) in 2015 compared to RMB21.2 million in 2014, primarily due to the growth of our business.

    Occupancy and Equipment Rental

Our occupancy and equipment rental expenses increased slightly by 6.2% from RMB39.5 million in 2014 to RMB42.0 million (US$6.5 million) in 2015, primarily due to the increase of our office rental fees due to the growth in our operational scale.

    Taxes and Surcharges

Our taxes and surcharges increased from RMB18.9 million in 2014 to RMB21.7 million (US$3.4 million) in 2015, primarily due to increase in trading commissions in the Tianjin Precious Metals Exchange which are subject to business tax and surcharges on business tax, and an increase in trading commissions on Guangdong Precious Metals Exchange and an increase in revenue of Yin Tian Xia Technology from intra-group sale of application services, both of which are subject to VAT surcharges.

    Other Expenses

Other expenses decreased by 7.7% to RMB54.2 million (US$8.4 million) in 2015 from RMB58.7 million in 2014, which is primarily due to the non-recurring miscellaneous expenses in 2014.

Income Taxes

Our income tax expenses significantly increased to RMB82.2 million (US$12.7 million) in 2015 from RMB37.4 million in 2014, primarily due to the increase of our effective tax rate from 7% for 2014 to 17% for 2015. The increase in effective tax rate was mainly because the income tax rate of our subsidiary, Yin Tian Xia Technology, increased from 0% in 2014 to 12.5% in 2015 which will remain 12.5% through 2017. Except for Yin Tian Xia Technology, our other PRC subsidiaries are subject to an income tax rate of 25%.

Net Income

As a result of the foregoing, our net income decreased to RMB403.0 million (US$62.2 million) in 2015 from RMB482.0 million in 2014.

Year Ended December 31, 2014 Compared to Year Ended December 31, 2013

Revenues

Our revenues increased by 83.8% from RMB629.9 million in 2013 to RMB1,157.8 million in 2014, primarily due to an increase in our net commissions and fees, as well as an increase in net trading gains and other revenues.

    Net Commissions and Fees

Our net commissions and fees increased by 108.3% from RMB413.3 million in 2013 to RMB860.8 million in 2014. Excluding amounts shared with related parties of RMB116.2 million in 2013, our net commissions and fees increased by 62.6% from RMB529.5 million in 2013 to RMB860.8 million in 2014, primarily due to a 66.8% increase in our customer trading volume from RMB373.8 billion in 2013 to RMB623.4 billion in 2014, which is slightly offset by the decrease of our average effective fee rate from

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0.142% in 2013 to 0.138% in 2014. The decrease in average effective fee rate is mainly due to our increased rebates on trading commissions as a result of increased competition. We shared RMB116.2 million of spread fees with related parties in 2013 pursuant to our historical risk sharing agreements.

    Net Trading Gains/(Losses)

Our net trading gains increased by 25.1% from RMB214.9 million in 2013 to RMB 268.9 million in 2014. The net trading gains in 2013 included primarily the net realized gains from spot commodity contracts of RMB 342.4 million, which was the result of our customers' trading activities, offset by RMB128.1 million shared with related parties pursuant to our historical risk sharing agreements. The net trading gains in 2014 included primarily the net realized gains from spot commodity contracts of RMB 263.6 million, which was a result of our customers' trading activities and our corresponding hedging activities.

    Interest and Investment Income

Our interest income increased by 21.9% from RMB0.4 million in 2013 to RMB0.5 million in 2014, primarily due to an increase in the available-for-sale investments we held, which usually bear higher interest rates than cash deposits with banks.

    Other Revenues

Our other revenue significantly increased from RMB1.4 million in 2013 to RMB27.7 million in 2014, primarily due to (i) an increase of sales of application services from RMB0.8 million in 2013 to RMB19.2 million in 2014, resulting from the sales of our client software license and related services to a commodity trading service provider, (ii) an increase of sales of silver products, and (iii) local government grants of RMB4.6 million we received in Shanghai in 2014.

Expenses

Our expenses increased by 23.3% from RMB517.8 million to RMB638.5 million in 2014, primarily due to the growth of our business.

    Employee Compensation and Benefits

Our employee compensation and benefits increased by 158.7% from RMB82.9 million in 2013 to RMB214.4 million in 2014. The number of our employees increased significantly from 1,002 as of December 31, 2013 to 1,970 as of December 31, 2014, primarily due to (i) our recruitment of certain sales and research staff who were employees of the sales agent companies and the research company after we terminated cooperation with them, and (ii) the increase in our employees in line with our business growth.

We incurred share-based compensation expenses of RMB7.0 million in 2014 compared to RMB0.4 million in 2013, mainly because our share-based compensation in 2014 reflected (i) the expenses associated with the share options granted in December 2013 for which we incurred for the full year of 2014, and (ii) the expenses associated with the share options granted in December 2014.

    Advertising and Promotion

Our advertising and promotion expenses increased by 11.6% from RMB256.1 million in 2013 to RMB285.7 million in 2014, primarily due to the increase in our advertising expenses, which was partly offset by a decrease in our sales agent expenses.

Our advertising expenses increased by 44.2% from RMB124.8 million in 2013 to RMB179.9 million in 2014, which was in line with the growth of our customer base.

From January 2013 to June 2014, we hired sales agents to develop customers on the Tianjian Precious Metals Exchange, while we developed customers on our own on the Guangdong Precious Metals Exchange. We paid these sales agents fees as a percentage of the trading volume generated by the customers they developed. We terminated cooperation with all sales agent companies in June 2014 and moved the customer development function on the Tianjin Precious Metals Exchange in house. The sales agent expenses incurred was RMB131.3 million in 2013 and RMB105.8 million in 2014.

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    Research Services from a Related Party

Research service represented the fees we paid to a related external research company for the research other services it provided to us. We had research service expenses of RMB106.1 million in 2013. We did not incur research service expenses in 2014 because we terminated such arrangement in November 2013 and moved research function in-house.

    Information Technology and Communications

Our information technology and communication expenses increased significantly from RMB11.6 million in 2013 to RMB21.2 million in 2014, primarily due to the growth of our business.

    Occupancy and Equipment Rental

Our occupancy and equipment rental expenses increased by 84.7% from RMB21.4 million in 2013 to RMB39.5 million in 2014, primarily due to the increase of our office space, servers and other equipments in line with our business expansion.

    Taxes and Surcharges

Our taxes and surcharges increased significantly from RMB5.2 million in 2013 to RMB18.9 million in 2014, primarily due to increase in trading commissions on the Tianjin Precious Metals Exchange which are subject to business tax and surcharges on business tax, and an increase in trading commissions on Guangdong Precious Metals Exchange and an increase in revenue of Yin Tian Xia Technology from intra-group sale of application services, both of which are subject to VAT surcharges.

    Other Expenses

Other expenses increased from RMB34.6 million in 2013 to RMB58.7 million in 2014, which is in line with our business growth.

Income Taxes

Our income tax expenses significantly increased from RMB5.3 million in 2013 to RMB37.4 million in 2014, primarily due to the increase in our profit before taxation from RMB112.2 million to RMB519.3 million, and the increase of our effective tax rate from 5.0% in 2013 to 7.0% in 2014.

Net Income

As a result of the foregoing, our net income increased from RMB106.8 million in 2013 to RMB482.0 million in 2014.

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Selected Quarterly Results of Operations

The following table sets forth our historical unaudited selected quarterly results of operations for the eight quarters in the period from January 1, 2014 to December 31, 2015. You should read the following table in conjunction with our audited combined and consolidated financial statements and related notes thereto included elsewhere in this prospectus. The unaudited combined and consolidated quarterly results of operation include all adjustments that we consider necessary for a fair presentation of our operating results for the periods presented. Quarter-to-quarter comparison of operating results should not be relied upon as being indicative of future performance.

 
  For the Three Months Ended  
(in RMB thousands)
  March 31,
2014
  June 30,
2014
  September 30,
2014
  December 31,
2014
  March 31,
2015
  June 30,
2015
  September 30,
2015
  December 31,
2015
 

Revenues

                                                 

Commissions and fees, net

    200,366     187,267     209,150     264,036     267,159     285,736     216,363     221,440  

Trading gains/(losses), net

    (18,022 )   (30,027 )   169,622     147,277     (17,675 )   47,127     135,846     1,130  

Interest and investment income

    24     77     20     324     990     1,643     1,534     276  

Other revenues

    4,750     5,207     8,559     9,177     4,856     15,488     25,253     38,708  

Total revenues

    187,118     162,524     387,351     420,814     255,330     349,994     378,996     261,554  

Expenses

   
 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
 

Employee compensation and benefits

    (25,300 )   (36,882 )   (75,683 )   (76,566 )   (73,164 )   (102,392 )   (104,387 )   (108,225 )

Advertising and promotion

    (66,773 )   (79,308 )   (90,918 )   (48,733 )   (48,380 )   (57,208 )   (62,010 )   (54,261 )

Information technology and communications

    (7,921 )   (3,066 )   (5,988 )   (4,263 )   (6,998 )   (8,100 )   (6,935 )   (10,770 )

Occupancy and equipment rental

    (10,427 )   (9,462 )   (9,440 )   (10,158 )   (10,899 )   (10,080 )   (9,970 )   (11,001 )

Taxes and surcharges

    (2,659 )   (2,332 )   (5,773 )   (8,120 )   (5,353 )   (6,057 )   (4,763 )   (5,538 )

Other expenses

    (11,319 )   (8,131 )   (6,098 )   (33,140 )   (15,066 )   (10,805 )   (11,114 )   (17,179 )

Total expenses

    (124,399 )   (139,181 )   (193,900 )   (180,980 )   (159,860 )   (194,642 )   (199,179 )   (206,974 )

Income before income taxes

    62,719     23,343     193,451     239,834     95,470     155,352     179,817     54,580  

Income taxes

    9,082     2,700     (37,439 )   (11,733 )   (12,545 )   (26,241 )   (36,976 )   (6,442 )

Net income

    71,801     26,043     156,012     228,101     82,925     129,111     142,841     48,138  

Our quarterly total revenues have fluctuated during the eight-quarter period, largely due to the volatility of our trading gains and losses, which was primarily the result of our customers' trading activities. We present quarterly non-GAAP financial measures because they are used by our management to evaluate our core operating performance. We exclude from our adjusted revenues and adjusted net income (i) the net trading gains and losses resulting from our principal positions on the exchanges and (ii) the amounts we paid or received under the risk and return transfer arrangement, because we focus on our core business of generating trading commissions from our customers' trades and have been striving to reduce our exposure to market risks associated with principal positions. Our management believes the adjusted net income margin fairly presents useful information regarding the historical performance of our core business operation and is more comparable to our performance.

 

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  For the Three Months Ended  
(in RMB thousands,
except percentages)

  March 31,
2014
  June 30,
2014
  September 30,
2014
  December 31,
2014
  March 31,
2015
  June 30,
2015
  September 30,
2015
  December 31,
2015
 

Non-GAAP Calculation

                                                 

Revenues

    187,118     162,524     387,351     420,814     255,330     349,994     378,996     261,554  

Net trading gains on spot commodity contracts (1)

    18,453     30,690     (169,191 )   (143,601 )   19,445     (43,586 )   (148,418 )   6,544  

Risk and return transfer arrangement (2)

                            15,845     (6,544 )

Adjusted revenues

    205,571     193,214     218,160     277,213     274,775     306,408     246,423     261,554  

Net income

    71,801     26,043     156,012     228,101     82,925     129,111     142,841     48,138  

Net trading gains on spot commodity contracts (1)

    18,453     30,690     (169,191 )   (143,601 )   19,445     (43,586 )   (148,418 )   6,544  

Risk and return transfer arrangement (2)

                            15,845     (6,544 )

Change of tax (3)

    (4,613 )   (7,673 )   42,298     35,900     (4,861 )   10,897     33,143      

Statutory tax rate

    25%     25%     25%     25%     25%     25%     25%     25%  

Adjusted net income

    85,641     49,060     29,119     120,400     97,509     96,422     43,411     48,138  

Adjusted net income margin (4)

    41.7%     25.4%     13.3%     43.4%     35.5%     31.5%     17.6%     18.4%  

(1)
The amount of net trading gains from our principal positions as a result of serving as counterparty to our customers' trades on the Tianjin Precious Metals Exchange and the Guangdong Precious Metals Exchange.

(2)
The amounts we make or receive under the risk and return transfer arrangement with the third party fund. In 2015, we entered into a risk and return transfer arrangement with a third party fund, pursuant to which all our trading gains and losses resulting from our principal positions are transferred to such fund.

(3)
The amounts we pay or receive under the risk and return transfer arrangement with the third party fund. ln 2015, we entered into a risk and return transfer arrangement with a third party fund, pursuant to which all our trading gains and losses on these two exchanges are transferred to such fund. The arrangement took effect on August 23, 2015 and as long as it remains in force, our net trading gains or losses on spot commodity contracts will be offset by the amount we pay or receive under the risk and return transfer arrangement.

(4)
Adjusted net income margin is adjusted net income divided by adjusted revenues.

The tables below set forth our major quarterly operating data on customer trading volume, tradable accounts and active accounts as of and for the periods indicated:

 
  As of  
 
  March 31,
2014
  June 30,
2014
  September 30,
2014
  December 31,
2014
  March 31,
2015
  June 30,
2015
  September 30,
2015
  December 31,
2015
 

Tradable Accounts (1)

    22,494     26,084     29,521     33,903     38,210     42,900     45,133     50,598  

(1)
Tradable accounts refer to accounts that have been activated and have remained tradable as of the end of the period.

 
  For the Three Months Ended  
 
  March 31,
2014
  June 30,
2014
  September 30,
2014
  December 31,
2014
  March 31,
2015
  June 30,
2015
  September 30,
2015
  December 31,
2015
 

Active Accounts (1)

    8,976     9,828     10,445     11,516     12,042     13,604     11,639     13,435  

 

 

RMB

 

RMB

 

RMB

 

RMB

 

RMB

 

RMB

 

RMB

 

RMB

 

Customer Trading Volume (in millions)

   
141,046
   
129,159
   
173,116
   
180,092
   
182,443
   
182,981
   
142,345
   
151,941
 

(1)
Active accounts refer to tradable accounts that have executed at least one trade during the period.

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Our quarterly adjusted total revenues show a general trend of growth in the six-quarter period from January 1, 2014 to June 30, 2015, as a result of the growth of our quarterly total trading volume. Our quarterly total revenues slightly decreased in the third quarter of 2015, although it modestly increased in the fourth quarter of 2015, which was primarily due to the decreased trading activities of our customers resulting from the sharp correction of A-share market from June to August 2015 that adversely affected investor's liquidity and confidence in trading. Our quarterly total expenses generally grew in line with the growth of our business, except for periods where we made business arrangement adjustments. For example, in the third quarter of 2014, we incurred substantially higher advertising and promotion expenses because we terminated the contracts with our sales agent companies and paid a non-recurring termination fee. We recorded net income and adjusted net income in each of the eight quarters.

We recorded a customer trading volume of RMB49.8 billion, RMB68.8 billion, RMB129.3 billion and RMB125.8 billion for the first, second, third and fourth quarter of 2013, respectively. Our average quarterly trading volume increased from RMB93.5 billion in 2013 to RMB155.9 billion in 2014 and further to RMB164.9 billion (US$25.5 billion) in 2015.

In light of the foregoing limitations for these non-GAAP financial measures, when assessing our operating and financial performance, you should not consider adjusted revenues, adjusted net income or adjusted net income margin in isolation or as a substitute for our operating or financial performance measures that are calculated in accordance with U.S. GAAP. In addition, because these non-GAAP measures may not be calculated in the same manner by all companies, it may not be comparable to other similar titled measures used by other companies.

Liquidity and Capital Resources

Our principal sources of liquidity were cash generated from our operations and capital injections by our shareholders. We plan to finance our future operating liquidity primarily from cash generated from our operations and cash on hand. As of December 31, 2014 and 2015, we had RMB83.5 million and RMB362.5 million (US$56.0 million), respectively, in cash and cash equivalents which consisted of cash on hand and cash deposited with banks. We also held available-for-sale investments that can be redeemed on demand of RMB354.0 million and RMB75.7 million (US$11.7 million) as of December 31, 2014 and 2015. The available-for-sale investments we held are mainly wealth management products issued by banks and money market funds issued by fund management companies. We have been able to meet our working capital needs in the past, and we believe that we will be able to meet our working capital needs in the foreseeable future, with the estimated net proceeds from this offering, our internal financial resources and cash flow from our operations.

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


 
  For the Year Ended December 31,  
 
  2013   2014   2015  
(in thousands)
  RMB   RMB   RMB   US$  
 
  Combined
  Combined
  Combined
and
Consolidated

  Combined
and
Consolidated
(unaudited)

 

Net cash provided by (used in) operating activities

    (21,980 )   431,508     430,814     66,506  

Net cash provided by (used in) investing activities

    31,565     (327,671 )   179,864     27,767  

Net cash provided by (used in) financing activities

    33,230     (129,498 )   (331,751 )   (51,213 )

Net increase (decrease) in cash

    42,815     (25,661 )   278,927     43,060  

Cash at beginning of year

    66,380     109,195     83,534     12,894  

Cash at end of year

    109,195     83,534     362,461     55,954  

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Operating Activities

We had net cash generated from operating activities of RMB430.8 million (US$66.5 million) in 2015, primarily attributable to our net income of RMB403.0 million (US$62.2 million), as adjusted for non-cash items and the effect of changes in working capital including: (i) a decrease in deposits with exchanges, which serve as clearing organizations, in the amount of RMB17.3 million (US$2.7 million) as a result of fluctuation in trading activities by our customers and our risk management decision on deposit level on the last day of the relevant periods (ii) non-cash share-based compensation expenses of RMB31.0 million (US$4.8 million), (iii) unrealized gain from derivatives in the amount of RMB13.9 million (US$2.1 million), (iv) an increase in accrued employee benefits of RMB28.0 million (US$4.3 million) due to our increased payroll size and (v) depreciation of RMB11.9 million (US$1.8 million). These were partially offset by (i) a decrease in other liabilities arising from operating activities of RMB21.7 million (US$3.4 million), (ii) an increase in other assets of RMB21.2 million (US$3.3 million) and (iii) a decrease in accounts payable of RMB19.5 million (US$3.0 million).

We had net cash generated from operating activities of RMB431.5 million in 2014, primarily attributable to our net income of RMB482.0 million, as adjusted for non-cash items and the effect of changes in working capital including: (i) an increase in accrued employee benefits of RMB28.5 million due to our increased payroll size, (ii) an increase in other liabilities arising from operating activities of RMB33.9 million due to our business growth, and (iii) an increase in income tax payable of RMB20.8 million due to our increase in profit before taxes and income taxes. These were partially offset by (i) an increase in deposits with exchanges, which serve as clearing organizations, in the amount of RMB109.7 million as a result of fluctuation in trading activities by our customers and our risk management decision on deposit level on the last day of the relevant periods, (ii) a decrease in other assets of RMB24.8 million due to our business growth, (iii) a decrease in amounts due to related parties of RMB7.7 million, and (iv) a decrease in accounts payable in the amount of RMB7.4 million.

We had net cash used in operating activities of RMB22.0 million in 2013, attributable to our net income of RMB 106.8 million, as adjusted for non-cash items and effect of changes in working capital including (i) an increase in accrued employee benefits of RMB13.3 million due to our increased payroll size, and (ii) an increase in other liabilities arising from operating activities of RMB14.8 million due to our business growth. These were offset by (i) an increase in deposits with exchanges, which serve as clearing organizations, in the amount of RMB50.0 million due to increase in our customers' trading activities and our risk management decision on deposit level on the last day of the relevant periods, (ii) a decrease of RMB59.1 million in amount due to related parties, (iii) a decrease in accounts payables of RMB33.1 million, and (iv) an increase in other assets of RMB23.6 million due to our business growth.

Investing Activities

We had net cash generated by investing activities of RMB179.9 million (US$27.8 million) in 2015, primarily attributable to cash received from (i) sale of available-for-sale investments in the amount of RMB5,148.7 million (US$794.8 million) and (ii) repayment of loans from related parties in the amount of RMB47.0 million (US$7.3 million), which was offset by cash paid for (i) purchase of available-for-sale investments of RMB4,862.2 million (US$750.6 million), (ii) payment for the acquisition of our subsidiaries pursuant to the reorganization in the amount of RMB107.3 million (US$16.6 million), (iii) issuance of loans to related parties of RMB40.0 million (US$6.2 million), and (iv) purchases of equipment and leasehold improvements of RMB8.6 million (US$1.3 million) primarily associated with the addition of office space and equipment to support our business growth.

We had net cash used in investing activities of RMB327.7 million in 2014, primarily attributable to cash used in (i) purchase of available-for-sale investments of RMB2,218.0 million, (ii) purchase of equipment and leasehold improvements of RMB13.3 million, and (iii) issuance of loans to related parties in the amount of RMB28.0 million, which was partly offset by (i) cash received from sale of available-for-sale investments in the amount of RMB1,896.9 million, (ii) cash received from loan repayments from related

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parties of RMB21.5 million and (iii) cash received from loan repayments from third parties of RMB13.0 million.

We had net cash provided by investing activities of RMB31.6 million in 2013, primarily attributable to (i) cash received from sale of available-for-sale investments of RMB428.4 million, and (ii) cash received from repayment of loans from related parties in the amount of RMB189.4 million, which was offset by (i) cash paid for purchase of equipment and leasehold improvements in the amount of RMB20.6 million, (ii) cash paid for purchase of available-for-sale investments of RMB458.0 million, (iii) issuance of loans of RMB99.8 million to related parties, and (iv) issuance of loans of RMB13.0 million to third parties.

Financing Activities

We had net cash used in financing activities of RMB331.8 million (US$51.2 million) in 2015, primarily attributable to dividends of RMB705.0 million (US$108.8 million) paid by our PRC subsidiaries to a holding company wholly owned by our shareholders prior to our reorganization, which was partially offset by (i) proceeds from capital contribution by our shareholders in the amount of RMB254.3 million (US$39.3 million) and (ii) proceeds from borrowings from related parties in the amount of RMB118.9 million (US$18.4 million).

We had net cash used in financing activities of RMB129.5 million in 2014, primarily attributable to (i) dividends of RMB100.0 million to a holding company wholly owned by our shareholders and (ii) repayments of borrowings from related and third parties, which was slightly offset by proceeds from capital contribution by our shareholders in the amount of RMB16.0 million.

We had net cash generated from financing activities of RMB33.2 million in 2013, primarily attributable to proceeds from borrowings from related parties in the amount of RMB50.7 million and from third parties in the amount of RMB13.0 million, which was partly offset by repayment of borrowings of RMB20.5 million from related parties and repayment of borrowings from third parties of RMB10.0 million.

Capital Expenditures

Our capital expenditures consist primarily of expenditures for the purchase of fixed assets and intangible assets. Our capital expenditures amounted to RMB21.5 million, RMB15.1 million and RMB11.9 million (US$1.8 million) in 2013, 2014 and 2015, respectively, primarily due to purchases of electronic and office equipment and leasehold improvements for our office space as a result of our business growth.

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Contractual Obligations and Commitments

The table below sets forth our contractual obligations and commitments as of December 31, 2015.


(in thousands)
  Total   Within 1 year
or on demand
  Between 1
and 2 years
  Between 2
and 5 years
  Over 5 years  

Operating lease commitments

    35,032     17,628     13,420     3,055     929  

Total rental expenses for all operating leases were RMB11.2 million, RMB20.5 million and RMB24.4 million (US$3.8 million) for the year ended December 31, 2013, 2014 and 2015, respectively. We did not have any significant capital and other commitments, long-term obligations or guarantees as of December 31, 2015.

Off-Balance Sheet Commitments and Obligations

We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. In addition, we have not entered into any derivative contracts that are indexed to our shares and classified as shareholders' equity or that are not reflected in our combined and 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. Moreover, 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.

Inflation

Since our inception, inflation in China has not materially impacted 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 2013 and December 2014 were increases of 2.6% and 2.0%. Although we have not in the past been materially affected by inflation since our inception, we can provide no assurance that we will not be affected in the future by higher rates of inflation in China.

Holding Company Structure

We are a holding company with no material operations of our own. We conduct our operations through our subsidiaries in China. As a result, our ability to pay dividends and to finance any debt we may incur depends upon dividends paid by our subsidiaries. Our PRC subsidiaries may purchase foreign exchange from relevant banks and make distributions to offshore companies after completing relevant foreign exchange registration with the SAFE. Our offshore companies may inject capital into or provide loans to our PRC subsidiaries through capital contributions or foreign debts, subject to applicable PRC regulations. If our subsidiaries or any newly formed subsidiaries incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us. In addition, our subsidiaries are permitted to pay dividends to us only out of its retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. As of December 31, 2015, our PRC subsidiaries had an aggregate retained earnings of RMB71.3 million (US$11.0 million) under PRC GAAP. Under PRC law, each of our affiliates in China is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reached 50% of its registered capital, after which any mandatory appropriation stops. Our PRC subsidiaries had an aggregate statutory reserves in the amount of RMB35.4 million (US$5.5 million) as of December 31, 2015. Yin Tian Xia Technology has reached its maximum reserve amount and it has stopped appropriation, while other PRC entities have not yet reached their respective maximum reserve amounts. Although the statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of

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the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation of the companies. At the discretion of our PRC subsidiaries, they may allocate a portion of their after-tax profits to discretionary funds for staff welfare and bonus. Such discretionary funds, similar to statutory reserves, are not distributable as cash dividends.

Quantitative and Qualitative Disclosure about Market Risks

Foreign Exchange Risk

All of our revenues and substantially all of our expenses are denominated in RMB. In our combined and consolidated financial statements, our financial information that uses RMB as the functional currency has been translated into U.S. dollars. Currently our exposure to foreign exchange risk primarily relates to our cash and cash equivalents denominated in U.S. dollars as a result of the proceeds from this offering. 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 exposure to foreign exchange risks should be limited, the value of your investment in our ADSs will be affected by the exchange rate between U.S. dollar and RMB because the value of our business is effectively denominated in RMB, while our ADSs will be traded in U.S. dollars.

The conversion of RMB into foreign currencies, including U.S. dollars, is based on rates set by the PBOC. The PRC government allowed the RMB 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 RMB and the U.S. dollar had been stable and traded within a narrow band. Since June 2010, the PRC government has allowed the RMB to appreciate slowly against the U.S. dollar, though there have been periods when the RMB has depreciated against the U.S. dollar. In particular, on August 11, 2015, the PBOC allowed the RMB to depreciate by approximately 2% against the U.S. dollar. It is difficult to predict how long the current situation may last and when and how the relationship between the RMB and the U.S. dollar may change again.

To the extent that we need to convert U.S. dollars into RMB for our operations, appreciation of the RMB against the U.S. dollar would have an adverse effect on the RMB amount we receive from the conversion. Conversely, if we decide to convert RMB 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 RMB 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, based on the initial offering price of US$               per ADS, the midpoint of the estimated initial public offering price range shown on the cover page of this prospectus. Assuming that we convert the full amount of the net proceeds from this offering into RMB, a 10% appreciation of the U.S. dollar against the RMB, from the exchange rate of RMB6.4778 for US$1.00 as of December 31, 2015 to a rate of RMB7.1256 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 RMB, from the exchange rate of RMB6.4778 for US$1.00 as of December 31, 2015 to a rate of RMB5.8300 to US$1.00, will result in a decrease of RMB                million in our net proceeds from this offering.

Interest Rate Risk

Our exposure to interest rate risk primarily relates to the floating interest rates for our own cash deposited with banks.

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.

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To the extent we decide to do so in the future, we cannot be assured that any future hedging activities will protect us from fluctuations in interest rates.

Price Risk

Price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency risk), whether those changes are caused by factors specific to the individual financial instrument or factors affecting all similar financial instruments traded in the market.

Our price risk exposure mainly comes from (i) spot commodity contracts we enter into when we serve as counterparty to our customers' trades, (ii) spot commodity contracts with special members for hedging the price risks identified in (i), (iii) trading of physical commodities (mostly silver) and commodity futures contracts we enter into for hedging the risks related to physical commodity trading. The values of these contracts will fluctuate as a result of changes in market price of commodities, exposing us to price risks. In 2015, we entered into a risk and return transfer arrangement with a third party fund, pursuant to which, although we still act as counterparty to our customers' trades, our gains and losses from our principal trading positions on the Tianjin Precious Metals Exchange and the Guangdong Precious Metals Exchange will be transferred to the fund. As long as such arrangement remains in force, we will no longer be exposed to price risks in relation to spot commodity contracts on these two exchanges. We do not hold principal positions and therefore, are not exposed to price risks from our operation on the Shanghai Gold Exchange.

The following table indicates the effect on our profit after tax and retained profits that would happen if at the period end as indicated, it is estimated that an increase or decrease in the relevant commodity prices, as applicable, with all other variables held constant. However, there are inherent limitations of sensitivity analysis and you should review the following information together with other sections under "Management's Discussion and Analysis of Financial Condition and Results of Operations."


 
  As of December 31,
 
  2013   2014   2015
(in thousands, except percentages)
  Effect on profit after tax
and retained profits
  Effect on profit after tax
and retained profits
  Effect on profit after tax
and retained profits (1)

Increase / Decrease of 5% in the relevant commodity prices

  (13,171) / 13,171   (32,962) / 32,962  

Increase / Decrease of 10% in the relevant commodity prices

  (26,341) / 26,341   (65,924) / 65,924  

(1)
As of December 31, 2015, a decrease (increase) of 5% and 10% in the relevant commodity prices would increase (decrease) our trading gains/losses from spot commodity contracts and increase (decrease) on our profit after tax and retained profits of approximately RMB70.9 million and RMB141.8 million (US$21.9 million), which would be offset by the risk and return transfer arrangement with the fund. As of December 31, 2015, the net asset value of the fund was RMB245.5 million (US$37.9 million) and the risk and return transfer arrangement was in full force. Therefore, the effect of relevant commodity price movement on our profit after tax and retained profits was nil as of December 31, 2015.

Credit Risk

Credit risk is the risk that counterparties may fail to honor their obligations.

We are exposed to credit risks of the third party fund that has entered into a risk and return transfer arrangement with us. Pursuant to the arrangements which took effect on August 23, 2015 with an initial term of five years, the fund will assume all the gains and losses resulting from our principal positions on the Tianjin Precious Metals Exchange and the Guangdong Precious Metals Exchange. To manage the credit risks of the fund, we require the fund to maintain a net asset value of not less than 100% of the aggregate minimum deposits we need to place with the two exchanges. The fund has placed capital in a bank account under its name and under joint administration of the fund and us, and the fund cannot withdraw or make

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transfer from the bank account without our approval. For more details of the risk and return transfer arrangement, please see "Business — Risk Management — Trading Reloaded Risks." As of December 31, 2015, the net asset of value of such fund was RMB245.5 million (US$37.9 million).

We are also exposed to the credit risks of banks with respect to our cash deposit, wealth management products and deposits with the exchanges. Substantially all of our cash at banks and wealth management products are deposited in state-owned or state-controlled PRC banks. Our deposits with the exchanges are deposited in depositary banks which are generally national commercial banks designated by commodity exchanges.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board, or FASB, issued ASU No. 2014-09, Revenue from Contracts with Customers, which outlines a comprehensive new revenue recognition model designed to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The accounting standard is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2016. Early adoption is not permitted. We are in the process of evaluating the impact of adoption of this guidance on our combined and consolidated financial statements.

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments. Overall, the amendments in ASU 2016-01 include, but are not limited to, the following: (i) requiring equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; however, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer; (ii) simplifying the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment, which means that when a qualitative assessment indicates that impairment exists, an entity is required to measure the investment at fair value; (iii) eliminating the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities; (iv) eliminating the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; (v) requiring public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; (vi) requiring an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments; (vii) requiring separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (i.e., securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements; (viii) clarifying that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity's other deferred tax assets. The new standard is effective for annual reporting periods beginning after December 15, 2017. We are in the process of evaluating the impact of adoption of this guidance on our consolidated financial statements.

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INDUSTRY

Background

China is the world's second largest economy and its GDP has grown steadily over the last three decades since it opened up in the 1980s. China's real GDP grew at an average rate of 7.8% from 2011 to 2015. Although China's real GDP growth slowed down to 6.9% in 2015, the International Monetary Fund forecasts China's real GDP growth to be 6.3% and 6.0% in 2016 and 2017, while the forecast for global economic growth is 3.4% and 3.6% for the same period.

According to a report published by China Merchants Bank and Bain & Company, total investable assets held by Chinese residents grew at a CAGR of 19.2% from RMB39.0 trillion in 2008 to RMB112.0 trillion in 2014. It is estimated to grow to RMB129.0 trillion in 2015, and is expected to grow at a CAGR of 12.7% from 2016 to 2021. In addition, the population of high-net-worth individuals (with at least RMB10 million of investable assets) increased from 0.3 million in 2008 to approximately 1.0 million in 2014. The aggregate wealth owned by such individuals reached RMB32.0 trillion in 2014. The rapid accumulation of personal wealth and increased population of affluent individuals in China have stimulated the market demand for investment products and related services.

Introduction of Commodity Trading

Commodities in the financial market generally refer to the primary products that are widely used as raw materials, such as agricultural products, non-ferrous metals, precious metals, chemical products and energy products. The commodity trading market can, based on the time of settlement, be divided into the spot market, in which the purchase and sale of goods are for immediate delivery or permanently extended, and the futures market, in which the purchase and sale of goods will take place on a contracted future date. It can also, based on the trading platform, be divided into the online market and offline market, depending on whether a trade is executed online or offline. The rapid development of information technology has made online trading more efficient and convenient and gradually gain popularity among traders and investors who trade commodities as an investment tool.

History of Online Spot Commodity Trading Market in China

Electronic trading of commodities was first developed in China through futures markets in the 1990s. In 2002, the Shanghai Gold Exchange was established by the PBOC with approval of the State Council for spot trading of gold and other precious metals, marking it a key milestone in the development of online spot commodity trading market in China. Initially, trading on the exchange was open to institutional investors only. Since 2006, individual investors were also permitted to open trading accounts. The Shanghai Gold Exchange remains the only national exchange for spot commodity trading and the only exchange permited to conduct spot trading of gold. In 2008, pursuant to the "early pilot and experimentation" policies, the Tianjin Precious Metals Exchange was established with approval from Tianjin Municipality People's Government as one of the first major provincial exchanges for online spot commodity trading. Since then, provincial and other local governments have approved the establishment of hundreds of spot commodity exchanges, in an effort to formalize the previous underground trading of commodities and enhance China's pricing capability in global commodities markets. As new commodity exchanges emerge, new types of commodities are introduced to the market, providing investors with more trading products.

Driven by supportive government measures and the increasing demand for new investment products by Chinese investors, online spot commodity trading has recently emerged as an alternative investment product in China. The trading volume of online spot commodity trading grew at a CAGR of 35.4% from 2011 to 2015, reaching RMB29.0 trillion (US$4.5 trillion) in 2015.

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The table below illustrates the trading volume and growth trend of the online spot commodity trading market in China. Precious metals, primarily gold and silver, have been the main trading products, with a combined trading volume increasing from RMB6.6 trillion in 2011 to RMB19.3 trillion in 2015, representing a CAGR of 30.7%, and their trading volume is expected to further increase with a CAGR of 24.6% from 2015 to 2020.


 
  Unit   2011   2012   2013   2014   2015   2011-15
(CAGR)
  2015-2020
(CAGR)
 

All Commodities

  RMB bn     8,620.9     11,048.4     15,270.7     20,611.8     28,958.6     35.4 %   26.9 %

— Precious Metals (1)

  RMB bn     6,620.9     7,248.4     10,462.7     14,237.8     19,291.7     30.7 %   24.6 %

— Others (2)

  RMB bn     2,000.0     3,800.0     4,808.0     6,374.0     9,666.9     48.3 %   31.0 %

All Investors

  RMB bn     8,620.9     11,048.4     15,270.7     20,611.8     28,958.6     35.4 %   26.9 %

— Institutions

  RMB bn     4,639.3     6,015.4     7,550.1     9,025.9     12,632.0     28.5 %   22.1 %

— Individuals

  RMB bn     3,981.6     5,033.0     7,720.6     11,585.9     16,326.6     42.3 %   30.2 %

Source:    Shanghai Gold Exchange Monthly Report, People's Bank of China Yearly Report, the MOFCOM, and the Euromonitor Industry Report.

(1)
Precious metals include gold, silver, platinum and palladium.

(2)
Others include, but are not limited to, nickel, copper, aluminum, oil, agricultural products and petro-chemical products.

Features of Online Spot Commodity Trading

The rapid growth of online spot commodity trading in recent years is largely attributable to its distinct features that appeal to individual investors in China. In general, Chinese individual investors have demonstrated strong appetite for volatility. Among major investment products including wealth management products, money market funds, stocks, real estates and bank deposits, stock trading generally involves higher volatility and stocks are heavily traded by individual investors. According to the Shanghai Stock Exchange Statistics Annual 2015, the turnover rate on the Shanghai Stock Exchange or SHSE, which is annual trading volume divided by total public float, was 4.4 times in 2014, significantly higher than the 0.8 times on the New York Stock Exchange in the same year. Moreover, according to SHSE Annual Statistics 2015, 85.2% of the trading volume on SHSE in 2014 was generated by individual investors who held 23.5% of the total market capitalization of SHSE, which is in sharp contrast to institutional investors who generated only 11.6% of the trading volume out of a 14.7% holding of the total market capitalization.

Online spot commodity trading is often conducted based on deposits and with a leverage ratio of 5 to 20 times, and allows for long and short trading directions. This offers relatively high volatility trading opportunities which appeal to certain Chinese individual investors.

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The table below compares the trading features of spot commodity trading with stocks and commodity futures in China. These trading features apply to precious metals and some other spot commodities, but not to all spot commodities or to all exchanges.

 
  Stocks   Commodity Futures   Spot Commodities

Market Establishment

  1990s   1990s   2000s

Underlying Assets

  2,800+ listed stocks and ETFs   45 commodity categories including agricultural products, metals, industrial materials, etc.   Mainly precious metals including gold and silver, as well as other commodities

Leverage

  No leverage by default unless through margin loan with cost   Normally 5 to 20 times   Normally 5 to 20 times

Trading Direction

  Long by default unless through stock borrowing with cost   Long and short   Long and short

Trading Hours

  4 hours per day; 5 days per week   4 to 9.5 hours per day depending on exchange and products; 5 days per week   9.5 to 22 hours per day depending on exchange and products; 5 days per week

Trading Volume in 2015 (RMB trillion) (1)

  255.1   136.5   29.0

Source: Shanghai Stock Exchange Statistics Annual, Shanghai Gold Exchange Monthly Report, the MOFCOM, China Futures Association, Wind Info and Euromonitor estimates from trade interviews and desk research by the end of 2015.

(1)
Represents a combined trading volume of Shanghai Stock Exchange and Shenzhen Stock Exchange, including RMB254.7 trillion for A shares and RMB0.4 trillion for B shares in 2015.

Commodity futures and spot commodities both offer higher volatility than stocks through deposit-based leverage trading method. Compared with commodity futures trading, spot commodity trading has the benefits of (i) the underlying assets (mainly silver and gold) are more familiar to individual investors, (ii) the spot contract is less complex as it generally has no expiry date and (iii) the trading hours are generally longer and continuous, which enables investors to trade during trading hours of overseas commodity markets. Compared to commodity futures markets, which had an aggregate trading volume of RMB136.5 trillion (US$21.1 trillion) in 2015, the online spot commodity market, with trading volume of RMB29.0 trillion (US$4.5 trillion) in 2015, is still small and has significant potential.

Leveraged foreign exchange trading is another high volatility trading product that is popular in international markets, but not yet permitted in China under its current regulatory framework for foreign exchange. Compared with foreign exchange trading, price volatility in spot commodity trading is generally higher while its leverage is considerably lower. For instance, according to the U.S. Commodity Futures Trading Commission, the leverage for individual investors to trade foreign exchange is 20 to 50 times depending on the currency and service providers. Leverage offered by service providers outside the U.S. is often higher, ranging from 50 to 400 times depending on the currency.

Spot Commodity Exchanges We Operate On

In China, online spot commodity trading is primarily carried out through exchanges. At the end of 2015, there were approximately 350 exchanges for online spot commodity trading in China, which vary in scale and the types of commodities offered for trading. The top five online spot commodity trading exchanges in China, in terms of trading volume in 2015, are the Shanghai Gold Exchange, the Tianjin Precious Metals Exchange, the Guangdong Precious Metals Exchange, the Jiangsu Mercantile Exchange and the Tianjin

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Mineral Resources Exchange. These exchanges had a combined trading volume of RMB19,984.2 billion in 2015, accounting for 69.0% of the total trading volume of the online spot commodity trading market.

The Leading Exchanges for Online Spot Commodity Trading in China by Trading Volume in 2015


Ranking
  Exchange Name   Launch
Year
  Trading
Volume
  Market
Share (1)
  Commodities
 
   
   
  (RMB
billion)

  %
   
  1   Shanghai Gold Exchange     2002     10,784.2     37.2%   gold, silver, platinum
  2   Tianjin Precious Metals Exchange     2010     2,900.0     10.0%   silver, platinum, palladium, nickel, copper, aluminum
  3   Guangdong Precious Metals Exchange     2012     2,700.0     9.3%   silver, platinum, palladium
  4   Jiangsu Mercantile Exchange     2012     1,900.0     6.6%   silver, asphalt, agricultural products such as Pu'er tea, etc.
  5   Tianjin Mineral Resources Exchange     2010     1,700.0     5.9%   mineral resources including gold ore, silver ore and other minerals
      Subtotal           19,984.2     69.0%  
      Other Exchanges           8,974.4     31.0%  
      Industry Total           28,958.6     100.0%  

Source:    Desk research of the Shanghai Gold Exchange Monthly Report, the MOFCOM and Euromonitor Industry Report.

(1)
The market share data has been determined through a fieldwork program consisting of desk research and trade interviews. While data was available for some of the companies, they do not break down trade volume into the categories that are used in this prospectus. Therefore, Euromonitor has estimated the market shares based on such data as well as estimates provided by various trade sources.

Shanghai Gold Exchange

The Shanghai Gold Exchange was organized by the PBOC and established in 2002 with approval of the State Council. It is the only exchange permitted for conducting spot trading of gold in China. It has adopted the order driven trading model and offers gold, silver and platinum for trading with a maximum leverage ratio ranging between 11.1 to 16.7 times. For more details of the order driven trading model, see "Business — The Commodity Exchange Systems We Operate on." The total trading volume of the Shanghai Gold Exchange was RMB10,784.2 billion in 2015, with a CAGR of 24.8% from 2011 to 2015. According to the Shanghai Gold Exchange Monthly Report, the total trading volume of gold reached RMB8,008.4 billion in 2015, accounting for 74.3% of the total trading volume of the exchange. Specifically, institutional investors are the major participants in gold trading on the Shanghai Gold Exchange, contributing a trading volume of RMB6,334.6 billion or more than 79% of the total trading volume of gold in 2015. Silver is also traded on the Shanghai Gold Exchange, accounting for 25.6% of the total trading volume in 2015. Individual investors are the major participants in silver trading, accounting for 86.0% of the total trading volume of silver in 2015.

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Trading Volume of the Shanghai Gold Exchange


(in RMB billions)
  2011   2012   2013   2014   2015  

Shanghai Gold Exchange

                               

— Gold

    2,477.2     2,150.6     3,213.4     4,589.2     8,008.4  

— Gold by Individual Investors

    501.6     303.9     626.6     871.9     1,673.8  

— Silver

    1,939.9     1,358.1     1,983.5     1,906.1     2,762.3  

— Silver by Individual Investors

    1,457.5     1,113.6     1,646.3     1,601.1     2,375.5  

— Other Precious Metals

    24.0     21.0     27.3     18.8     13.5  

Total

    4,441.1     3,529.7     5,224.2     6,514.0     10,784.2  

— Individual Investors

    1,977.1     1,434.8     2,296.9     2,489.9     4,062.3  

Individual as % of Total

    44.5%     40.6%     44.0%     38.2%     37.7%  

Source:    The Shanghai Gold Exchange, the PBOC and Euromonitor estimates from trade interviews and desk research.

As of December 31, 2015, there were 182 registered members on the Shanghai Gold Exchange. An individual investor can only open trading account with a financial member. There were a total of 26 financial members on the exchange, among which 23 members are commercial banks, two members are state-owned banknote and coin printing and minting companies and the other member is a clearing organization established with governmental approval. An institutional investor may open trading account with a financial or comprehensive member. Financial and comprehensive members may also trade on their own account.

Tianjin Precious Metals Exchange

The Tianjin Precious Metals Exchange was established in 2008 with the approval of Tianjin Municipal People's Government. Its shareholders include CITIC Group Corporation, Tianjin Property Rights Exchange and China Gold Group. It adopts the quote driven trading model and offers silver, platinum, palladium, nickel, copper and aluminum for trading with a maximum leverage ratio ranging from 12.5 to 20 times. For more details of the quote driven model, see "Business — The Commodity Exchange Systems We Operate On." It had a total trading volume of RMB2,900.0 billion in 2015, and the trading volume of silver on the exchange reached RMB2,065.2 billion, accounting for over 70% of the total trading volume. Individual investors are the major participants on this exchange and the trading volume of individual investors is RMB2,655.0 billion in 2015, accounting for approximately 91.6% of the total trading volume on this exchange in 2015. As of December 31, 2015, there were approximately a total of 106 comprehensive members on the Tianjin Precious Metals Exchange. The top five leading members accounted for approximately 43.2% of its total trading volume in 2015.

Trading Volume of the Tianjin Precious Metals Exchange


(in RMB billions)
  2011   2012   2013   2014   2015  

Tianjin Precious Metal Exchange (1)

                               

— Silver

    1,293.0     2,530.0     3,135.0     3,345.8     2,065.2  

— Others

    480.0     280.0     165.0     401.6     834.8  

Total

    1,773.0     2,810.0     3,300.0     3,747.4     2,900.0  

— Individual Investors

    1,607.0     2,580.0     3,000.0     3,387.4     2,655.0  

Individual as % of Total

    90.6%     91.8%     90.9%     90.4%     91.6%  

Source:    Euromonitor estimates from trade interviews and desk research.

(1)
The total trading volume includes, among other things, the trading volume of special members on the exchange.

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Guangdong Precious Metals Exchange

The Guangdong Precious Metals Exchange was established in 2010 with the approval of Guangdong Provincial People's Government. Its shareholders include Guangdong State-owned Assets Supervision and Administration Commission, as well as Guangdong Revenco Enterprises Corporation. It adopts the quote driven trading model and mainly offers trading of silver, platinum and palladium with a maximum leverage ratio ranging from 5 to 33 times. The Guangdong Precious Metals Exchange has a trading volume of RMB2,700.0 billion in 2015, representing a 94.8% increase from a trading volume of RMB1,386.0 billion in 2014. Similar to the Tianjin Precious Metals Exchange, silver is the major precious metal traded on the Guangdong Precious Metals Exchange and the trading volume of silver trading reached RMB1,620.0 billion in 2015. Individual investors are the major participants of the exchange, contributing a trading volume of RMB2,356.6 billion to, or 87.3% of, its total trading volume in 2015. As of December 31, 2015, there were approximately a total of 71 comprehensive members on the Guangdong Precious Metals Exchange.

Trading Volume of the Guangdong Precious Metals Exchange


(in RMB billions)
  2011   2012   2013   2014   2015  

Guangdong Precious Metals Exchange (1)

                               

— Silver

        8.7     388.8     1,307.8     1,620.0  

— Others

            6.6     78.2     1,080.0  

Total

        8.7     395.4     1,386.0     2,700.0  

— Individual Investors

        8.3     364.6     1,281.0     2,356.6  

Individual as % of Total

        95.4%     92.2%     92.4%     87.3%  

Source:    Euromonitor estimates from trade interviews and desk research.

(1)
The total trading volume includes, among other things, the trading volume of special members on the exchange.

Drivers and Challenges of Online Spot Commodity Trading Market

The development of the online spot commodity trading market is driven by, among other things, a growing population of affluent individuals, expanding netizen population and thriving internet finance. It is also subject to many constraints, including macro-economic slowdown and competition from alternative investment products such as stocks, futures and new financial products such as peer-to-peer lending. As a relatively new investment product at its initial developing stage, the online spot commodity trading market is becoming more open and international, and yet more regulated.

Drivers

Increasing population of affluent individuals and demand for new investment products

The steady increase of per capita disposable income and individual investable assets have stimulated the market demand for personal investment products and services. Moreover, there is a general desire among individual investors to diversify from traditional investment channels, such as stocks, real estate and wealth management products issued by banks, to new investment products, such as trust products, online money market products, peer-to-peer lending, crowd funding as well as online spot commodity trading.

Expanding netizen population and thriving internet finance

China's rapid development of telecommunication infrastructure has increased nationwide internet access and facilitated the popularization of digital mobile devices, which have contributed to the expansion of the netizen population in China. According to China Internet Network Information Center, or CNNIC, as at the end of 2015, China had a total netizen population of 688.0 million and an internet penetration rate of 50.3%. The total mobile internet users increased from approximately 302.7 million in 2010 to approximately 619.8 million in 2015, representing a CAGR of 15.4%. In addition, the mobile internet users as a percentage of total internet users increased from 66.2% in 2010 to 90.1% in 2015, signaling the expansion of the mobile internet community.

The growing netizen population, the advancement of internet technology and the development of third party payment platforms have facilitated the development of internet finance. According to CNNIC, at the end of 2015, the total number of customers of online investment products reached 90.3 million, representing a penetration rate of 13.1% of the total netizen population. The development of the Internet finance market has accelerated the general public's acceptance of online spot commodity trading as an online investment product.

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More open and international commodity market

The further development and opening up of finance and service sectors, including the spot commodity trading industry, is an important element of China's 12th Five Year Plan. In September 2014, the Shanghai Gold Exchange introduced "Gold International Board", where international investors could trade gold and other precious metals directly on the Shanghai Gold Exchange, strengthening the pricing power by and the connection of China's gold market to international gold markets. In November 2014, the Shanghai Gold Exchange signed a Memorandum of Understanding to form a partnership with the Chicago Mercantile Exchange Group, to explore new commodity trading products and services that could be offered to Chinese and international investors. In addition, Chinese Gold and Silver Exchange Society and the Shanghai Gold Exchange launched a "Shanghai-Hong Kong Gold Connect" in 2015 to further connect China's gold market to the international gold markets. These strategic initiatives will help online spot commodity trading market to evolve into a more mature, dynamic, internationalized and appealing market for investors.

Challenges

China's macro-economy slowdown

China's year-over-year GDP growth has been levelling out from a double-digit increase to just over 7.0% since 2012. It is expected that the trend will continue over the mid-to-long term, and the International Monetary Fund predicts China's macro-economy to grow at 6.3% in 2016. The slowdown of economic growth will exert downward pressure on the growth of individual disposable income and the investable asset pool in general. It may also decrease the general public's willingness to spend or invest due to reduced confidence in future prospects.

Competing financial products

Online spot commodity trading competes against other investment products and is thus affected by investors' evolving preferences investment products. Although the recent cool-down of China's real estate market has prompted the capital outflow into other investment channels, China's stock market has rallied since 2014 and attracted a significant amount of capital. In addition, wealth management products with stable returns offered by commercial banks and other financial institutions remain popular among more conservative individual investors, and private banking service with individualized investment portfolio offered by these banks for affluent investors are gaining popularity. Besides traditional investment channels, as China's financial markets rapidly evolve, new investment products targeting individual investors are constantly being introduced into the market, such as peer-to-peer lending and crowd funding. The change of traditional investment channels and the introduction of new ones have stimulated individual investors' interest in investment products and services in general. However, with a relatively fixed aggregate individual investable asset pool at a given time point, online spot commodity trading needs to compete with other products for investment.

Government strengthening regulation on spot commodity trading

Due to the relatively short history and lack of regulation in the early stage of the industry, there have been several cases of fraudulent or illegal platforms for online spot commodity trading, resulting in heightened scrutiny and more stringent regulation by the government. On November 11, 2011, the State Council promulgated the Circular 38, and on July 12, 2012, the general office of the State Council further promulgated the Circular 37. After the issuance of Circulars 38 and 37, the government has investigated, rectified and closed down many illegal, irregularly operated or fraudulent trading platforms. Moreover, on November 8, 2013, the MOFCOM, the PBOC and the CSRC jointly issued the Special Provisions on Commodity Spot Market Trading (for Trial Implementation) , or the Special Provisions, effective as of January 1, 2014. These regulations are introduced to protect investors' interest, reduce financial risks and build up a better regulatory framework for the industry. It also means exchanges and trading service providers like us will receive more scrutiny and oversight.

Competition among providers of spot commodity trading services

The spot commodity trading market is highly competitive and fragmented for trading service providers. As of December 31, 2015, there were over 1,000 active trading service providers that operate on over 350 exchanges nationwide. The exchanges compete against each other for members and customers, and they could attract high-quality members with larger customer base through setting more favorable trading models and rules. The trading service providers select the exchanges they operate on by taking into consideration a combination of factors, including the reputation, scale and reliability of the exchanges and the trading model and rules set by the exchanges.

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The trading service providers compete for customers and trading volumes based on various factors. Since online spot commodity investors often rely on accurate and timely market information and in-depth market analysis to trade, trading service providers that have better technology platform and stronger research capabilities are able to attract customers with such advantages vis-a-vis their competitors. More importantly, due to the fact that investors often need to link their confidential personal information such as mobile numbers, national ID number and bank accounts with their trading accounts, trade service providers that have stronger brand recognition and reputation in the industry are able to develop customers more effectively and efficiently compared with their less well-known competitors.

The chart below sets forth the leading trading service providers for online spot commodity in China:

Leading Trading Service Providers of Online Spot Commodity in China


Ranking (2)
  Trading Service Provider   Main Exchanges Operating On   Estimated
Customer
Trading Volume
in 2015
(RMB billion) (2)
  As % of Total
Trading Volume
of Individual
Investors
in 2015
  Estimated Net
Commissions
and Fees
in 2015
(RMB million) (3)
 

1

  Yintech (the Company) (1)   Shanghai Gold Exchange, Tianjin Precious Metals Exchange, Guangdong Precious Metals Exchange     660     4.0%     990  

2

 

Company A

 

Shanghai Gold Exchange

   
600
   
3.7%
   
210
 

3

 

Company B

 

Guangdong Precious Metals Exchange

   
350
   
2.1%
   
490
 

4

 

Company C

 

Shanghai Gold Exchange, South Rare Precious Metals Exchange

   
300
   
1.8%
   
200
 

5

 

Company D

 

Tianjin Precious Metals Exchange

   
280
   
1.7%
   
450
 

(1)
Yintech includes Rong Jin Hui Yin, Jin Xiang Yin Rui, Sheng Ding and Jin Dou.

(2)
The estimated customer trading volume data have been determined via a fieldwork program consisting of desk research and trade interviews. While audited data was available for some of the companies, they do not break down to the trading data as disclosed in the chart above. For these companies as well as the companies that are in the market but not publicly listed, Euromonitor has estimated their trade volume based on various trade sources.

(3)
Company B, Company D and the majority of Yintech's business operate on exchanges that have adopted the quote-driven trading model, namely Tianjin Precious Metals Exchange and Guangdong Precious Metals Exchange, where service providers act as counterparties to their customers' trades and earn trading commissions, spread fees and overnight fees. On the other hand, Company A and Company C operate on exchanges that have adopted the order-driven trading model, namely the Shanghai Gold Exchange and South Rare Precious Metals Exchange, where service providers act as agents and earn trading commissions only. As a result, the average effective fee rates of Company A and Company C are lower than those of Yintech, Company B and Company D.

We were the largest online provider of spot commodity trading services in China by customer trading volume in 2015, with a market share of approximately 4.0% in terms of trading volume of individual investors. We had a market share, in terms of trading volume of individual investors, of approximately 15.5% on the Tianjin Precious Metals Exchange and approximately 10.4% on the Guangdong Precious Metals Exchange, in 2015. The other leading firms are mainly dedicated trading service providers like us, except NetEase, which is an Internet and online game services provider in China listed on Nasdaq (NASDAQ:NTES). Differing from our strategy of focusing on premier customers, NetEase sets low deposit requirements for account opening and gained a large customer base with small average invested amounts in a relatively short period.

We believe our proprietary technology platform, our focus on premier customers, our comprehensive customer services and strong brand recognition in the industry, will enable us to compete effectively in the fast evolving online spot commodity trading industry in the PRC.

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BUSINESS

Overview

We are the largest online provider of spot commodity trading services in China by customer trading volume in both 2014 and 2015, according to Euromonitor. We currently facilitate the trading by individual customers of silver, gold and other precious metals and commodities on three leading exchanges, namely the Shanghai Gold Exchange, the Tianjin Precious Metals Exchange and the Guangdong Precious Metals Exchange, which were the three largest exchanges for online spot commodity trading in China in terms of trading volume in 2015, respectively. We were the largest service provider by customer trading volume on the Tianjin Precious Metals Exchange from 2012 to 2015, and the largest service provider on the Guangdong Precious Metals Exchange in the fourth quarter of 2015. We commenced our operation on the Shanghai Gold Exchange in November 2015 and our customer trading volume has been growing rapidly since then.

Online spot commodity trading recently emerged as an alternative investment product in China, with aggregate trading volume growing at a CAGR of 35.4% from 2011 to 2015 and reaching RMB29.0 trillion (US$4.5 trillion) in 2015. We believe such growth is largely attributable to the distinctive features of online spot commodity trading. Its deposit-based leverage trading method offers relatively high volatility trading opportunities which appeal to a group of individual investors. Compared with other leveraged trading products such as futures, Spot commodity trading enjoys the following benefits: (i) the underlying assets, primarily silver and gold, are more familiar to individual investors, (ii) the spot commodity contract is less complex, and (iii) its trading hours are longer and continous. Compared with China's commodity futures markets, which had an aggregate trading volume of RMB136.5 trillion (US$21.1 trillion) in 2015, the spot commodity market is still small and we believe it has strong growth potential.

We focus on premier customers and generally require each customer to deposit at least RMB100,000 (US$15,437) for account activation. Based on our experience, the total invested amount of a customer is often significantly higher. We believe this strategy helps us focus our resources on providing better services and build a base of customers with greater sophistication and risk tolerance, who are more suited to leveraged spot commodity trading. As of December 31, 2015, there were more than 50,000 customers who had opened and activated accounts with us, among which more than 24,000 had executed trades during the year ended December 31, 2015, with an aggregate trading volume of RMB659.7 billion (US$101.8 billion).

We provide our customers with comprehensive services, including account opening, investor education, market information, research, live discussion boards and real-time customer support. Most services are delivered online through our proprietary client software and call center, and we do not operate physical branches. Our client software provides not only market information and analysis, but also interactive functions including live discussion boards and instant messaging with customer service representatives, which we believe enhance our customers' engagement. Internally, we collect and analyze customer behavior and communications data from our client software, customer relationship management system and the exchanges, which allow us to better understand, attract and serve our customers.

We strive to minimize conflicts of interest with our customers, which we believe is essential for our long-term success. Under the trading rules of the three exchanges we operate on, we do not set, quote or influence the trading prices, and cannot access our customers' money. On the Tianjin Precious Metals Exchange and the Guangdong Precious Metals Exchange, we are required to serve as counterparty to our customers' trades. We entered into a risk and return transfer arrangement in 2015 to pass the risks and returns associated with such principal positions to a third party fund, which means we do not gain from our customers' losses or lose from their gains. On the Shanghai Gold Exchange, we serve as an agent and do not hold principal positions.

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We have achieved substantial growth since our commencement of operation in July 2011. Our revenues increased significantly from RMB629.9 million in 2013 to RMB1,157.8 million in 2014, and further to RMB1,245.9 million (US$192.3 million) in 2015. We recorded net income of RMB106.8 million, RMB482.0 million and RMB403.0 million (US$62.2 million) in 2013, 2014 and 2015, respectively.

Our Strengths

We believe that our success to date is largely attributable to the following competitive strengths.

Market leader with strong brand recognition

Thanks to our efficient and scalable operating model, we have a track record of becoming market leader in a relatively short period after we commenced operation on an exchange. We commenced operation on the Tianjin Precious Metals Exchange in July 2011 and our customer trading volume was the largest among all service providers on the exchange from 2012 to 2015. We expanded our operation to the Guangdong Precious Metals Exchange in August 2013 and our customer trading volume ranked, among all service providers, No. 7 in 2014, No. 3 in the first nine months of 2015 and No. 1 in the fourth quarter of 2015. Our customer trading volume on the Shanghai Gold Exchange has been growing rapidly since our recent commencement of operation on the exchange in November 2015.

As a leading online provider of spot commodity trading services, we also enjoy strong brand recognition in the industry. Based on a survey conducted by Euromonitor in early 2015, the combination of our brands, including Yin Tian Xia, Rong Jin Hui Yin and Jin Xiang Yin Rui, received the highest investor recognition in the industry. Our brand Yin Tian Xia was awarded as one of the "China's 500 Most Valuable Brands 2015" by World Brand Lab, a leading global brand evaluation institution, as the only award granted in the industry of online spot commodity trading. We believe that our leading market position and strong brand recognition has created a virtuous circle which reinforced each other, helping us to succeed in this industry.

Proprietary technology enabling efficient operations

We acquire and serve our customers mostly online and do not operate physical branches. As such, our proprietary technology infrastructure, comprising client software, CRM system and information security and data analysis capabilities, is critical to our operations. We made substantial investments in research and development. As of December 31, 2015, we had a software research and development and maintenance team of 168 employees. The total operating expenses incurred by Yin Tian Xia Technology, our PRC subsidiary responsible for building our technology infrastructure, amounted to RMB23.4 million, RMB60.7 million and RMB154.7 million (US$23.9 million) in 2013, 2014 and 2015, respectively.

Our client software provides comprehensive trading information and tools, as well as interactive functions such as live discussion boards and instant messaging with customer representatives, which we believe enhance our customers' engagement. Our CRM system allows us to efficiently manage relationships with customers and potential customers, monitor and supervise customer communications, as well as centrally manage customer information to reduce the risk of leakage or misusage. We collect customer data through our client software and CRM system, as well as from the exchanges. We have a dedicated team to analyze these data, which can help to better allocate marketing budget, identify target customers and provide tailored customer service.

We believe this integrated technology infrastructure distinguishes us from our competitors and has helped us to replicate our success on different exchanges. To maintain our technological edge, we will continue to upgrade and optimize our technology based on customer feedback and market developments.

Comprehensive and interactive customer services

We strive to continuously enhance our customers' experience through our dedicated services. According to survey conducted by Euromonitor in early 2015, we received the highest customer satisfaction rating among online providers of spot commodity trading services. We believe such recognition is mainly due to our personal approach to customer services, our high-quality content and our focus on customer interactions.

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Personal approach:     As of December 31, 2015, we had a dedicated customer service team of approximately 421 professional personnel that provides real-time customer support in all phases of their trading. Thanks to the various customer data accessible through our CRM system, the team is able to provide tailored and informed services to our customers and enhance their experience with us.

High quality content:     As of December 31, 2015, we had a professional research team consisting of 27 members who possess various qualifications in securities, futures and commodities trading. The team's work has been published on several leading journals. The team provides research reports, online lectures and live market commentaries to our customers to assist their decision making.

Customer interactions:     We encourage our customers to interact with our customer representatives as well as among themselves through the live discussion boards in our client software, website and social media tools. We believe such interactions enhance our customers' engagement and experience.

Prudent risk management system

We have established rigorous risk management policies and practices as we believe that risk management is crucial to the success of our business. We mainly focus on three types of risks: trading-related risks, operational risks and information security risks.

Trading-related risks:     We face liquidation risks and market risks for our operation on the Tianjin Precious Metals Exchange and the Guangdong Precious Metals Exchange. Please see detailed description of such risks under "Business — Risk Management — Trading Related Risks." To reduce liquidation risks, we set a series of prudent internal policies and rules, including detailed funding and withdrawal procedures, that are strictly implemented by our risk control trading center. To minimize our market risks, in 2015, we entered into a risk and return transfer arrangement with a third party fund, under which our trading gains and losses on these two exchanges will be transferred to the fund.

Operational risks:     We are exposed to operational risks for various aspects of our business and we formulated comprehensive internal policies to manage the risks related to four key business processes: marketing, customer development, research publication and customer service. Our compliance department reviews all promotion materials, advertisement, as well as research materials before publication, to avoid disclosure of misleading or inaccurate information. We monitor the interactions between our sales and potential customers, and between our customer representatives and customers, by screening recorded conversations using our automatic speech recognition system and spot checks.

Information security risks:     We have set up a comprehensive information security system to safeguard our customers' information and our proprietary data. We received ISO27001 certification issued by British Standards Institution, the world's largest certification organization, in recognition of such system.

Experienced management team

Our founders and members of our senior management team have significant experience in financial service and information technology industries, and possess valuable know-how in spot commodity trading services. Our core management is able to efficiently manage a team of over 1,800 employees and keep them coordinated and incentivized. In addition, we have a competent team of core staff covering many critical aspects of our business, including marketing and brand management, risk management, software development and human resources. We also strive to cultivate talents and build a multilevel high-quality talent pool. We have invested a significant amount of resources in training and professional development programs for our employees.

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Our Strategies

We strive to build an online investment service platform that is highly trusted by individual investors. To achieve this objective, we plan to implement the following strategies:

Strengthen our brand and market position

Currently, the spot commodity trading service market in China is characterized by high growth potential, limited operating history and high fragmentation. Going forward, we believe that individual customers will be gradually attracted to leading service providers with strong brand recognition, good reputation and high standards of customer service, and as a result, market concentration will increase.

To seize this opportunity, we plan to further strengthen our branding efforts so that more people will learn about spot commodity trading, our services and reputation. We are also committed to becoming a major driving force for higher industry standards in terms of research, services and employee professional qualifications. We believe this will expand the customer base of our industry, as well as strengthen our market leading position.

Introduce new investment products

Prior to November 2015, we mainly provided services for the spot trading of silver and other commodities on the Tianjin Precious Metals Exchange and the Guangdong Precious Metals Exchange. We have recently expanded our services to cover the trading of gold on the Shanghai Gold Exchange, which is the only exchange permitted to conduct spot trading of gold in China.

We plan to further expand our product offerings to other commodities and exotic trading products such as collectible stamps, banknotes and coins, to the extent in compliance with applicable laws and regulations. Trading model for these collectible items is similar to that of equities, in that it offers long and, in rare cases, short (through selling a borrowed asset) trading opportunities generally without leverage. The underlying physical assets such as stamps are centrally deposited with exchanges and property titles to these assets are traded electronically on exchanges' trading systems.

Furthermore, as foreign exchange trading shares many features with the spot commodity trading (e.g., long and short trading directions, deposit-based and with leverage), as part of our long-term plan, we intend to provide foreign exchange trading services to our customers when such business becomes feasible under China's regulatory regime. We also seek to diversify from trading-oriented products and to venture into wealth management advisory services in the future.

Develop mini-account business

We currently focus on premier customers. With the emergence of mobile Internet, we see an opportunity on the opposite end of the market, namely the mini-accounts. These are accounts with minimum deposit requirements as low as RMB10 and sometimes with a cap (e.g., RMB1,000) on total invested amount. With small amounts involved, it can be used as an investor education tool or even entertainment.

We believe that our technological capabilities and our understanding of the trading product and target customers accumulated through our existing business position us well to capture this opportunity. We intend to utilize the mobile Internet to acquire a large number of "long-tail" customers with relatively low cost and provide most services in an automated manner, thus achieving economies of scale. In March 2016, we acquired 70% equity interest in Da Xiang, a company focusing on providing online spot commodity trading services to mini-account customers. Da Xiang, through its designated mobile application (Wei Pan Bao), serves customer accounts with a minimum investment threshold of RMB8.0 (US$1.2). The mini-account business will not directly compete with our existing business and some of the mini-account customers could upgrade to become our premier customers, hence benefiting our existing business.

Selectively explore acquisition opportunities

We believe that the spot commodity trading service market in China is still in its early stage of development. As part of our competitive strategy, we may consider acquiring peer firms with distinctive

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advantages complementary to ours in order to strengthen our market position. Moreover, the broader Internet finance market in China has presented many business opportunities. We will selectively and cautiously explore acquisition opportunities, with a view to diversify and enhance our overall business profile as well as to create synergies and generate financial returns.

Continue to attract, cultivate and retain talent

We rely on our management team and employees to serve our customers and implement our growth strategies. Hence, attracting, cultivating and retaining talent has been, and will remain, critical to our success. We plan to continue to attract and retain highly skilled personnel, particularly the technology and research professionals, and further strengthen our corporate culture by continuing to invest in employee training and other professional development programs. We will continue to provide our employees with growth opportunities, performance-based incentives linked to individual contributions and our operational results and other benefits to align employees' interests with those of our shareholders.

The Commodity Exchange Systems We Operate On

According to Euromonitor, there are two major trading models adopted by online spot commodity exchanges in China: the "order-driven" trading model and the "quote-driven" trading model. The Tianjin Precious Metals Exchange and the Guangdong Precious Metals Exchange have adopted substantially the same "quote-driven" model. Under this trading model, a price quoter, which could be the exchange or a trading participant, provides price quotations to buy or sell certain commodity, and other trading participants can choose to trade at the quoted price. On the other hand, the Shanghai Gold Exchange has adopted the "order-driven" model. Under the order-driven trading model, a trading participant submits orders to buy or sell certain commodity with specified price and quantity, which will be matched with other participants' orders to sell or buy, and the trade will be executed through the exchange's trading system. Besides setting the trading models and rules, each exchange also keeps trading records, maintains technology infrastructure, conducts bookkeeping and gives clearing instructions. Each exchange supervises its members and members' customers, including review qualification and grant approval for trading, and oversees the overall risk management of its exchange system.

Trading Model of the Tianjin Precious Metals Exchange and the Guangdong Precious Metals Exchange

Trading participants on the Tianjin Precious Metals Exchange and the Guangdong Precious Metals Exchange mainly include individual and institutional customers, comprehensive members and special members. The exchange quotes trading prices with reference to the prices from relevant international and domestic commodities markets, and the trading prices are made known to trading participants in real time. The prices quoted by the exchange are the only prices used for trading purposes by the trading participants. An individual customer can only initiate trades with a comprehensive member with which he or she has a trading account. A comprehensive member must unconditionally accept such trading orders placed with it and serve as the counterparty to the customer's trades. A comprehensive member may initiate trades with its contracted special member, which is usually assigned by the exchange, for risk management or proprietary trading purposes. The special member must unconditionally accept such trading orders from the comprehensive member and serve as the counterparty to such trades. If a special member is unable to accept such trading orders due to liquidity insufficiency, the exchange will transfer the orders to other special members. As of December 31, 2015, there were a total of 106 and 71 comprehensive members on the Tianjin Precious Metals Exchange and the Guangdong Precious Metals Exchange, respectively, and there were only a handful of special members on each of these two exchanges.

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The following diagram illustrates the trading model currently adopted by the Tianjin Precious Metals Exchange and the Guangdong Precious Metals Exchange and the main participants on these exchanges:

GRAPHIC


(1)
We are a comprehensive member on both exchanges, and the vast majority of our customers are individual customers.

Trading Model of the Shanghai Gold Exchange

Trading participants on the Shanghai Gold Exchange mainly include individual and institutional customers, financial members, comprehensive members and proprietary members. Trading participants may submit orders to buy or sell certain commodity with specified price and quantity, which will be matched with other participants' orders to sell or buy such commodity, and the trade is executed via the exchange's trading system. The proprietary member is only allowed to conduct proprietary trading, while the comprehensive member and financial member are allowed to conduct proprietary trading and agent business for institutional customers. In addition, a financial member could also conduct agent business for individual customers. A financial member may use agents to develop and service customers. We are such an agent of a financial member. As of December 31, 2015, there were a total of 26 financial members on the exchange, among which 23 members are commercial banks, two members are state-owned banknote and coin printing and minting companies and one member is a clearing organization established with governmental approval.

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The following diagram illustrates the trading model currently adopted by the Shanghai Gold Exchange and the main participants on the exchange:

GRAPHIC


(1)
We are an agent for a financial member, Shenzhen Financial Electronic Settlement Center Co., Ltd., on the exchange and all our customers are individual customers.

Deposit and Cash Settlement

The exchanges typically designate one or more banks to serve as depositaries for all trading participants. The exchanges open their segregated deposit accounts and enter into custodian arrangements with such designated banks for fund deposit and withdraw made by its members or members' customers. For the Tianjin Precious Metals Exchange and the Guangdong Precious Metals Exchange, a member or a customer is required to enter into a tri-party depositary service agreement with the exchange and the designated bank, pursuant to which the bank will then set up a sub-account under the exchange's deposit account for such member or customer. For the Shanghai Gold Exchange, a member will enter into a tri-party depositary service agreement with each of its customers and the designated bank, pursuant to which the customers' accounts will be set up under such member's account, instead of under the exchange's account. For all three exchanges, all customers' and members' sub-accounts are segregated from each other and could only be freely withdrawn or funded by the corresponding member or customer, subject to the minimum deposit requirement.

Cash settlement is carried out on a "mark-to-market" basis by the deposit banks according to clearing instructions from the exchanges during settlement hours of each trading day. If a customer opens and closes a position on the same day, the profit or loss minus fees and expenses will be credited or debited to the customer's deposit account. If a position is left open until the next trading day, any profit or loss resulting from holding such position during this trading day will be credited or debited to the deposit account, as if the position had been closed on such day, and immediately reopened on the following day (with no fees or expenses charged to the customer) at the end of this trading day.

A customer can also request physical settlement of a trade by taking delivery of the underlying commodity. In such a situation, the customer is required to fully fund his or her position to buy or deliver the physical commodity in a sale order before settlement takes place. There are additional fees associated with the physical settlement process, such as tax, warehousing, shipping expenses and inspection charges. In our experience, customers very rarely make physical settlement requests.

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Main Trading Rules for Individual Customers

Trading Position

A customer can enter into either a long position, i.e., purchase of a commodity with the expectation that price of the commodity will increase, or a short position, i.e., sale of a commodity with the expectation that price of the commodity will decrease. There is no expiration date for a particular position. For risk management purposes, the exchanges also set limits on the size of single trade order and the size of aggregate open positions which vary by commodity types and exchanges. An individual customer cannot execute a single order that is beyond the pre-set size limit and once his or her aggregate open positions reach the pre-set size limit, he or she cannot enter into new positions.

Leverage and Deposit

The exchanges have adopted a deposit-based leveraged trading system. Leverage allows a customer to use a small amount of capital, i.e., the trading deposit, as a lever to gain exposure to a larger quantity of the underlying commodity without the actual ownership of the underlying commodity.

Under this system, a customer is only required to have a certain level of deposit in his or her trading deposit account in order to enter into a position, and is not required to fully fund the position. The required deposit, or minimum deposit, can be calculated as the notional value of the position divided by the maximum leverage ratio set by the exchange, which depends on, among other things, commodity types and customer investment amount. The minimum deposit required cannot be withdrawn from the trading deposit account or used for other positions until the particular position is closed. For example, if a customer intends to take a position with notional value of RMB100,000 (US$15,437) and the applicable maximum leverage ratio is 10:1, he or she needs to have a minimum deposit of RMB10,000 (US$1,544) before taking such a position.

Equity and Liquidation

Once a position is established, the price movement of the underlying commodity will affect the value of the customer's account, or "equity." Generally, for any trading participant, equity is the net aggregate of its deposits, withdrawals, closed and open positions. It is made known to the trading participant through the exchange's online trading platform in real time. To mitigate the risk of "negative equity," i.e., a trading participant having an insufficient deposit to cover its loss and hence may default, the exchanges have adopted a mandatory liquidation mechanism that liquidates all positions of a trading participant if its equity falls below a certain level.

On the Tianjin Precious Metals Exchange and the Guangdong Precious Metals Exchange, for an individual customer, when the customer's equity falls below 50% of the aggregate minimum deposit required for all open positions, mandatory liquidation occurs immediately to all of the customer's positions. In addition, if a customer's equity falls below 100% of the aggregate minimum deposit required, he or she cannot withdraw cash from the trading deposit account or take on any new position. On the Shanghai Gold Exchange, for an individual customer, when the customer's equity falls below 100% of the aggregate minimum deposit required for all open positions, mandatory liquidation occurs on the next day starting from the customer's largest position to the smallest position until the minimum deposit requirement is met. On each of the three exchanges, a trading participant can monitor its equity in real time and replenish its trading deposit account as needed.

Trading participants other than individual customers, including comprehensive members, special members and proprietary members, are also required by the exchanges to maintain certain levels of deposit, and will face liquidation if their equity falls below a level set by the relevant exchanges. We are currently a comprehensive member of the Tianjin Precious Metals Exchange and the Guangdong Precious Metals Exchange, and for more details on our deposit requirement and liquidation risk, please see "— Risk Management — Trading Related Risks — Liquidation Risks."

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The following table summarizes the major trading rules for individual customers of the three exchanges we operate on.


 
  Tianjin Precious Metals
Exchange
  Guangdong
Precious Metals
Exchange
  Shanghai Gold
Exchange

Commodity type

  Silver, palladium, platinum, nickel, copper and aluminum   Silver, palladium and platinum   Gold, silver and platinum

Trading direction

  Long or short   Long or short   Long or short

Mandatory liquidation

  Mandatory liquidation of all positions if equity falls below 50% of minimum deposit required   Mandatory liquidation of all positions if equity falls below 50% of minimum deposit required   Mandatory liquidation on the next day if equity falls below 100% of minimum deposit required, and from largest position to smallest position until the minimum deposit requirement is met

Trading hours

  Generally Monday
08:00 - 04:00 next day, Tuesday to Friday 07:00 - 04:00 next day
  Generally Monday
08:00 - 04:00 next day, Tuesday to Friday 07:00 - 04:00 next day
  Generally Monday - Friday 09:00 - 11:30, 13:30 - 15:30 and 20:00 - 02:30 next day

Maximum leverage ratio

  Depends on commodity type and investment amount, ranging from 12.5:1 to 20:1   Depends on commodity type and investment amount, ranging from 5:1 to 33:1   Depends on commodity type and investment amount, ranging from 11.1:1 to 16.7:1

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Our Business Model

Our business process can be generally divided into three stages: marketing, customer development and customer service, all of which are supported by our technology infrastructure. The following diagram illustrates this process:

GRAPHIC

Marketing:     We conduct brand promotion and precision marketing to attract potential customers through both online and traditional marketing channels. Interested persons who contact us and leave their contact information with us become our potential customers. We also promote our client software through various websites and app stores. Guest version of our software is free to download and use. Through simple online registration, people get free access to the user version of our client software and become our potential customers. We do not conduct cold calls.

Customer development:     Our customer representatives interact with potential customers regarding online spot commodity trading, our client software and services through call, text message and instant messaging function in our client software. Our representatives begin building relationships with our customers in anticipation that they will open trading accounts with us.

Customer service:     A potential customer who opens and activates a trading account with us becomes our customer. We provide more services to customers compared with potential customers, including free usage of the customer version of the client software which has richer features, as well as access to more comprehensive research reports and technical analysis tools.

Our Customers

We currently focus on premier individual customers and generally require each customer to deposit at least RMB100,000 (US$15,437) for account activation. As of December 31, 2015, on average each customer had invested a principal amount of over RMB200,000 (US$30,875), calculated as the highest net deposit amount (deposits minus withdrawals) since account activation. We believe that these customers are generally more sophisticated investors with higher risk-bearing ability, and we could concentrate on providing them with comprehensive and tailored services.

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Our customers could open and activate trading accounts with us online in an easy and user-friendly manner. After filling in basic personal information in our application form, a customer could link his or her personal bank account to his or her trading deposit account, which is an independent depository account under the exchange's (for the Tianjin Precious Metals Exchange and the Guangdong Precious Metals Exchange) or financial member's (for the Shanghai Gold Exchange) account. We cannot access our customers' money, but as a comprehensive member, we can monitor their trading activities and account balances in real time through the exchanges' information system. Customers could freely withdraw funds from their accounts so long as the minimum deposit requirements for their trading positions are met. After a trading account is activated, it becomes a "tradable" account and will remain tradable until the account is closed. We define "active" accounts as tradable accounts that have executed at least one trade during a relevant period.

We believe that the growth of tradable accounts and active accounts, combined with our strategy to focus on premier customers, contributed to the significant growth of our customer trading volume historically. As we gradually diversify our business, our customer base and customer trading volume on Guangdong Precious Metals Exchange and Shanghai Gold Exchange have grown rapidly. The tables below set forth the tradable accounts as of the dates indicated and active accounts and total customer trading volume for the periods indicated:


 
  As of December 31,  
 
  2013   2014   2015  

Tradable Accounts

                   

Tianjin Precious Metals Exchange

    18,945     30,262     38,604  

Guangdong Precious Metals Exchange

    704     3,641     11,567  

Shanghai Gold Exchange

            427  

Total

    19,649     33,903     50,598  




 
  For the Year Ended December 31,  
 
  2013   2014   2015  

Active Accounts

                       

Tianjin Precious Metals Exchange

    13,700     17,339     15,679  

Guangdong Precious Metals Exchange

    635     2,991       8,405  

Shanghai Gold Exchange

                  369  
               

Total

    14,335     20,330     24,453  
               

Customer Trading Volume

                       

(in millions)

    RMB     RMB     RMB   US$  

Tianjin Precious Metals Exchange

    367,969     563,737     412,591   63,693  

Guangdong Precious Metals Exchange

    5,820     59,677     244,433   37,734  

Shanghai Gold Exchange

            2,685   414  

Total

    373,789     623,414     659,709   101,842  

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As part of our efforts to expand our potential customer base in the mass market, in March 2016, we acquired 70% equity interest in Da Xiang, a company focusing on providing online spot commodity trading services to mini-account customers, for a total consideration of RMB7.0 million (US$1.1 million). Da Xiang, through its designated mobile application (Wei Pan Bao), provides its customers the opportunity to trade spot commodities with a minimum investment threshold of RMB8.0 (US$1.2). We expect this acquisition will help us further develop and attract mini-account customers.

Sales and Marketing

Marketing

Our marketing activities include promoting our brand recognition, attracting new customers through targeted marketing and promoting our client software, which has a broader reach of users who might become our potential customers.

We employ both online and traditional marketing channels, including:

We focus on investing in cost-effective marketing initiatives and continuously evaluate the effectiveness of various marketing channels to optimize the allocation of our marketing spending. We incurred advertising expenses of RMB124.8 million, RMB179.9 million and RMB221.9 million (US$34.2 million) for the years ended December 31, 2013, 2014 and 2015, respectively, accounting for 19.8%, 15.5% and 17.8% of total revenues for the same periods.

Customer Development

Our potential customers could initiate contact with us through call, text message and online instant message, as well as through software downloads and online registration. Our representatives generally follow up with potential customers to respond to their questions regarding online spot commodity trading and our software and services. Our representatives begin building relationships with our customers in anticipation that they will open trading accounts with us.

We use data mining to identify potential customers who are more likely to open trading accounts with us than others. We do so through an analysis of communications history and software usage records, thus improving the effectiveness of our customer development. For instance, based on our analysis, active users of our software are more likely to open a trading account with us than those who do not use our software. We have detailed internal rules regulating the conduct of our customer representatives. We also provide them with mandatory training to ensure the quality of their services. Our internal compliance team also uses our CRM system to monitor communications between our customer representatives and potential customers.

From 2013 to June 2014, we worked with certain sales agent companies selectively to develop customers on and only on the Tianjin Precious Metals Exchange. To better manage and to improve the cost-efficiency of customer development, we ceased such cooperation with sales agent companies in June 2014, and we have been developing customers on our own since then.

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Our Services

We provide the following services to our customers.

Investor Education

We believe that investor education is critical in preparing potential customers for spot commodity trading. We have developed a set of educational programs designed to target customers with a variety of experience levels and investment preferences. Our education programs include basic rules and processes of online spot commodity trading, fundamental analysis methods and technical analysis methods. We provide a simulated trading function through our client software for customers and potential customers, enabling them to experience real-life trading processes without committing any capital or assuming any risks. We offer online lectures covering a variety of topics. Most of our educational resources are easily accessible through PC and APP versions of our client software. Certain materials are also available on our websites.

Market Information Provision

We provide comprehensive market information to our customers, including real-time price quotes from various exchanges and international markets, technical indicators, commodity market news and macroeconomic data and news. Market information is accessible by our customers and potential customers through PC and APP versions of our client software.

Research

We have a professional research team at our in-house research institute through which we provide research support services to our customers. Our research staff members possess various professional qualifications in securities, futures and commodity trading. Our research services include research reports, online lectures, live market commentaries and quantitative analysis. Our research reports include daily, monthly and special event reports. Our research personnel give live market commentary during trading hours, which can be accessed via PC and APP versions of our client software in text or video format. Our research team also develops various quantitative analysis models that can be used by our customers through our client software.

Historically, we outsourced research services to a related external company. We terminated such arrangement in November 2013, and since then, we have provided research services in-house.

Live Discussion Boards

Our client software not only provides market information and investor education to users, but also provides live discussion boards for the users to communicate with our research personnel and among themselves, with respect to market trends, investment opportunities and other related topics. For the year ended December 31, 2014 and 2015, we had an average of approximately 5,000 and 12,000 users, respectively, who participated in the discussions, either by making a post or raising a question, each month, respectively.

Customer Support

We are committed to providing high-quality customer support. Most of our services, including investor education, market information provision and research support services, are accessible through our client software, which we believe provides a positive experience for our customers due to its user-friendliness and easy access. Besides our client software, we have a dedicated team of customer service personnel that handles real-time customer inquiries about our software, market news and research reports, and other questions, via call, text message and online instant message. We request that all our customer representatives conduct customer communications via our communication system that is closely monitored by us. We also provide telephone order processing services during trading hours, allowing our customers to place their trading orders via telephone.

In addition, we receive customer complaints from time to time. To ensure that reasonable complaints made by each customer are adequately addressed and for risk management purposes, we have established a customer complaint department at our customer service center. For a complaint received, our customer compliant officer will first confirm details of the complaint with the customer and then verify the facts with

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the relevant department. Based on our verification results and our internal policy, we seek to resolve complaints through discussions with the customer. The complaint and our response are recorded in the CRM system, and feedback is also provided to relevant departments. We also report complaints to the compliance department, which will check for noncompliance and advise the relevant department to take rectification measures, if necessary.

Technology Infrastructure

The client software and the CRM system comprise our core technology infrastructure and enable us to move each key phase of our business operation online. We received the "certified software enterprise and registered software products" qualification from the Shanghai Municipal Commission of Economy and Informatization in April 2013, and received ISO9001 certification for software development in June 2014, ISO20000 certification for IT service operation and maintenance in December 2014 and ISO27001 certification for information security management in December 2014. We made substantial investments in R&D. As of December 31, 2015, we had a software research and development and maintenance team of 168 employees. The total operating expenses incurred by Yin Tian Xia Technology, our PRC subsidiary responsible for building our technology infrastructure, amounted to RMB23.4 million, RMB60.7 million and RMB154.7 million (US$23.9 million) in 2013, 2014 and 2015, respectively.

Client Software

While many of our competitors use third-party software to deliver such services, we have developed a proprietary client software to address our customers' needs. Through our client software, we provide customers with timely and comprehensive market information, investor education programs, simulated trading, research reports, live market commentary, quantitative analysis tools and interactive customer support functions. We operate three versions of our client software, and each version has a different level of functionalities. The guest version has limited functions and is free to download. The user version has more functions and can be used by our potential customers for free. The customer version has the most functions and is available to our tradable customers for free. As of the date of this prospectus, our customers could directly place trades on the Tianjin Precious Metals Exchange through our client software, and we are working to connect our client software to the trading system of the Guangdong Precious Metals Exchange, which we believe will further enhance our customers' trading experience. Currently our customers on the Shanghai Gold Exchange need to use the exchange's software for trading, and we are working to add such function to our client software.

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Since early 2013, both the PC and APP versions of our client software have gained popularity among users. The following table summarizes the average number of monthly active users, who have logged onto our client software in a given month, of the PC and APP versions of our client software for the periods indicated:


 
  For the Year Ended December 31,  
 
  2013   2014   2015  

Average Monthly Active Users

                   

PC (1)

    36,209     51,017     81,616  

APP (2)

    20,214     108,738     260,418  

Total (3)

    47,130     152,740     326,868  

(1)
A PC user is identified by the IP address. If a user has logged onto our client software for multiple times in a given month, he or she is counted as only one active PC user.

(2)
An APP user is identified by a unique serial number of a guest user's mobile device and by a registered user's ID. If a user has logged onto our client software for multiple times in a given month, he or she is counted as only one active APP user.

(3)
The total amount of monthly active users includes guest users and registered users. For a registered user who has logged onto our client software through both APP and PC in a given month with its registration ID, the overlapping data is removed from the total amount. However, we are not able to do so for guest user data.

We believe that in-house development of our client software can shorten development cycles and improve usability of our software based on continuous customer feedback, and therefore differentiate us from our competitors.

CRM System

Our CRM system is the core IT system for customer development and customer services. Our CRM system allows us to centrally manage relationships with customers and potential customers, monitor and supervise customer communications conducted via calls, text messages and online instant messages, as well as collect and analyze customer data. Our CRM system allows us to manage customer relationships in the following ways:

Customer communication platform.     Our CRM system is integrated with our call center, online instant message and text message platform, which enables customer representatives to engage in dial-in and dial-out communications and online chats with our customers, and sends out personalized SMS for promotion and other notices.

Customer relationship management.     Our CRM system also facilitates the categorization of customers and potential customers, the management of account opening procedures, account status, rebate arrangement, collection of customer complaints and advice, as well as other customer activities. Through our CRM system, our customer representatives can access customers' communication history with us, their software usage records and trading records. Such background information can help them communicate in more effective ways with our customers and potential customers.

Monitoring.     All customer communications through our CRM system are recorded, including calls, text messages and online instant messages. Our compliance department conducts spot checks of our customer communications on a daily basis for any behavior that is noncompliant with our internal policies and for any irregularities. We also recently installed an automatic speech recognition system to monitor calls with customers and identify any noncompliance or irregularities. These recordings and narratives may also be used for training and quality control purposes.

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Internal information distribution.     Our CRM system distributes internally generated information, such as market information, research reports, new commodity trading products, promotional information and compliance notices, to our customer representatives, which enables us to provide high-quality customer services and to maintain a consistent connection with our customers.

Human resource management:     Our CRM system improves our efficiency by facilitating the allocation of existing and potential customers to our customer representatives. We can also monitor and evaluate the performance of each customer representative using data compiled by our CRM system such as the number of customers developed and the number of customer inquiries answered by each customer representative.

Our Focus on Utilizing Data Assets

We collect data through our client software and CRM system. Through our client software, we are able to collect data with regard to users' usage history, including log-on/off time, duration of each log-on and users' activities during each log-on session, such as watching investor education programs, participating in online discussion board and performing simulated trading. Through our CRM system, we can collect data about a customer's or a potential customer's communication history with us, including recorded calls between the customer and our customer representatives, duration and content of each call, text messages and online instant message records. We also obtain customers' trading records from the exchanges. All of these collected data become our data assets. Our customer representatives can access most of this data through our CRM system. We also have a dedicated team to analyze this data.

We believe that collection and analysis of our data assets enhance our operational efficiency and improve our business in many ways. Our data assets enable us to accurately evaluate the effectiveness of different marketing channels and, consequently, to more efficiently allocate our marketing budget. Through analysis of data on software usage, individual information and communication records, we can more accurately identify potential customers who have a high interest in opening a trading account with us and thus improve the efficiency of our customer development activities. Through our CRM system, our customer representatives can access customer-specific data, including software usage history, communication history with us and trading records, which make it easier for us to provide informed services to individual customers and enhance their experience with us.

Reliability and Business Continuity

Our client software runs on reliable hardware and software technologies with primary and back-up facilities hosted at two separate geographic locations in Shanghai and Beijing, respectively. In addition, both servers are located in advanced outsourced data centers with full business continuity features, including redundancy for power, telecommunications connections and daily monitoring.

We also maintain formal business continuity policies and practices aimed at ensuring rapid recovery from any business or trade interruptions. We rank each of our services according to the risks associated with potential interruptions and have also established business recovery time objectives for our services. We regularly review and test our recovery plans and controls to ensure the effectiveness of such plans and controls in meeting our business needs.

Risk Management

We have established rigorous risk management policies and practices as we believe that risk management is crucial to the success of our business. We mainly focus on three types of risks: trading-related risks, operational risks and information security risks.

Trading Related Risks

Our risk control trading center is responsible for the day-to-day management of trading related risks and its primary objective is to monitor the following: (i) equity and risk ratio of our own trading deposit accounts with the Tianjin Precious Metals Exchange and the Guangdong Precious Metals Exchange, (ii) our customers' equity levels and any abnormal trading activities through the exchanges' information system and

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(iii) abnormal price movements and trading system errors. The risk control trading center operates in three shifts with 24-hour coverage in order to ensure continuous monitoring during the trading hours of the exchanges.

Liquidation Risks

The Tianjin Precious Metals Exchange and the Guangdong Precious Metals Exchange impose minimum trading deposit requirements on comprehensive members for risk management purposes. Such minimum trading deposit are calculated as a fixed percentage of the aggregate trading deposits of a comprehensive member's customers. Currently, the applicable percentage is 16.7% for both of the exchanges. By the end of each trading day, if a comprehensive member's equity falls below the minimum deposit requirement, it needs to replenish its deposit account to above such minimum level generally by the end of the next trading day. In addition, if during trading hours, a comprehensive member's "risk ratio," defined as real-time equity divided by the ending equity of the previous trading day, falls below 30%, the exchange will immediately liquidate all its positions. Then, the special member contracted by the comprehensive member will temporarily act as the counterparty to the trades placed by the comprehensive member's customers, until the comprehensive member meets the minimum deposit requirement again. As a consequence of such mandatory liquidation, we will generally lose all the spread fees and overnight fees associated with the transferred positions to the special member until we replenish our deposit above the minimum level. As an agent, we are not required by the Shanghai Gold Exchange to place any deposits.

Our deposit management goal is to ensure our compliance with the requirements of the exchanges and enhance our capital usage efficiency, which is to prevent any mandatory liquidation while at the same time to avoid any waste of capital as a result of having an excessive level of deposits. We achieve the above goals through a series of internal policies and procedures, including funding and withdrawal rules. We generally maintain a level of trading deposits higher than the minimum level required by the exchanges, which reduces the risk that the exchanges may liquidate our positions as a result of sudden price fluctuations.

Market Risks

We are exposed to market risks related to the fluctuation of the prices of the underlying commodities when we act as counterparty to our customers' trades on the Tianjin Precious Metals Exchange and the Guangdong Precious Metals Exchange. From January 1, 2013 to December 31, 2015, in a total of 754 trading days, the largest daily loss we incurred from such principal positions was RMB37.1 million and the largest monthly loss we incurred was RMB63.8 million. Historically, we formulated and implemented prudent risk management policies and hedged the market risks associated with our principal positions through special members on these two exchanges and through the Shanghai Futures Exchange.

In order to reduce our exposure to market risks, in 2015, three of our PRC subsidiaries operating on the Tianjin Precious Metals Exchange or the Guangdong Precious Metals Exchange entered into a risk and return transfer arrangement with Pan Hou Wei Ran — PHC Commodity Equity Interest Swap Fund No. 1, a third party fund. Such arrangement has taken effect since August 23, 2015 with an initial term of five years. Pursuant to such arrangement, the trading gains and losses resulting from our principal positions on the Tianjin Precious Metals Exchange and the Guangdong Precious Metals Exchange are transferred to such fund, thus reducing our market risk exposure to commodity price movements volatility. Other than assuming such trading gains and losses, the fund is only allowed to hold cash and highly liquid cash management products.

We also entered into an execution guarantee agreement with such fund, as part of the risk and return transfer arrangement, pursuant to which the fund is required to maintain a net asset value of not less than 100% of the aggregate minimum deposits we need to place with the two exchanges. The net asset value of the fund mainly consists of three components: cash, highly liquid cash management products and amounts receivable by the fund pursuant to the risk and return transfer arrangement. The last component is accrued on a daily basis and settled on a monthly basis. The fund is also required to send us a daily report on its net asset value. If net asset value of the fund falls below 70% of the total minimum deposit requirements

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of the two exchanges, the fund has a contractual obligation to restore its net asset value to 100% of the total minimum deposit requirements by requesting its investors to inject additional capital in cash. If net asset value of the fund exceeds 120% of the total minimum deposit requirements, the fund has the right to distribute any excess cash from such account to its investors. If the net asset value of the fund falls below 10% of the total minimum deposit requirements on any given day, each of the fund and us is entitled to terminate the agreement and demand settlement immediately. As of December 31, 2015, the net asset of value of such fund was RMB245.5 million (US$37.9 million), which met the minimum deposit requirement for such date.

Also pursuant to the agreement, any withdrawal or transfer from the fund's bank account requires joint approval from us and the fund. We shall approve withdrawals and transfers in compliance with the agreement, such as distributions when net asset value exceeds 120% of the total minimum deposit requirements or investment in highly liquid cash management products, but would have the ability to block any withdrawal or transfer outside the agreed scope, which we believe reduces our credit exposure to the fund as a protective measure.

Operational Risks

We are exposed to operational risks for various aspects of our business and we have formulated a series of internal procedures focusing on the risks of four key business areas. First, for advertisement, all promotion materials, webpages, information and media programs for public advertisement are reviewed by the compliance department before publication. Second, for customer development, we conduct spot checks on the audio recordings of customer development calls made by our customer representatives for any noncompliance or irregularities, and our automatic speech recognition system further facilitates such internal screening. Third, all our published research reports contain prominent disclaimers, and our research institute and compliance department will review all research reports before publication, in order to prevent the disclosure of any misleading or inaccurate information or other potential risks. Fourth, for customer service, we monitor the interactions of our customer representatives with customers through our automatic speech recognition system and through conducting spot checks on recorded conversations with customers for any noncompliance. All customer-facing employees receive compliance training upon joining us and we also provide ad hoc compliance trainings on various compliance matters to all employees. In addition, we have also established an internal whistleblower system for all employees to report any violation to the compliance department on an anonymous basis.

Information Security Risks

Secure access to our customers' information and other confidential information is paramount to our business success and we are exposed to the risks that such information may be leaked or misused. We maintain strict internal practices, procedures and controls, such as providing different levels of access rights, which enable us to better protect our customers' sensitive information (including ID card number, telephone number and other personal data). We deploy advanced firewall technologies to restrict inappropriate access to our hosting facilities. Access to our information systems is granted to our internal users on an as-needed basis. Our in-house information security team monitors our websites and critical servers 24/7. We use hardware security machines to encrypt sensitive customer information in our CRM system. We received ISO27001 certification issued by British Standards Institution, the world's largest certification organization, in recognition of our information security system.

Competition

The online spot commodity trading market is highly competitive and fragmented for trading service providers like us. As of December 31, 2015, there were over 1,000 active trading service providers that operate on over 350 exchanges nationwide. The trading service providers compete with each other for customers and trading volume based on factors including brand, technology, research and customer services.

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According to Euromonitor, we were the largest online provider of spot commodity trading services in China by customer trading volume in 2015, with a market share of approximately 4.0% in terms of trading volume of individual investors. We had a market share, in terms of trading volume of individual investors, of approximately 15.5% on the Tianjin Precious Metals Exchange and approximately 10.4% on the Guangdong Precious Metals Exchange, in 2015. Our customer trading volume on Tianjin Precious Metals Exchange was the largest among all service providers on the exchange from 2012 to 2015. Our customer trading volume on Guangdong Precious Metals Exchange ranked, among all service providers, No. 7 in 2014, No. 3 in the first nine months of 2015 and No. 1 in the fourth quarter of 2015. Our customer trading volume on the Shanghai Gold Exchange has been growing rapidly since our recent commencement of operation on the exchange in November 2015.

In addition, there are also over 20 commercial banks operating as financial members on the Shanghai Gold Exchange, through which individual customers can open accounts and trade gold and other precious metals on that exchange. However, we believe that in most cases, these banks only offer a trading channel to their existing customers as part of their overall banking package and do not provide specialized services for spot commodity trading. Recently, attracted by a booming online spot commodity trading market, certain Internet companies such as NetEase, Inc., also launched a spot commodity trading service. Differing from our strategy of focusing on premier customers, NetEase sets low deposit requirements for account opening and gained a large customer base with small average invested amounts in a relatively short period.

Although some of our competitors may have greater financial resources or a larger customer bases than we do, we believe that our proprietary technology platform, our focus on premier customers, our comprehensive customer services and strong brand recognition in the industry, will enable us to compete effectively in the fast evolving online spot commodity trading industry in the PRC.

Employees

We rely on our management team and employees to serve our customers and implement our growth strategies. Hence, attracting, cultivating and retaining talent has been, and will remain, critical to our success. We intend to accomplish this through providing our employees with growth opportunities, performance-based incentives linked to individual contributions and our operational results as well as by placing an emphasis on employee training and career development.

As of December 31, 2015, we had a total of 1,891 employees, who were all full-time employees. The following table sets out the total number of our employees by function as of December 31, 2015:


 
  As of December 31,
2015
 
 
  Number   % of Total
Employees
 

Technology

    168     9 %

Research

    27     1 %

Customer Service

    421     22 %

Sales & Marketing

    976     52 %

General & Administration

    299     16 %

Total

    1,891     100 %

We enter into individual employment contracts with our employees to cover matters such as salaries, benefits, and grounds for termination. Each employee's employment contract also covers non-competition

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and confidentiality arrangements during such employee's employment with us. For information as to employment agreements with our executive officers, see "Management — Employment Agreements."

We generally formulate our employees' remuneration package to include salary, benefits and share-based compensation. We provide our employees with welfare benefits in accordance with applicable regulations and our internal policies. We also provide trainings for our employees with respect to business, compliance and internal management. Such trainings may be provided by internal departments or external trainers. We review the content of our trainings regularly to ensure that the trainings we provide to our employees are sufficient and up to date.

We are required under PRC laws and regulations to make contributions to our employees' social insurance and housing fund based on specified percentages of the salaries, bonuses, and certain allowances of our employees. Our employees are not covered by any collective bargaining agreement. We believe that we have a good relationship with our employees. The vast majority of our employees are based in China.

Intellectual Property Rights

Our trademarks, copyrights, domain names, trade secrets and other intellectual property rights are important to us in distinguishing our brand and services from those of our competitors and contribute to our ability to compete in our target markets. We rely on a combination of copyright and trademark laws, trade secret protection and confidentiality agreements with our employees, business partners and selected third-party service providers to protect our business and intellectual property rights. We also enter into confidentiality and invention assignment agreements with all executive officers, key employees and rigorously control access to proprietary technology.

We have 15 registered trademarks in the PRC and we have applied to register for 20 additional trademarks. We have 20 software copyright registrations, 4 software product registrations and own 28 domain names that we use in connection with the operation of our business. As our brand name gains more recognition among the general public, we will work to increase, maintain and enforce our trademark portfolio as well as software and domain name registration, the protection of which is important to our reputation and the continued growth of our business.

Facilities

Our principal executive offices are located in Shanghai, China, where we leased approximately 12,269 square meters of office space. In addition to Shanghai, we also have leased properties principally used as office premises for our operations in Beijing, Guangzhou and other cities in China, totaling approximately 2,652 square meters. Most of our leases will expire in 2017. Our leased premises are leased from unrelated third parties who either have valid titles to the relevant properties or proper authorization from the title holder to sublease the property. We believe that we will be able to obtain adequate facilities, principally through leasing, to accommodate our future expansion plans.

Legal Proceedings

We may from time to time become a party to various legal proceedings arising in the ordinary course of our business. We are not a party to, and we are not aware of any threat of, any legal proceeding that, in the opinion of our management, is likely to have a material adverse effect on our business, financial condition or results of operations, nor have we experienced any incident of noncompliance which, in the opinion of our directors, is likely to materially and adversely affect our business, financial condition or results of operations.

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REGULATION

This section summarizes the principal current PRC laws and regulations relevant to our business and operations.

Provisions on Foreign Investment

All limited liability companies and joint stock limited companies incorporated and operating in the PRC are governed by the Company Law of the People's Republic of China , or the Company Law, which was amended and promulgated by the Standing Committee of the National People's Congress on December 28, 2013 and came into effect on March 1, 2014. In the latest amendment, paid-in capital registration, minimum requirement of registered capital and timing requirement of capital contribution were abolished. Foreign invested enterprises must also comply with the Company Law, with exceptions as specified in foreign investment laws.

With respect to the establishment and operation of wholly foreign-owned enterprises, or WFOE, the MOFCOM, and the National Development and Reform Commission, or NDRC, promulgated the Catalogue of Industries for Guiding Foreign Investment , or the Catalogue, as amended on March 10, 2015, which came into effect on April 10, 2015. The Catalogue serves as the main basis for management and guidance for the MOFCOM to manage and supervise foreign investments. The Catalogue divides industries for foreign investment into three categories: encouraged, restricted and prohibited. Those industries not set out in the Catalogue shall be classified as industries permitted for foreign investment. According to the Catalogue, online spot commodity trading, technical development, technical consultation and technical services sectors are neither restricted nor prohibited.

Provisions on Merger and Acquisition and Overseas Listing

According to the Provisions on Merger and Acquisition of a Domestic Enterprise by Foreign Investors , or the M&A Rules, promulgated jointly by the MOFCOM, the SASAC, the SAT, the SAIC, the CSRC and the SAFE, beginning on June 22, 2009, overseas special purpose vehicles which are established through acquisition of domestic companies in the PRC and are controlled by Chinese companies or individuals for the purpose of overseas listing must obtain the approval of the CSRC before overseas listing. According to the M&A Rules, if any domestic company, enterprise or natural person intends to merge an affiliated domestic company into an overseas company legally incorporated or controlled by the aforesaid domestic company, enterprise or natural person, the proposed merger shall be subject to the approval of the MOFCOM, and the parties thereto shall not circumvent the above provision through any means, including domestic investment by foreign invested enterprises (the "Related Party M&A Rules"). As none of Mr. Wenbin Chen, Mr. Ming Yan and Ms. Ningfeng Chen is a PRC citizen, our PRC legal advisor is of the view that the onshore acquisitions during our reconstruction are not subject to the Related Party M&A Rules.

Operational Rules of the Exchanges on Which We Operate

We are a comprehensive member of the Tianjin Precious Metals Exchange and the Guangdong Precious Metals Exchange, and an agent of a financial member of the Shanghai Gold Exchange, collectively with the Tianjin Precious Metals Exchange and the Guangdong Precious Metals Exchange, referred as the Exchanges, and we are required to comply with the operational rules of the Exchanges to engage in online spot commodity trading services business and the agent business on the Exchanges. Operational rules of the Exchanges are summarized as below:

Membership Administration

Pursuant to the Management Measures for Comprehensive Membership of the Tianjin Precious Metals Exchange (Interim) issued by the Tianjin Precious Metals Exchange on July 1, 2010, the Membership

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Management Measures of the Guangdong Precious Metals Exchange (2014) issued by the Guangdong Precious Metals Exchange on March 24, 2014 and the Membership Management Measures of the Shanghai Gold Exchange issued by the Shanghai Gold Exchange on September 16, 2014, or collectively, the Membership Management Rules, business entities or other economic organizations that meet the prescribed conditions of the Exchanges may apply to the Exchanges for membership and, upon approval, engage in spot commodity trading business of precious metals products within the scope authorized by the Exchanges. Of our PRC subsidiaries, Rong Jin Hui Yin is the comprehensive member of the Tianjin Precious Metals Exchange (No. 160); and Jin Xiang Yin Rui (No. 003) and Sheng Ding (No. 160), are the comprehensive members of the Guangdong Precious Metals Exchange, respectively. Therefore, we are entitled to conduct spot commodity trading business of precious metals products on the Tianjin Precious Metals Exchange and the Guangdong Precious Metals Exchange. In November and December 2015, respectively, we have established Jin Dou and Jin Yi to carry out business on the Shanghai Gold Exchange.

Pursuant to the Membership Management Measures of the Shanghai Gold Exchange , there are two types of member in the Shanghai Gold Exchange, ordinary member and special member. Furthermore, Shanghai Gold Exchange divides its ordinary members into three categories according to their business scope: financial member, comprehensive member and proprietary member. The proprietary member is only allowed to conduct proprietary trading, while the comprehensive member and financial member are allowed to conduct proprietary trading and agent business for institutional customers. In addition, a financial member could also conduct agent business for individual customers.

Pursuant to the Membership Management Rules aforesaid, a member of the Exchanges is required to go through an annual inspection registration procedure with the Exchanges in order to renew its membership qualification. Additionally, as a comprehensive member of the Exchanges, Rong Jin Hui Yin, Jin Xiang Yin Rui and Sheng Ding are each required to pay an annual management fee of RMB100,000 (US$15,734), according to the relevant membership contracts with the Exchanges.

To ensure the compliance by the members of relevant rules and regulations, the Exchanges further promulgated several measures for the resolution of noncompliances and violations by the members and their customers, including daily examination, investigation initiation policies, resolution procedures and penalty provisions, as well as dispute resolution policies for any dispute between any member and individual customer. If a comprehensive member violates the relevant regulations of the Exchanges, the Exchanges may impose penalties on such member, including oral warning, written notification, compulsory training, suspension of membership qualification, revocation of membership qualification and payment of liquidated damages.

Rules for Trading of Precious Metals Products

With respect to different categories of traded commodities including silver, platinum, nickel, palladium and copper, the Tianjin Precious Metals Exchange formulated and promulgated the Trading Rules of the Tianjin Precious Metals Exchange (for Silver) (Interim) , the Trading Rules of the Tianjin Precious Metals Exchange (for Platinum) (Interim) , the Trading Rules of the Tianjin Precious Metals Exchange (for Palladium) (Interim) , the Trading Rules of the Tianjin Precious Metals Exchange (for Spot Nickel) and the Trading Rules of the Tianjin Precious Metals Exchange (for Spot Copper) . The Guangdong Precious Metals Exchange also formulated and promulgated the Trading Rules of the Guangdong Precious Metals Exchange for Silver , the Trading Rules of the Guangdong Precious Metals Exchange for Platinum and the Trading Rules of the Guangdong Precious Metals Exchange for Palladium . For the trading of gold, silver and platinum, the Shanghai Gold Exchange also formulated and promulgated the Trading Rules for Spot Commodities Trading .

The above trading rules set out detailed provisions on product standard and quotation rules, trading methods, fee standards, cash settlement, delivery, risk control, information management and other aspects of spot trading of precious metals products, which collectively constitute the basic trading model of the Exchanges. Specifically, the Exchanges have the right to make adjustments on the trading rules based on different circumstances within a certain scope. For specific trading rules and procedures that apply to our

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subsidiaries and their customers, please refer to "Business — The Commodity Exchange Systems We Operate On."

We are required to comply with the trading rules of the Tianjin Precious Metals Exchange and the Guangdong Precious Metals Exchange as we are the comprehensive member of these two exchanges. As for the trading rules of the Shanghai Gold Exchange, we are not required to comply with the rules which are specifically regulating the members. However, we are required to follow the trading and management rules, such as duly disclosing risks to the customers, based on the contract we entered into with a financial member of the Shanghai Gold Exchange.

Risk Control

According to the Measures of the Tianjin Precious Metals Exchange for Risk Control Management (Interim) promulgated by the Tianjin Precious Metals Exchange on September 7, 2010, the Measures of the Guangdong Precious Metals Exchange for Risk Control Management (Trial) issued by the Guangdong Precious Metals Exchange in 2014 and the Measures of the Shanghai Gold Exchange for Risk Control Management issued by the Shanghai Gold Exchange on September 16, 2014, the Exchanges have established the following rules for risk management of online spot commodity trading:

    Trading deposit . The Exchanges set forth the minimum trading deposit requirements for members and customers. The Exchanges have the right to adjust the required minimum trading deposit depending on the types of traded commodities and based on actual circumstances. Currently, the applicable percentage for us is 16.7% of our total customers' deposits for the Tianjin Precious Metals Exchange and the Guangdong Precious Metals Exchange. We are not required to place trading deposit with the Shanghai Gold Exchange.

    Position limit and major client reporting system . In order to manage risks, the Exchanges set limits on the maximum single or aggregate position any individual customer can have, i.e., position limit for individual customers. Individual customers that have a position reaching the position limit may not initiate a new trade.

    Deposit adequacy and liquidation risk . It is set forth by the Exchanges that when a comprehensive member's risk ratio reaches a certain threshold, or the trading deposit is lower than the minimum trading deposit level required by the Exchanges and is not timely replenished, the Exchanges will conduct mandatory liquidation against all positions of such member. In such case, the positions of the individual customers of such member will be temporarily transferred. We are not required to place a trading deposit for, and thus this rule does not apply to, our operation on the Shanghai Gold Exchange.

    Risk alerting system and emergency measures . The Exchanges may take measures as they deem necessary to manage risks, including requesting members and investors to report irregular circumstances, sending reminders of risks, warnings or alerts. For unusual circumstances, the Exchanges will further take different emergency measures to eliminate and mitigate risks, such as adjusting trading hours, suspending trading, suspending adding good orders, setting a time limit on transfer, compulsory transfer, limiting cash withdrawal, increasing deposit ratio and compulsory decrease of trading orders.

Management and Settlement of Trading Funds

To manage trading funds, the Exchanges respectively issue the Measures of the Tianjin Precious Metals Exchange for Trading Funds Management (Trial) , the Measures of the Guangdong Precious Metals Exchange for Trading Funds Management (2014) and the Measures of the Shanghai Gold Exchange for Management of Member Agency Trading Funds . Such trading management measures define the rights, obligations and liabilities of the parties involved in trading funds-related activities and set forth rules regulating the depository bank, bank account, customer trading account and member trading account.

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In addition, to regulate the settlement procedures, the Tianjin Precious Metals Exchange promulgated the Measures of the Tianjin Precious Metals Exchange for Settlement Management and the Guangdong Precious Metals Exchange promulgated the Measures of the Guangdong Precious Metals Exchange for Settlement Management (2014) . According to relevant settlement rules, the precious metals trading settlement shall be carried out in the principle of unified and real-time settlement and in the manner of parallel application of real-time settlement and day-end settlement. Both the real-time settlement during the transaction and the day-end settlement of each day will be completed automatically by the trading system which is operated by the Exchanges. As for the Shanghai Gold Exchange, the settlement procedures and rules are included in the Implementing Rules of the Shanghai Gold Exchange for Spot Trading Funds Settlement. However, as an agent of a financial member, we don't participate in the management and settlement of the trading funds and the relevant rules of the Shanghai Gold Exchange do not apply to us. For more details of the management and settlement of trading funds for us, please refer to "Business — The Commodity Exchange Systems We Operate On — Deposit and Cash Settlement."

Regulation on Exchanges

Rules on the Shanghai Gold Exchange

On October 10, 2001, the PBOC obtained the approval of the establishment of the Shanghai Gold Exchange issued by the State Council. Later on October 31, 2001, the Shanghai Gold Exchange was officially set up by the PBOC and was registered by the SAIC on February 6, 2002. On December 20, 2011, the PBOC, the Ministry of Public Security, the SAIC, the China Banking Regulatory Commission, or CBRC, and the CSRC jointly issued the Notice of Reinforcing the Management of Gold Exchanges and Platforms Which Conduct Gold Trading Business (Yin Fa [2011] No. 301) , which confirmed that the Shanghai Gold Exchange is the only approved exchange for spot trading of gold and the Shanghai Futures Exchange is the only approved exchange for trading of gold futures and clarified that the Shanghai Gold Exchange is under supervision of the State Council and the PBOC accordingly.

Rules on the Tianjin Precious Metals Exchange and the Guangdong Precious Metals Exchange

Up until the year of 2011, there is no law or regulation at the national level to regulate the establishment or operation of trading exchanges which conduct trading business of precious metal (excluding gold). Except for the trading exchanges approved to be established by the relevant departments of the State Council, other trading exchanges are regulated and supervised by the local governments.

On November 11, 2011, the State Council promulgated the Circular 38, according to which, all the trading exchanges and firms engaging in transactions of property rights, works of culture and art, forward transactions of bulk commodities and other similar transactions, or the Trading Exchanges and Firms with the word "exchange" in their names must report their names to corresponding provincial governments for approval, unless otherwise approved by the State Council or the financial regulatory department under the State Council (such as the Shanghai Gold Exchange). As to Trading Exchanges and Firms that are established without obtaining approval pursuant to the above provisions, the SAIC and its local branches may not carry out the industrial and commercial registration procedures for the same. The Tianjin Precious Metals Exchange and the Guangdong Precious Metals Exchange have all obtained the approval for establishment from their respective provincial governments.

Pursuant to Circular 38, the governments at the provincial level supervise the Trading Exchanges and Firms within their jurisdictions, while the State Council supervises the Trading Exchanges and Firms that had received approval for establishment from it. Thus, the Tianjin Precious Metals Exchange and the Guangdong Precious Metals Exchange are respectively supervised by the People's Government of Tianjin and Guangdong. In practice, daily supervision of the People's Government of Tianjin and Guangdong on the Tianjin Precious Metals Exchange and the Guangdong Precious Metals Exchange are mainly conducted by the Tianjin Municipal Bureau of Financial Affairs and the Department of Commerce of Guangdong Province, respectively.

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To better manage and rectify the Trading Exchanges and Firms, the State Council established the system of "Inter-ministerial Joint Meeting", or the Joint Meeting, led by the CSRC. The main task of the Joint Meeting is to make overall plans for and coordinate the work of involved departments and governments at the provincial level, to rectify illegal transactions of securities and futures, supervise the establishment of management rules to regulate the Trading Exchanges and Firms, and accomplish other tasks assigned by the State Council. The Joint Meeting shall not replace the State Council or provincial government in performing relevant regulatory duties.

Circular 38 further provides that all provincial governments are required to conduct centralized cleaning-up and rectification work of all Trading Exchanges and Firms within their jurisdiction. On July 12, 2012, the general office of the State Council further promulgated the Circular 37, under which certain Trading Exchanges and Firms are prohibited to carry out the following activities:

    §
    Dividing any equities into equal shares for public offering;

    §
    Conducting trading by centralized trading methods;

    §
    Continuously listing and trading equities per standard trading unit;

    §
    The number of equity holders exceeding 200 cumulatively;

    §
    Conducting standardized contract transactions by centralized trading methods;

    §
    Engaging in, or establishing Trading Exchanges and Firms to engage in, the trading of insurance, credit, gold or other financial products, without the approval of the financial regulatory department under the State Council.

As specifically required by Circular 37, all provincial governments shall conduct inspection of Trading Exchanges and Firms accordingly. They shall rectify those Trading Exchanges and Firms that shall be rectified, close those that shall be closed, and complete the examination and approval procedures as required for those that are indeed necessary to be retained, and submit a comprehensive written summary of the cleaning-up and rectification work to the Joint Meeting once such close rectification is basically completed.

As of the date of this prospectus, the cleaning-up and rectification work of the Trading Exchanges and Firms in Guangdong has been completed and filed with the Joint Meeting. According to the inspection and acceptance results of the Joint Meeting, the Guangdong Precious Metals Exchange is permitted to be preserved after the cleaning-up and rectification work in 2013. However, the cleaning-up and rectification work of the Trading Exchanges and Firms in Tianjin has not been completed yet. For further information on such cleaning-up and rectification work and its impact on our business, please refer to "Risk Factors — Risks Related to Our Business and Industry — We operate in a highly regulated industry and any regulatory change may result in changes in trading models and trading rules of the Exchanges we operate on, which could adversely affect our business and prospects."

On November 8, 2013, the MOFCOM, the PBOC and the CSRC jointly issued the Special Provisions on Commodity Spot Market Trading (for Trial Implementation) , or the Special Provisions, which came into effect on January 1, 2014. Pursuant to the Special Provisions, physical commodities, warehouse receipts and other similar proof for delivery of physical commodities, as well as other trading objects specified by the provincial governments in accordance with the law, are allowed to be traded through Trading Exchanges and Firms that are legally established with required service supporting functions. Trading Exchanges and Firms may conduct trading activities by agreement, unilateral bidding or other means of trading prescribed by the provincial governments in accordance with the law. Trading Exchanges and Firms shall not conduct any trading activities against the laws and regulations and shall not conduct standardized contract transaction with a centralized trading method. Competent commerce authorities of the governments at and above the county level shall be responsible for the industrial administration of the spot commodity market. The branches of the PBOC shall be responsible for the supervision and administration of the financial and

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payment institutions involved in spot commodity trading activities within their respective administrative jurisdictions.

Labor and Personnel

The PRC Labor Contract Law was amended by the Standing Committee of the National People's Congress on December 28, 2012 and came into force on July 1, 2013. In the amended PRC Labor Contract Law, more stringent provisions are adopted specifically for labor dispatch, including more qualifications for labor dispatch, reinforced principle of equal pay for equal work and defined restrictions on positions to which labor dispatch is applicable. The above-mentioned provisions are further elaborated in the Interim Provisions that were promulgated by the Ministry of Human Resources and Social Security on January 24, 2014 and came into force on March 1, 2014. It specifies that an employer shall strictly control the number of dispatched workers so that it shall not exceed 10% of the total number of its workers. The Interim Provisions also specify that if, before the Interim Provisions come into force, the number of dispatched workers in an employer exceeds 10% of the total number of its workers, the employer shall adjust its employment plan and reduce the proportion to the required proportion before March 1, 2016. The employer may not employ new dispatched workers unless the number of dispatched workers is reduced to the required proportion. However, if any labor dispatch agreement executed prior to, but expiring within two years of, the promulgation of the amended PRC Labor Contract Law, such agreements may continue to be performed until their expiry dates thereof. In addition, the employment of dispatched workers by an employer pursuant to labor dispatch arrangement shall be governed by the Interim Provisions.

According to the Interim Provisions, the labor dispatch entity shall pay social insurance premiums and follow relevant social insurance procedures for the dispatched workers as required by law and as agreed upon in the labor dispatch agreements. The Social Insurance Law of the People's Republic of China that was promulgated by the Standing Committee of the National People's Congress on October 28, 2010 and came into force on July 1, 2011 and the Interim Regulations on the Collection and Payment of Social Insurance Premiums that was promulgated by the State Council on and came into force on January 22, 1999, require employers to pay basic endowment insurance, unemployment insurance, basic medical insurance, employment injury insurance, maternity insurance and other social insurance for its employees. Where an employer fails to fully pay social insurance premiums, the relevant social insurance collection agency shall order it to make up for any shortfall within a prescribed time limit, and may impose a late payment fee at the rate of 0.05% per day of the outstanding amount from the due date. If such employer still fails to make up for the shortfalls within the prescribed time limit, the relevant administrative authorities shall impose a fine of one to three times the outstanding amount upon such employer.

According to the Regulations on the Administration of Housing Accumulation Funds that was promulgated by the State Council on and came into force on April 3, 1999 and was amended on March 24, 2002, all employers shall deposit housing accumulation funds on behalf of their employees. Where an employer fails to make deposit registration of housing accumulation funds or fails to open housing accumulation fund accounts for its employees, it shall be ordered by the housing accumulation fund management center to complete the procedures within a prescribed time limit, and if it still fails to complete the procedures within such time limit, a fine of RMB10,000 to RMB50,000 shall be imposed thereupon. Where an employer fails to deposit or underpays the housing accumulation funds within the time limit, it shall be ordered by the housing accumulation fund management center to deposit the funds in full within such time limit.

Our PRC operating entities incorporated in various locations in China have not made adequate employee benefit payments. Further, we had historically engaged certain third party employment agencies to dispatch contract workers to work for us, and the third party employment agencies had a shortfall in making contributions of the social insurance and housing fund for the dispatched workers. For further information regarding this issue, please refer to "Risk Factors — Risks Related to Doing Business in China — Failure to

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make adequate contributions to various employee benefit plans as required by PRC regulations may subject us to penalties."

Intellectual Property Rights

According to the Regulations on Computer Software Protection that was amended and promulgated by the State Council on January 16, 2013 and came into force on March 1, 2013, PRC citizens, legal entities or other organizations enjoy the copyright in the software that they have developed, whether published or not. A software copyright owner shall enjoy the rights of divulgation, developer-ship, alteration, reproduction, distribution, rental, communication through information network, translation and other rights. The term of software copyrights owned by a legal entity or an organization shall be fifty years, expiring on December 31 of the fiftieth year since the first publication of such software.

According to the Patent Law of the People's Republic of China that was amended and promulgated by the Standing Committee of the National People's Congress on December 27, 2008 and came into force on October 1, 2009, the inventor or designer of any invention-creation (including inventions, utility models and designs) could apply for the patent right for such invention-creation. An invention or utility model for which patents may be granted shall have novelty, creativity and practical applicability. A patent right for inventions shall remain in force and valid for twenty years and a patent right for utility models and designs shall remain valid for ten years, both commencing from the filing date of such patent right. The patent owner shall pay an annual fee for such patent right commencing the year in which the patent right was granted. In the event that a prescribed annual fee is not paid, the patent right will terminate before the expiration of its validity period.

According to the Trademark Law of the People's Republic of China that was amended and promulgated by the Standing Committee of the National People's Congress on August 30, 2013 and came into force on May 1, 2014, the term for a registered trademark shall be ten years, commencing from the date of registration approval. A trademark registrant intending to continue to use the registered trademark upon expiry of the validity term thereof shall complete relevant renewal procedures within twelve (12) months preceding the expiry date, failing which the trademark registrant may be granted a six-month grace period. The term of each renewal shall be ten years, commencing from the day immediately after the expiry date of the previous term thereof. If the renewal procedures are not completed within the grace period, the trademark shall be deregistered. The Administration of Industry and Commerce above county level shall have the authority to duly investigate and impose punishment upon any infringement of trademark rights, and any suspected criminal infringement shall be promptly transferred to judicial authorities for further handling according to the law.

According to the Measures for the Administration of Internet Domain Names of China that were promulgated by the Ministry of Information Industry on November 5, 2004 and came into force on December 20, 2004, the principle of "first come, first serve" was adopted for the domain name registration procedure. After completing the domain name registration, an applicant for the registration of a domain name shall be the holder of such domain name and shall pay relevant operation and management fees. If the holder of a domain name fails to pay the corresponding fees as required, the original domain name registrar shall deregister such domain name and notify the holder in writing.

Foreign Exchange Administration

Conversion of Registered Capital

The principal law governing foreign currency exchange in the PRC is the Foreign Exchange Administration Regulations , which was enacted by the State Council on January 29, 1996 and amended on August 5, 2008. According to the Foreign Exchange Administration Regulations, international payments in and transfer of foreign currencies under current account items shall not be restricted. Foreign currency transactions under capital accounts, such as direct investment and loans, are still subject to limitations and

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require approvals from, or registration with, the State Administration of Foreign Exchange, or SAFE, and other relevant PRC governmental authorities.

On August 29, 2008, the SAFE promulgated the Notice of the General Affairs Department of the SAFE on the Relevant Operating Issues concerning the Improvement of the Administration of Payment and Settlement of Foreign Currency Capital of Foreign-invested Enterprises (HuiZongFa [2008] No. 142) , or the SAFE Circular 142, to regulate the conversion by a foreign-invested enterprise of its foreign currency registered capital into RMB. The SAFE Circular 142 provides that the registered capital converted into RMB from foreign currency of a foreign-invested enterprise may only be used for purposes within the business scope approved by the applicable governmental authority and may not be used for equity investments within the PRC. The use of such RMB fund may not be altered without approval, and such RMB fund may not in any case be used to repay any RMB loans if the proceeds of such loans have not been utilized. Violations of the SAFE Circular 142 could result in severe monetary penalties.

In 2015, the SAFE has published the Circular of the State Administration of Foreign Exchange on Reforming the Management Approach regarding the Settlement of Foreign Exchange Capital of Foreign-invested Enterprises , or Circular 19, which has come into effect since June 1, 2015, and the SAFE Circular 142 was repealed simultaneously. According to Circular 19, foreign invested enterprises are now allowed to convert their registered capital from foreign exchange to RMB and apply such funds to equity investment within the PRC, conditioned upon the investment target's duly registration with local bank of such reinvestment and open a corresponding special account pending for foreign exchange settlement payment. Further, such conversion will be handled at the bank level and does not need to be approved by SAFE.

SAFE Circular 37

The SAFE promulgated the Circular of the State Administration of Foreign Exchange on Issues Concerning Foreign Exchange Administration over the Overseas Investment and Financing and Round-Trip Investment by Domestic Residents through Special Purpose Vehicles (HuiFa [2014] No. 37) , or the SAFE Circular 37, on July 4, 2014. Circular 37 requires PRC residents, including PRC individuals, institutions and foreign individuals who have a habitual residence in the PRC due to economic interests, to register with SAFE or its local branches in connection with their direct establishment or indirect control of an offshore entity, for the purpose of overseas investment and financing, with such PRC residents' legally owned assets or equity interests in domestic enterprises or offshore assets or interests. Such PRC residents must update their foreign exchange registrations with SAFE when the offshore entity, referred to as an offshore special purpose vehicle, undergoes material events relating to any change of basic information, increases or decreases in investment amount, share transfers or exchanges, or mergers or divisions.

If any shareholder holding interest in an offshore special purpose vehicle, who is a PRC resident as determined by Circular 37, fails to complete relevant SAFE registration, the PRC subsidiaries of that offshore special purpose vehicle may be prohibited from distributing their profits and dividends to their offshore parent company, contributing additional capital to its PRC subsidiaries, or carrying out other subsequent cross-border foreign exchange activities. Moreover, failure to comply with the SAFE registration described above could result in liability under PRC laws.

Historially, our ultimate individual beneficial owners were unable to complete the aforesaid SAFE registration. For further information on this, please refer to "Risk Factors — Risks Related to Our Corporate Structure — We may be subject to penalties, including restriction on our ability to inject capital into our PRC subsidiaries and our PRC subsidiaries' ability to distribute profits to us, if our PRC resident shareholders or beneficial owners fail to comply with relevant PRC foreign exchange regulations."

SAFE Circular 7

On February 15, 2012, SAFE promulgated the Circular of the State Administration of Foreign Exchange on Issues Concerning the Foreign Exchange Administration of Domestic Individuals' Participation in Equity

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Incentive Plans of Overseas Listed Companies (HuiFa [2012] No. 7) , or the Circular 7. Pursuant to Circular 7, all PRC residents who participate in an employee stock incentive plan or stock option plan of an overseas listed company are required, through the PRC subsidiary of such overseas listed company that they are employed by, to jointly entrust a PRC agent to handle foreign exchange registration with SAFE or its local branches and complete certain procedures relating to the share incentive schemes such as opening account and capital transfer. PRC residents include PRC nationals or foreign citizens who have been consecutively residing in PRC for not less than one year, acting as directors, supervisors, senior management personnel or other employees of PRC companies affiliated with such offshore listed company. A PRC agent could be a PRC subsidiary of such overseas listed company participating in the share incentive scheme or another PRC institution qualified for asset trusteeship as designated by the PRC subsidiary and in accordance with PRC laws. The PRC agent is required to amend the SAFE registration with respect to the stock incentive plan if there is any material change to the stock incentive plan, the PRC agent or the overseas entrusted institution or other material changes. The foreign exchange proceeds received by the PRC residents from the sale of shares under share incentive plans granted by the overseas publicly listed company must be remitted to bank accounts in the PRC opened by the PRC agents.

Tax

EIT

According to the EIT Law that was promulgated by the National People's Congress on March 16, 2007 and came into force on January 1, 2008, the enterprise income tax rate for both domestic enterprises and foreign-invested enterprises is 25% (except for certain eligible foreign invested enterprises). On December 6, 2007, the State Council promulgated the Regulations on the Implementation of the Enterprise Income Tax Law of the People's Republic of China , or the EIT Implementation Regulations, which came into force on January 1, 2008.

According to the EIT Law and the EIT Implementation Regulations, both resident and non-resident enterprises that earn income within the territory of China are subject to enterprise income tax at the rate of 25%. A non-resident enterprise without a permanent establishment in the PRC or a non-resident enterprise with a permanent establishment in the PRC whose earning income is not connected with such permanent establishment will only be subject to tax on its PRC-sourced income. The income for such enterprise will be taxed at a reduced rate of 10%, subject to the provisions of any applicable tax treaties.

According to the EIT Law and the EIT Implementation Regulations, income from equity investment between qualified resident enterprises such as dividends and bonuses, which refers to investment income derived by a resident enterprise from its direct investment in another resident enterprise, is tax-exempt income.

Pursuant to the Arrangement between Mainland China and the Hong Kong Special Administrative Region on the Avoidance of Double Taxation and Prevention of Fiscal Evasion on income , a PRC resident enterprise which distributes dividends to its Hong Kong shareholders must pay income tax according to PRC law. However, if the beneficial owner of the dividends is a Hong Kong resident enterprise that directly holds no less than 25% equity interests of the aforesaid enterprise (i.e., the dividend distributor), the distributed dividends may be subject to a reduced tax rate of 5%. If the beneficial owner is a Hong Kong resident enterprise, which directly holds less than 25% equity interests of the aforesaid enterprise, the tax levied will be 10% of the distributed dividends.

In addition, pursuant to the Circular of the SAT on Relevant Issues Relating to the implementation of Dividend Clauses in Tax Treaty issued by the SAT on February 20, 2009, all of the following requirements shall be satisfied for a non-PRC tax resident enterprise to be entitled to the benefits of any applicable tax treaty for the dividends received from PRC resident companies: (1) such non-PRC resident enterprise should be a company as provided in the tax treaty; (2) such non-PRC resident enterprise must directly own a specified percentage of the equity interests and voting shares of the PRC resident company; and (3) the capital ratio of the PRC resident company directly owned by such non-PRC resident enterprise must reach a

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certain specified percentage in the applicable tax treaty at any time within 12 months prior to the receipt of the dividends.

Pursuant to the Announcement of the State Administration of Taxation on Promulgating the Administrative Measures for Tax Convention Treatment for Non-resident Taxpayers (Announcement of the State Administration of Taxation [2015] No.60) which came into effect on November 1, 2015, non-resident taxpayers which satisfy the criteria for entitlement to tax treaty benefits may, at the time of tax declaration or withholding declaration through a withholding agent, enjoy the tax treaty benefits, and be subject to follow-up administration by the tax authorities. Such taxpayers who make their own declaration shall self-assess whether they are entitled to tax treaty benefits, make truthful declaration and submit the relevant reports, statements and materials required by the relevant tax authorities.

On February 3, 2015, SAT issued the Announcement of the State Administration of Taxation on Several Issues concerning the Enterprise Income Tax on the Indirect Transfers of Properties by Non-Resident Enterprises , or the SAT Announcement 7. Pursuant to SAT Announcement 7, if a non-resident enterprise, or a transferor, transfers its equity in an offshore enterprise which directly or indirectly owns PRC taxable assets, including ownership interest in PRC resident company, or referred as the Taxable Properties, without a reasonable commercial purpose, such transfer shall be deemed a direct transfer of Taxable Properties. The payer, or the transferee, in the equity transfer shall be the withholding agent, and is thus obligated to withhold and remit enterprise income tax accordingly to the relevant PRC tax authorities. Factors that may be taken into consideration when determining whether there is a "reasonable commercial purpose" include components of the transferred equity, offshore tax situation of the transaction, the economic essence and duration of the offshore structure, trading fungibility and other factors. Specifically, when an equity transfer satisfies all the following requirements, such transaction will be considered an arrangement with "reasonable commercial purpose":

    (i)
    Transaction parties' equity relationship falls into one of the following situations:

    (1)
    Equity transfer or directly or indirectly holds more than 80% of the transferee's equity;

    (2)
    Equity transferee directly or indirectly holds more than 80% of the transferor's equity;

    (3)
    A third party directly or indirectly holds more than 80% equity interest in both equity transferor and transferee.

    If more than 50% (not inclusive) of a non-resident enterprise's equity directly or indirectly derives from real estate within the PRC, the required equity holding proportions shall be 100% instead of 80%. Indirectly held equity should be calculated as the product of the equity proportion held by each enterprise within the equity holding chain.

    (ii)
    If another indirect transfer transaction, or referred as a "contemplated transaction", is to be executed after such transaction is consummated, the related PRC income tax burden will be no less than the PRC income tax burden associated with a transaction similar to the contemplated transaction without the consummation of such transaction.

    (iii)
    Equity transferee pays the entire transfer consideration with its own shares or shares of other enterprises controlled by the transferee (excluding shares of listed enterprise).

Business Tax

According to the Interim Regulations of the People's Republic of China on Business Tax that was amended by the State Council on November 10, 2008 and came into force on January 1, 2009, entities and individuals that engage in provision of services, transfer of intangible assets or sale of real estate within the PRC are subject to business tax. According to the Rules for Implementation of the Interim Regulations of the People's Republic of China on Business Tax that was amended by the Ministry of Finance on October 28, 2011 and came into force as of November 1, 2011, the range of the business tax threshold

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shall be: (1) a sales turnover of RMB5,000 to RMB20,000 per month if the business tax is paid by periods; and (2) a sales turnover of RMB300 to RMB500 each business project (per day) if the business tax is paid by business projects.

VAT

According to the Interim Regulations of the People's Republic of China on Value Added Tax that was amended by the State Council on November 10, 2008 and came into force on January 1, 2009 and the Rules for Implementation of the Interim Regulations of the People's Republic of China on Value Added Tax that was amended by the Ministry of Finance on October 28, 2011 and came into force on November 1, 2011, entities and individuals that engage in the sale of commodities, provision of processing, repair and replacement services and import of goods within the PRC are subject to VAT at the rate of 17%, or 13% for taxpayers selling or importing certain kinds of specific commodities. According to the Circular on Printing and Distributing the Pilot Proposals for the Collection of Value-Added Tax in Lieu of Business Tax (CaiShui [2011] No. 110) promulgated by SAT and the Ministry of Finance on November 16, 2011 and Circular of the Ministry of Finance and the State Administration of Taxation on the Inclusion of the Railway Transport Industry and Postal Service Industry in the Pilot Collection of Value-added Tax in Lieu of Business Tax (CaiShui [2013] No. 106) promulgated by SAT and the Ministry of Finance on December 12, 2013, information technology service, including the software service and integrated circuit service, is subject to these rules and VAT.

Preferential Tax Treatment for Software Enterprise

According to the Circular of the State Council on Printing and Issuing the Policies for Encouraging the Development of the Software Industry and the Integrated Circuit Industry (GuoFa [2000] No. 18) promulgated by the State Council on June 24, 2000, eligible software enterprises shall enjoy preferential treatments in tax, investment and financing, research and development input, import and export and other relevant aspects.

On January 28, 2011, the State Council promulgated the Circular of the State Council on Printing and Issuing the Policies for Further Encouraging the Development of the Software Industry and the Integrated Circuit Industry (GuoFa [2011] No. 4) , specifying that qualified software enterprises shall be exempt from business tax.

On October 13, 2011, the Ministry of Finance and the SAT promulgated the Circular on the Policies for Value Added Tax of Software Products (CaiShui [2011] No. 100) , specifying that if a general VAT taxpayer sells self-developed and self-produced software products, the refund-upon-collection policy shall be applied to the portion of actual VAT burden in excess of 3% after VAT has been collected at a tax rate of 17%.

The Ministry of Finance and the SAT promulgated the Circular on the Enterprise Income Policies for Further Encouraging the Development of the Software Industry and the Integrated Circuit Industry (CaiShui [2012] No. 27) , or the Circular 27, on April 20, 2012. According to Circular 27, an eligible software enterprise shall, upon recognition, be exempted from the enterprise income tax for the first two years and pay the enterprise income tax at a reduced rate of half of the statutory rate of 25% from the third year to the fifth year until expiry of the preferential period.

As of the date of this prospectus, one of our subsidiaries, Yin Tian Xia Technology, was granted the "certified software enterprise and registered software products" qualification in 2013 and is eligible for an income tax exemption for the first two years from the year in which it starts making profit and is entitled to a 50% reduction of income tax for the third year to the fifth year, rendering its actual income tax rate 0% in 2013 and 2014 and 12.5% from 2015 to 2017.

Circular 27 also specifies the standards of recognizing a software enterprise: (i) it is a legal person entity, which is legally established within the PRC and, upon certification, has obtained the qualification of software enterprise after January 1, 2011; (ii) employees who hold educational credentials of junior college or above and have signed labor contracts with the enterprise shall account for not less than 40% of the

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monthly average number of employees of the enterprise in the current year, among which the personnel engaged in research and development shall account for not less than 20% of the monthly average number of employees of the enterprise in the current year; (iii) it owns core and key technology and carries out operation activities based on the core and key technology, and the total research and development expenditure in the current year shall account for not less than 6% of the total sales revenue of the enterprise, among which the research and development expenditure of the enterprise within the territory of China shall account for not less than 60% of the total research and development expenditure of the enterprise; (iv) the sales revenue from the development of software products shall account for not less than 50% of the total revenue of the enterprise (the sales revenue from the development of embedded software products and information system integrated products shall account for not less than 40% of the total revenue of the enterprise), among which the sales revenue from the independent development of software products shall account for not less than 40% of the total revenue of the enterprise (the sales revenue from the independent development of embedded software products and information system integrated products shall account for not less than 30% of the total revenue of the enterprise); (v) main business owns proprietary intellectual property rights, among which the software products have the test supporting materials issued by the software test institutions accredited by the competent software industry departments at the provincial level and Software Product Registration Certificate issued by the competent software industry department; (vi) it has the means and ability to ensure the quality of the designed products, and has established quality management system as required by software projects, and shall provide the valid operation document record; and (vii) it has required place of production and operation, and facilities of software and hardware accommodating to the development of software and has relevant technological support.

In addition, the Ministry of Industry and Information Technology, the NDRC, the Ministry of Finance and the SAT jointly promulgated the Administrative Measures for the Recognition of Software Enterprises on February 6, 2013, according to which a software enterprise refers to an enterprise which is duly established within the PRC and engages in the development and sale of application services. An eligible enterprise may submit an application to the competent authority, and the competent authority shall issue a software enterprise certificate if it determines such enterprise satisfies the standard for a software enterprise.

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MANAGEMENT

Directors and Executive Officers

The following table sets forth the name, age and position of each of our directors and executive officers as of the date of this prospectus.

Name
  Age   Position/Title

Wenbin Chen

    41   Co-Founder, Chairman and Chief Executive Officer

Ming Yan

    41   Co-Founder and Director

Ningfeng Chen

    47   Co-Founder and Director

Feng Li

    39   Independent Director Appointee*

Jue Yao

    42   Independent Director Appointee*

Lijun Lin

    43   Independent Director Appointee*

Gang Xu

    36   Vice President

Dikuo Bo

    41   Vice President

Jigeng Chen

    33   Vice President

Qi Feng

    38   Vice President

Sheng Zhao

    44   Vice President

Jingbo Wang

    34   Chief Financial Officer

*
Each of the Independent Director Appointees has accepted the appointment to serve as our Independent Director immediately effective upon the successful completion of this offering.

Mr. Wenbin Chen is our Founder, Chairman and Chief Executive Officer. Mr. Chen has 16 years of experience in the finance industry. He worked at Fuzhou Tianli Investment Consulting Co., Ltd. from July 1998 to July 2005, with his last position being deputy general manager. Mr. Chen founded Fujian Rulin Information Technology Development Co., Ltd. in July 2005 and served as its general manager until June 2007. Between August 2007 and June 2010, Mr. Chen was Assistant to the Chief Executive Officer of Caifu Software (Beijing) Co., Ltd. Mr. Chen graduated from Dalian University of Technology with a double bachelor's degree in chemical engineering and international enterprise management in July 1998. He graduated in October 2009 from Cheung Kong Graduate School of Business with an EMBA degree.

Mr. Ming Yan is our Founder and Director. Mr. Yan has founded a number of entertainment, culture and catering businesses in Beijing, Shanghai and Hong Kong. Mr. Yan graduated from Shanxi University of Finance with a bachelor degree in Finance in December 2011. He graduated in September 2014 from the Cheung Kong Graduate School of Business with an EMBA degree. Mr. Yan has been enrolled in the Doctor of Business Administration program at Shanghai Jiao Tong University since September 2013.

Ms. Ningfeng Chen is our Founder and Director. From September 1990 to September 2001, Ms. Chen worked as an engineer at Fuzhou Office of Earthquake Resistance and Fuzhou Urban and Rural Construction Committee. Between September 2001 and September 2003, Ms. Chen served as the chief engineer at Fuzhou Anxinda Engineering Consulting Co., Ltd. She was a North American market research consultant at Shanghai Naide Enterprise Management Consulting between September 2005 and February 2011. Ms. Chen graduated from Anhui Institute of Architecture & Industry with a bachelor degree in industrial and civil construction in July 1990. In June 2003, Ms. Chen graduated from the University of International Business and Economics with a master's degree in management. Ms. Chen also received a certificate of completion in financial analysis and investment management from the University of Toronto in May 2005.

Mr. Feng Li will serve as our Independent Director immediately upon successful completion of this offering. Mr. Li has approximately 16 years of experience in business management and financial education. At the

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University of Michigan Stephen M. Ross School of Business, he was the Ernst & Young Assistant Professor from July 2004 to July 2011 and the Harry Jones Associate Professor with tenure from July 2011 to June 2015. Since July 2015, Mr. Li has been a professor of accounting and director of the Finance MBA Program at Shanghai Advanced Institute of Finance of Shanghai Jiao Tong University. Since July 17, 2014, Mr. Li has also been an independent director and the audit committee financial expert for Sungy Mobile Limited, a company listed on the NASDAQ (NASDAQ: GOMO). Mr. Li is a member of the American Accounting Association. Mr. Li graduated from Fudan University with a bachelor degree in economics in July 1996 and a master degree in economics in July 1998. He received his master degree in business administration from the University of Chicago in June 2004 and obtained a doctor of philosophy degree in accounting from the University of Chicago in June 2005.

Ms. Jue Yao will serve as our Independent Director immediately upon successful completion of this offering. Ms. Yao has extensive experience in accounting and corporate finance. Ms. Yao is the chief financial officer of Qihoo 360 Technology Co., Ltd., or Qihoo 360, a company listed on the New York Stock Exchange (NYSE: QIHU). From 1996 to 1999, Ms. Yao was a senior auditor at KPMG. From 1999 to 2006, Ms. Yao held various positions, including financial director, at Sohu.com Inc. Since 2006, Ms. Yao has held various positions at Qihoo 360, including as its financial director and vice president of finance from 2008 to 2012 and its co-chief financial officer of Qihoo 360 from 2012 to 2014. Ms. Yao graduated from the University of International Business and Economics in China with a bachelor degree in international accounting in June 1996.

Mr. Lijun Lin will serve as our Independent Director immediately upon successful completion of this offering. Mr. Lin is the founder and currently serves as CIO of Loyal Valley Innovation Capital, an investment company focusing on investing in entrepreneurship and innovation, founded in November 2015. Prior to that, Mr. Lin founded China Universal Asset Management Co., Ltd., or CUAM, in 2005, a leading fund management company in China with USD70 billion under management. He served as CUAM's chief executive officer and chairman of the investment committee from April 2004 to April 2015. Mr. Lin previously also served as a manager and an assistant director of the listing department of the Shanghai Stock Exchange and served at the CSRC as a regulator. Mr. Lin obtained a bachelor's and a master's degree in economics from Fudan University and a Master of Business Administration degree from Harvard Business School.

Mr. Gang Xu is our Vice President responsible for developing and maintaining our information technology infrastructure. Mr. Xu has over 12 years of experience in the field of information technology and Internet businesses. From March 2003 to May 2008, Mr. Xu worked as an engineer at two software companies. From July 2008 to December 2009, Mr. Xu served at two companies specializing in the development and sales of securities software. Mr. Xu co-founded a stock investor community website, 9666.cn (niuzaiwang) in January 2010 and served as its general manager until April 2011, before joining us. Mr. Xu graduated from University of Hunan in June 2002 with a bachelor degree in computer science and technology. Mr. Xu graduated from Renmin University of China in June 2009 with an MBA degree. Mr. Xu is currently pursuing a part-time EMBA degree at Shanghai Advanced Institute of Finance of Shanghai Jiao Tong University. Mr. Xu is the brother-in-law of Mr. Wenbin Chen.

Mr. Dikuo Bo is our Vice President responsible for our operations on the Guangdong Precious Metals Exchange. Mr. Bo was a manager at Tianli Jicang Cultural Communication Co., Ltd., a company specializing in the sales and investment of collectible cultural products, from May 2000 to July 2004. Mr. Bo co-founded Shanghai Tongguan Information Technology, a company providing financial information and services, in October 2007 and served as its general manager until March 2014, before joining us. Mr. Bo graduated from Dalian University of Technology in July 1997 with a bachelor degree in chemical equipment and machinery. He studied in the postgraduate program in finance in Shanghai University of Finance and Economics from September 2003 to July 2005. Mr. Bo is currently pursuing a part-time EMBA degree at Shanghai Advanced Institute of Finance of Shanghai Jiao Tong University.

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Mr. Jigeng Chen is our Vice President responsible for our operations on the Tianjin Precious Metals Exchange. He has over 11 years of experience in the financial services industry. Mr. Chen was an investment consultant at Fujian Rulin Investment Management Development Co., Ltd. from April 2004 to December 2007. He worked at a number of companies providing securities software and related services, from January 2008 to May 2011, before joining us. Mr. Chen graduated from Xiangling High School in July 1999.

Mr. Qi Feng is our Vice President responsible for our operations on the Shanghai Gold Exchange. Mr. Feng has 12 years of experience in the financial services industry. He worked at E-Money (Shanghai Yimeng Software Technology Ltd.), a provider of securities software listed on China's NEEQ (National Equities Exchange and Quotations), from June 2002 to December 2013, with his last position being general manager of the sales department. From April to November 2014, he served as general manager at Tianjin Zhongyu Precious Metal Management Co., Ltd., a member of the Tianjin Precious Metals Exchange. Mr. Feng graduated from Shanghai Sanmen Vocational School with a degree in real estate development and management in June 1996.

Mr. Sheng Zhao is our Vice President and the general manager of our risk control trading center. Mr. Zhao worked as a designer at Beijing Qingyun Aerospace Instruments Co., Ltd., from September 1993 to July 1994. He was a manager of major clients at Beijing Coca-Cola Beverage Co., Ltd., a bottling facility, from January 1996 to March 2003. Mr. Zhao served as general manager at Beijing Zhongwang Lianhe Consultants Co., Ltd., a company providing investment management services, from April 2009 to April 2010. He was the vice general manager at Tianjin Huanrong Precious Metals Management Co., Ltd., a member of the Tianjin Precious Metals Exchange, from April 2010 to June 2011, before joining us. Mr. Zhao graduated with a bachelor degree in industrial design from Shenyang Institute of Aerospace and Industry in July 1993. He graduated from the University of International Business and Economics in June 2003 with a master's degree in finance.

Mr. Jingbo Wang is our Chief Financial Officer. Mr. Wang has over five years of experience in corporate finance, equity and debt capital markets and mergers and acquisitions. He also has six years of research experience in management studies and computer science. Mr. Wang worked at Deutsche Bank from July 2009 to October 2014, with his last position being vice president in the Corporate Finance Division. Mr. Wang graduated from Tsinghua University with a bachelor degree of engineering in automation in July 2003. He graduated from the University of Hong Kong with a master of philosophy degree in computer science in December 2005 and was awarded a doctor of philosophy degree in management studies from Saïd Business School, University of Oxford, in March 2010.

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Board of Directors

Our board of directors will consist of six directors upon the SEC's declaration of effectiveness of our registration statement on Form F-1 to which this prospectus forms a part. A director is not required to hold any shares in our company to qualify to serve as a director. A director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with our company is required to declare the nature of his interest at a meeting of our directors. A general notice given to the directors by any director to the effect that he is a member, shareholder, director, partner, officer or employee of any specified company or firm and is to be regarded as interested in any contract or transaction with that company or firm shall be deemed a sufficient declaration of interest for the purposes of voting on a resolution in respect to a contract or transaction in which he has an interest, and after such general notice it shall not be necessary to give special notice relating to any particular transaction. A director may vote in respect of any contract or proposed contract or arrangement 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 proposed contract or arrangement is considered. Our board of directors may exercise all of the powers of our company to borrow money, to mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and to issue debentures, debenture stock or other securities whenever money is borrowed or as security for any debt, liability or obligation of our company or of any thirdparty. None of our non-executive directors has a service contract with us that provides for benefits upon termination of service.

Committees of the Board of Directors

Prior to the completion of this offering, we will establish three committees under the board of directors: an audit committee, a compensation committee and a nominating and corporate governance committee. We expect that, at the time of the completion of this offering, all members of our audit committee, and a majority of the members of our compensation committee and nominating and corporate governance committee will be independent within the meaning of Rule 5605(a)(2) of the NASDAQ Listing Rules.

Audit Committee

At the time of completion of this offering, our audit committee will consist of three directors, namely Mr. Feng Li, Mr. Lijun Lin and Ms. Jue Yao, and will be chaired by Mr. Feng Li. We expect that Mr. Feng Li, Mr. Lijun Lin and Ms. Jue Yao satisfy the "independence" requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended, and Rule 5605(a)(2) of the NASDAQ Listing Rules. In addition, we expect that Mr. Feng Li will qualifie as an audit committee financial expert within the meaning of the applicable rule of the SEC. The audit committee will oversee our accounting and financial reporting processes and the audits of the financial statements of our company. The audit committee will be responsible for, among other things:

    §
    selecting the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors;

    §
    setting clear hiring policies for employees or former employees of the independent auditors;

    §
    reviewing with the independent auditors any audit problems or difficulties and management's response;

    §
    reviewing and approving all related-party transactions;

    §
    discussing the annual audited financial statements with management and the independent auditors;

    §
    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;

    §
    reviewing with management and the independent auditors related-party transactions and off-balance sheet transactions and structures;

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    §
    reviewing with management and the independent auditors the effect of regulatory and accounting initiatives;

    §
    reviewing policies with respect to risk assessment and risk management;

    §
    reviewing our disclosure controls and procedures and internal control over financial reporting;

    §
    reviewing reports from the independent auditors regarding all critical accounting policies and practices to be used by our company;

    §
    establishing procedures for the receipt, retention and treatment of complaints we received regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters;

    §
    periodically reviewing and reassessing the adequacy of our audit committee charter;

    §
    such other matters that are specifically delegated to our audit committee by our board of directors from time to time; and

    §
    meeting separately, periodically, with management, the internal auditors and the independent auditors.

Compensation Committee

At the time of this offering, our compensation committee will consist of three directors, namely Ms. Ningfeng Chen, Ms. Jue Yao and Mr. Feng Li, and will be chaired by Ms. Ningfeng Chen. We expect that Ms. Jue Yao and Mr. Feng Li will satisfy the "independence" requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended, and Rule 5605(a)(2) of the NASDAQ Listing Rules. Our compensation committee will assist the board in reviewing and approving the compensation structure of our executive officers, including all forms of compensation to be provided to our executive officers. The compensation committee will be responsible for, among other things:

    §
    reviewing and approving the compensation for our senior executives;

    §
    reviewing and evaluating our executive compensation and benefits policies generally;

    §
    reporting to our board of directors periodically;

    §
    evaluating its own performance and reporting to our board of directors on such evaluation;

    §
    periodically reviewing and assessing the adequacy of the compensation committee charter and recommending any proposed changes to our board of directors; 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

At the time of this offering, our nominating and corporate governance committee will consist of three directors, namely Mr. Wenbin Chen, Mr. Feng Li and Mr. Lijun Lin, and is chaired by Mr. Wenbin Chen. We expect that Mr. Feng Li and Mr. Lijun Lin will satisfy the "independence" requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended, and Rule 5605(a)(2) of the NASDAQ Listing Rules. The nominating and corporate governance committee will assist the board in identifying 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:

    §
    identifying and recommending to the board of directors qualified individuals for membership on the board of directors and its committees;

    §
    reviewing annually with our board of directors its current composition in light of the characteristics of independence, age, skills, experience and availability of service to us;

    §
    overseeing compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance; and

    §
    advising the board periodically with respect to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations, and making

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      recommendations to our board of directors on all matters of corporate governance and on any corrective action to be taken.

Duties of Directors

Under Cayman Islands law, our directors have a fiduciary duty to act honestly, in good faith and with a view to our best interests. Our directors also owe to our company a duty to act with skill and care. It was previously considered that a director need not exhibit in the performance of his duties a greater degree of skill than may reasonably be expected from a person of his 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. In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association, as amended and re-stated from time to time. Our company has the right to seek damages if a duty owed by our directors is breached.

Our board of directors has all the powers necessary for managing, and for directing and supervising, our business affairs. The functions and powers of our board of directors include, among others:

    §
    convening shareholders' annual general meetings and reporting its work to shareholders at such meetings;

    §
    declaring dividends and distributions;

    §
    appointing officers and determining the term of office of officers;

    §
    exercising the borrowing powers of our company and mortgaging the property of our company; and

    §
    approving the transfer of shares of our company, including the registering of such shares in our share register.

Terms of Directors and Officers

Our officers are elected by and serve at the discretion of our board of directors. Our directors are not subject to a term of office and hold office until such time as they are removed from office with or without cause by a board resolution passed by a majority of not less than one half of the directors or by an ordinary resolution of our shareholders. A director will be removed from office automatically if (i) becomes bankrupt or makes any arrangement or composition with his creditors; (ii) dies or is found by our company to be or becomes of unsound mind; (iii) resigns his office by notice in writing to the company; (iv) is removed from office by ordinary resolution or (v) is removed from office pursuant to any other provision of the articles of association.

Employment Agreements

We have entered into employment agreements with our executive officers. Under these agreements, each of our executive officers is employed for an initial term of two years, which term shall be renewed automatically for successive one-year terms unless a one-month notice of non-renewal is given by either party. We may terminate the employment for cause, at any time, without notice or remuneration, for certain acts of the executive officer. An executive officer may terminate his or her employment at any time with not less than one-month prior written notice.

Each executive officer has agreed to hold, both during and after the employment agreement expires or is earlier terminated, in strict confidence and not to use or disclose to any person, corporation or other entity without written consent, any confidential information. Each executive officer has also agreed to assign to our company any intellectual property rights that qualifies or is considered by the Company to qualify for patent, copyright, trademark, trade secret, or any other protection under the laws of PRC or Cayman Islands providing or creating intellectual property rights, during the period of the executive officer's employment with us and for a certain period following termination of the employment agreement that are related to the scope of the employment.

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In addition, all executive officers have agreed to be bound by non-competition and non-solicitation restrictions set forth in their employment agreements. Specifically, each executive officer has agreed to devote all his or her working time and attention to our business and use best efforts to develop our business and interests. Moreover, each executive officer has agreed not to, for a certain period following termination of his or her employment or expiration of the employment agreement: (i) directly or indirectly engage in (whether as an officer, principal, agent, director, employee, partner, affiliate, consultant or other participant), or hold an equity interest of 5% or more in, any business or activity that is in competition with the Company, its subsidiaries or affiliated entities; (ii) solicit, encourage or assist other employees of the Company to seek employment with any business or organization in competition with the Company, its subsidiaries or affiliated entities; or (iii) engage in other activities that may cause conflicts with the interests of the Company during the term of the employment agreement.

Compensation of Directors and Officers

For the fiscal year ended December 31, 2014, the aggregate cash compensation and benefits that we paid to our directors and executive officers was RMB4.9 million (US$0.8 million). No pension, retirement or similar benefits have been set aside or accrued for our executive officers or directors. We have no service contracts with any of our non-executive directors providing for benefits upon termination of employment. Our PRC subsidiaries are required by PRC laws and regulations to make contributions equal to certain percentages of each employee's salary for his or her retirement benefit, medical insurance benefits, housing funds, unemployment and other statutory benefit.

Share Incentive Plans

Win Yin Financial granted stock options and restricted share units on its shares to our employees pursuant to its 2013 Share Option Scheme, 2014 Share Option Scheme and Pre-IPO RSU Scheme, or the Share Incentive Plans. Pursuant to the group reorganization completed on November 18, 2015, our company became the holding company of the group and the majority of the operating PRC subsidiaries under Win Yin Financial became our wholly owned PRC subsidiaries. In connection with the reorganization, we assumed the Share Incentive Plans from Win Yin Financial and adopted the Amended and Restated 2013 Share Option Scheme, Amended and Restated 2014 Share Option Scheme and Amended and Restated Pre-IPO RSU Scheme. We issued stock options and RSUs to our employees to replace the stock options and RSUs issued by Win Yin Financial. The terms and conditions of the stock options and RSUs with respect to vesting and exercisability remain the same.

We plan to grant a maximum of 50,000,000 options to our management and key employees upon the completion of this offering, at an exercise price per share equal to the initial public offering price of our ADSs adjusted to reflect the ADS-to-ordinary share ratio, which will vest in three equal installments upon the first, second and third anniversary of the completion of this offering.

The purpose of the Share Incentive Plans is to enhance our ability to attract and retain highly qualified officers, directors, key employees and other persons, and to motivate such persons to serve us and our affiliates and to expend maximum effort to improve our business results and earnings, by providing such persons an opportunity to acquire or increase a direct interest in our operations and future success.

Amended and Restated 2013 Share Option Scheme

The maximum aggregate number of ordinary shares that can be issued under the Amended and Restated 2013 Share Option Scheme, or the 2013 Share Option Scheme, is 41,000,000. As of the date of this prospectus, we have granted options to purchase an aggregate of 36,771,900 ordinary shares under the Amended and Restated 2013 Share Option Scheme.

Eligible participants.     Our employees, officers, directors, business associates or any other individual as determined by our board of directors, in its sole discretion, has contributed or will contribute to our company, are eligible to participate in the 2013 Share Option Scheme.

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Exercise price.     The exercise price in respect of options granted under the scheme before our initial public offering is US$0.163 per share, subject to any adjustment as a result of any alteration in the capital structure of our company by way of capitalization of profits or reserves, rights issue, sub-division or consolidation of shares or reduction of share capital of our company from time to time, but excluding, for the avoidance of doubt, any alteration in the capital structure of our company as a result of an issue of shares or other securities as consideration in a transaction to which our company is a party.

Vesting schedule.     The administrator of the 2013 Share Option Scheme has the sole discretion in determining the individual vesting schedules and other restrictions applicable to shares awarded and opinions granted under such scheme.

Administration.     The plan is administered by our board of directors.

Lapse of options.     An option issued under the scheme shall lapse automatically under certain circumstances, including, but not limited to, the expiration of option period, termination of employment for cause and the tenth anniversary of the adoption date of the scheme.

Amendment.     Any change to the authority of our board of directors in relation to any alteration to the terms of the scheme must be approved by the shareholders in general meeting. Subject to the above, our board of directors may amend any of the provisions of the scheme at any time provided that such amendment shall not affect adversely any rights which have accrued to any grantee at that date.

Termination.     The scheme will terminate on the tenth anniversary of its date of adoption, unless terminated earlier. We may, by ordinary resolution in general meeting, or our board of directors may, at any time terminate the operation of the scheme and in such event no further options shall be granted. Options granted prior to such termination but not yet exercised at the time of termination shall continue to be valid and exercisable in accordance with the scheme.

Transfer restrictions.     An option is personal to the grantee and shall not be assignable or transferable.

Amended and Restated 2014 Share Option Scheme

The following is a summary of the principal terms of the Amended and Restated 2014 Share Option Scheme, or the 2014 Share Option Scheme. The maximum aggregate number of ordinary shares that can be issued under the Scheme is 80,000,000. As of the date of this prospectus, we have granted options to purchase an aggregate of 60,265,371 ordinary shares under the Amended and Restated 2014 Share Option Scheme.

Eligible participants.     Our employees, officers, directors, business associates or any other individual as determined by our board of directors, in its sole discretion, has contributed or will contribute to our company, are eligible to participate in the 2014 Share Option Scheme.

Exercise price.     The exercise price in respect of options granted under the scheme before our initial public offering is US$0.163 per share subject to any adjustment as a result of any alteration in the capital structure of our company by way of capitalization of profits or reserves, rights issue, sub-division or consolidation of shares or reduction of share capital of our company from time to time, but excluding, for the avoidance of doubt, any alteration in the capital structure of our company as a result of an issue of shares or other securities as consideration in a transaction to which our company is a party.

Vesting schedule.     The administrator of the 2014 Share Option Scheme has the sole discretion in determining the individual vesting schedules and other restrictions applicable to shares awarded and opinions granted under such scheme.

Administration.     The plan is administered by our board of directors.

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Lapse of options.     An option issued under the scheme shall lapse automatically under certain circumstances, including but not limited to, the expiration of option period, termination of employment for cause and the tenth anniversary of the adoption date of the scheme.

Amendment.     Any change to the authority of our board of directors in relation to any alteration to the terms of the scheme must be approved by the shareholders in general meeting. Subject to the above, our board may amend any of the provisions of the scheme at any time provided that such amendment shall not affect adversely any rights which have accrued to any grantee at that date.

Termination.     The scheme will terminate on the tenth anniversary of its date of adoption, unless terminated earlier. We may, by ordinary resolution in general meeting, or our board of directors may, at any time terminate the operation of the scheme and in such event no further options shall be granted. Options granted prior to such termination but not yet exercised at the time of termination shall continue to be valid and exercisable in accordance with the scheme.

Transfer restrictions.     An option is personal to the grantee and shall not be assignable or transferable.

Amended and Restated Pre-IPO RSU Scheme

The following is a summary of the principal terms of the Amended and Restated Pre-IPO RSU Scheme or Pre-IPO RSU Scheme. The shares in aggregate underlying all awards under the Amended and Restated Pre-IPO RSU Scheme shall not exceed 20,000,000. As of the date of this prospectus, we have granted RSUs underlying an aggregate number of 16,740,435 ordinary shares.

Eligible participants.     Our employees, officers, directors, business associates or any other individuals as determined by our board of directors, in its sole discretion, has contributed or will contribute to our company, is eligible to participate in the Pre-IPO RSU Scheme.

Vesting schedule.     The administrator of the Pre-IPO RSU Scheme have sole discretion in determining the individual vesting schedules and other restrictions applicable to shares awarded under such scheme.

Administration.     The plan is administered by our board of directors. The board of directors may delegate the authority to administer the Scheme to one or more directors.

Lapse of options.     An unvested award issued under the scheme shall lapse automatically under certain circumstances, including but not limited to, termination of employment and the winding-up our company.

Amendment.     The terms of the scheme may be altered, amended or waived in any respect by our board of directors provided that such alteration, amendment or waiver shall not affect any subsisting rights of any grantee. Any alteration, amendment or waiver to the scheme of a material nature shall be approved by the shareholders of our company. The board shall have the right to determine whether any proposed alteration, amendment or waiver is material and such determination shall be conclusive.

Termination.     The scheme will terminate on the tenth anniversary of its date of adoption, unless terminated earlier. The scheme may be terminated or our board of directors may at any time terminate prior to the expiry of the scheme period provided that such termination shall not affect any subsisting rights of any grantee and in such event no further awards shall be granted. Awards granted prior to such termination but not yet exercised at the time of termination shall continue to be valid in accordance with the scheme.

Transfer restrictions.     A RSU under the scheme is personal to the grantee and shall not be assignable or transferable.

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The following table summarizes, as of the date of this prospectus, options and RSUs that we granted to our executive officers and to other individuals as a group under our 2013 Share Option Scheme, 2014 Share Option Scheme and Pre-IPO RSU Scheme.


Name
  Ordinary Shares
Underlying
Outstanding
Options / RSUs
Granted
  Exercise Price
(US$ per Share)
  Date of Grant (4)   Date of Expiration (5)

Gang Xu

    * (1)     0.163   December 3, 2013   February 29, 2020

    * (2)     0.163   December 15, 2014   December 31, 2021/2022/2023

Dikuo Bo

    * (2)     0.163   December 15, 2014   December 31, 2021/2022/2023

Jigeng Chen

    * (1)     0.163   December 3, 2013   February 29, 2020

    * (2)     0.163   December 15, 2014   December 31, 2021/2022/2023

Qi Feng

    * (2)     0.163   December 15, 2014   December 31, 2021/2022/2023

    * (2)     0.163   January 13, 2016   December 31, 2021/2022/2023

Sheng Zhao

    * (1)     0.163   December 3, 2013   February 29, 2020

    * (2)     0.163   December 15, 2014   December 31, 2021/2022/2023

Jingbo Wang

    * (2)     0.163   December 15, 2014   December 31, 2021/2022/2023

    * (2)     0.163   January 13, 2016   December 31, 2021/2022/2023

Other individuals as a group

    32,071,900 (1)     0.163   December 3, 2013   February 29, 2020

    41,724,100 (2)     0.163   December 15, 2014   December 31, 2021/2022/2023

    12,665,000 (3)       January 15, 2015   January 12, 2025

    11,841,271 (2)     0.163   January 13, 2016   December 31, 2021/2022/2023

    4,075,435 (3)       January 13, 2016   January 12, 2025

Total

   
113,777,706    
   
 
 
 
 
 

*
The options, RSUs and other rights to acquire ordinary shares in aggregate held by each of these directors and executive officers and their affiliates represent less than 1% of our total outstanding shares.

(1)
Represents rights under the 2013 Share Option Scheme.

(2)
Represents rights under the 2014 Share Option Scheme.

(3)
Represents rights under the Pre-IPO RSU Scheme.

(4)
Date of grant represents the original grant date of the options and RSUs held by the respective director or executive officer and other individuals. No outstanding options or RSUs described in this table are held by a U.S. resident.

(5)
The options granted under the 2013 Share Option Scheme vested on March 1, 2015 and will expire on the fifth anniversary of the vesting date. The options granted under the 2014 Share Option Scheme vest based on the following schedule: (i) first series upon the expiration of six months from the date of listing of the this public offering or January 1, 2017, whichever is later; (ii) second series on the first anniversary thereafter; (iii) third series on the second anniversary thereafter. The RSUs under the Pre-IPO RSU Scheme will expire on the tenth anniversary of the adoption date, January 13, 2015.

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PRINCIPAL SHAREHOLDERS

The following table sets forth information with respect to the beneficial ownership of our ordinary shares, as of the date of this prospectus, by:

The calculations in the shareholder table below assume that there are                             ordinary shares outstanding as of the date of this prospectus prior to the completion of this offering. The total number of ordinary shares outstanding after the completion of this offering and the Concurrent Private Placement will be                             , assuming the underwriters do not exercise their over-allotment option.

Beneficial ownership is determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to the ordinary shares. Except as indicated below, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all ordinary shares shown as beneficially owned by them. 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 of the date of this prospectus, including through the exercise of any option, warrant 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.


 
  Ordinary Shares Beneficially
Owned Prior to This Offering
  Ordinary Shares Beneficially
Owned After This Offering
 
 
  Number   Percentage   Number   Percentage  

Directors and Executive Officers:

                         

Wenbin Chen (1)

    400,000,000     40 %                                

Ming Yan (1)

    300,000,000     30 %                                

Ningfeng Chen (1)

    300,000,000     30 %                                

Gang Xu

                                         

Dikuo Bo

                                         

Jigeng Chen

                                         

Qi Feng

                                         

Sheng Zhao

                                         

Jingbo Wang

                                         

All directors and executive officers as a group

    1,000,000,000     100 %                                

Principal Shareholders:

                         

Coreworth Investments Limited (2)

    400,000,000     40 %                                

Harmony Creek Investments Limited (3)

    300,000,000     30 %                                

Rich Horizon Investments Limited (4)

    300,000,000     30 %                                

*
Less than 1% of our total outstanding shares.

(1)
Mr. Wenbin Chen is the sole shareholder of Coreworth Investments Limited, or Coreworth, and is deemed to be interested in 400,000,000 Shares held by Coreworth. The business address of Mr. Chen is 12th Floor, Block B, Zhenhua Enterprise Plaza, No. 3261 Dongfang Road, Pudong District, Shanghai, People's Republic of China, 200125. Mr. Ming Yan is the sole shareholder of Harmony Creek Investments Limited, or Harmony Creek, and is deemed to be interested in 300,000,000 shares held by Harmony Creek. The business address of Mr. Yan is 12th Floor, Block B, Zhenhua Enterprise Plaza, No. 3261 Dongfang Road, Pudong District, Shanghai, People's Republic of China, 200125. Ms. Ningfeng Chen is the sole shareholder of Rich Horizon Investments Limited, or Rich Horizon, and is deemed to be interested in

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    300,000,000 shares held by Rich Horizon. The business address of Ms. Chen is 12th Floor, Block B, Zhenhua Enterprise Plaza, No. 3261 Dongfang Road, Pudong District, Shanghai, People's Republic of China, 200125.

(2)
Coreworth is a company incorporated under the laws of BVI and wholly owned by Mr. Wenbin Chen. Its registered address is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.

(3)
Harmony Creek is a company incorporated under the laws of BVI and wholly owned by Mr. Ming Yan. Its registered address is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.

(4)
Rich Horizon is a company incorporated under the laws of BVI and wholly owned by Ms. Chen. Its registered address is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.

As of the date of the prospectus, none of our outstanding ordinary shares are held by record holders in the United States. None of our shareholders has informed us that he or she is affiliated with a registered broker-dealer or is 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.

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RELATED PARTY TRANSACTIONS

Transactions with Certain Directors, Shareholders and Affiliates and Key Management Personnel

Reorganization.     See "History and Corporate Structure."

Risk Sharing Agreements.     At the early stage of our operation, our customer base and customer trading volume grew quickly while we had a relatively small capital base. Out of concern that we could not withstand all the market risks associated with our principal positions, we entered into risk sharing agreements with companies controlled by Mr. Wenbin Chen, Mr. Ming Yan and Ms. Ningfeng Chen, respectively, to share any profit or loss generated from such positions. Pursuant to these agreements, certain percentages of our spread fees and trading gains or losses arising from exchange-traded spot commodity contracts with customers, regardless of being positive or negative, were shared among these companies and us. During the year ended December 31, 2013, the percentage of such trading gains and losses shared with these companies ranged from 30% to 50%. The risk sharing agreements were terminated at the end of November 2013 with no termination compensation incurred and the amount we shared under such risk sharing agreements in 2013 was RMB244.3 million. As of December 31, 2013, we had an amount of RMB6.9 million payable and RMB3.0 million receivable under such arrangement, which were all settled subsequently. We did not incur any risk sharing expenses with related parties in 2014 and do not expect to incur such expenses with related parties in the future.

Research Service Arrangement.     Prior to December 2013, we outsourced research support services to Shanghai Han Yu Information Technology Co., Ltd., or Shanghai Han Yu, which was 100% controlled by Mr. Ming Yan. We entered into a service agreement with Shanghai Han Yu on normal commercial terms in November 2011, pursuant to which Shanghai Han Yu provided research reports, VIP customer service, training of company personnel, seminars and other services to us. According to the service agreement, we are the owner of the related intellectual property rights of such research products and materials. In order to increase our control of research operation, we terminated such service agreement in late November 2013. We did not incur any termination fee and total research service expense incurred was RMB106.1 million for the year of 2013. As of December 31, 2013, we had a total of RMB0.8 million payable to Shanghai Han Yu, which was fully paid in January 2014. We did not incur such research services expenses in 2014 and have no plan to outsource such services in the future.

Related Party Loans.     In 2013, we borrowed unsecured and non-interest bearing loans with no fixed repayment terms of RMB50.7 million from certain shareholders of our Company or entities controlled by those shareholders, which were fully repaid in 2014. On December 14, 2015, we borrowed an interest-free shareholder loan of US$39.4 million from our founders to increase the working capital of the Company, which was waived in full by our founders on the same day and the amount of such loans was recorded as additional paid-in capital of the Company. In December 2015, we received an interest-free loan of RMB118.9 million (US$18.4 million) from a founding shareholder in connection with our reorganization, which was repaid in full in February 2016.

In 2013, we extended unsecured and non-interest bearing loans with no fixed repayment terms of RMB99.8 million to certain shareholders of our Company or entities controlled by those shareholders, which were repaid in full in 2014. In 2014, an additional loan in the amount of RMB28.0 million with the same terms of the loans issued in 2013 were extended to related parties, of which RMB21.5 million were repaid in 2014 and the remaining amount repaid in May 2015. In 2015, additional loans of RMB40.0 million with the same terms of the loans issued in 2013 were extended to a related party, which were repaid in full during the same year.

Other Related Party Transactions.     In 2014, Yin Tian Xia Technology sold application service totaling RMB1.8 million to entities wholly and jointly owned by the three founders of the Company. During the year

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ended December 31, 2015, Yin Tian Xia Technology sold application services totaling RMB7.8 million (US$1.2 million) to entities wholly and jointly owned by the three founders of the Company.

Employment Agreements

See "Management — Employment Agreements" for a description of the employment agreements we have entered into with our senior executive officers.

Share Incentives

See "Management — Share Incentive Plans" for a description of share options and restricted share units we have granted to our directors, officers and other individuals as a group.

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DESCRIPTION OF SHARE CAPITAL

We are a Cayman Islands company and our affairs are governed by our memorandum and articles of association and the Companies Law (as amended) of the Cayman Islands, or Companies Law.

As of the date of this prospectus, the Company is authorized to issue a maximum of 3,000,000,000 ordinary shares, with a par value of US$0.00001 each and of a single class. As of the date of this prospectus, there are 1,000,000,000 ordinary shares issued and outstanding.

Our amended and restated memorandum and articles of association will become effective upon completion of this offering. The following are summaries of material provisions of our proposed amended and restated memorandum and articles of association and the Companies Law as they relate to the material terms of our ordinary shares that we expect will become effective upon the closing of this offering.

The following discussion primarily concerns the ordinary shares and the rights of holders of the Shares. The holders of ADSs will not be treated as our shareholders and will be required to surrender their ADSs for cancellation and withdrawal from the depositary facility in which the shares are held in accordance with the provisions of the deposit agreement in order to exercise directly shareholders' rights in respect of the Shares. The depositary will agree, so far as it is practical, to vote or cause to be voted the amount of the Shares represented by ADSs in accordance with the non-discretionary written instructions of the holders of such ADSs. See "Description of American Depositary Shares — Voting Rights".

Exempted Company

We are an exempted company incorporated with limited liability under the Companies Law. The Companies Law 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 resident company except for the exemptions and privileges listed below:

Ordinary Shares

General

All of our outstanding ordinary shares are fully paid and non-assessable. Our shareholders who are non-residents of the Cayman Islands may freely hold and vote their ordinary shares.

Dividends

The holders of our ordinary shares are entitled to receive such dividends as may be declared by our board of directors subject to our memorandum and articles of association and the Companies Law. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our directors. Under Cayman Islands law, dividends may be paid only out of profits and

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out of share premium. No dividend may be declared and paid unless our directors determine that, immediately after the payment, we will be able to satisfy our liabilities as they become due in the ordinary course of business and we have funds lawfully available for such purpose.

Register of Members

Under Cayman Islands law, we must keep a register of members and there must be entered therein:

Under Cayman Islands law, the register of members of our company is prima facie evidence of the matters set out therein (i.e., the register of members will raise a presumption of fact on the matters referred to above unless rebutted). Upon the closing of this public offering, the register of members will be immediately updated to reflect the issue of shares by us as to the depositary. Once our register of members has been updated, the shareholders recorded in the register of members will be deemed to have legal title to the shares set against their names.

If the name of any person is, without sufficient cause, entered in or omitted from the register of members, or if default is made or unnecessary delay takes place in entering on the register the fact of any person having ceased to be a member, the person or member aggrieved or any member or the company itself may apply to the Cayman Islands Grand Court for an order that the register be rectified, and the Court may either refuse such application or it may, if satisfied of the justice of the case, make an order for the rectification of the register.

Class of Ordinary Shares

There is only one class of ordinary shares.

Voting Rights

Holders of our ordinary shares have the right to receive notice of, attend, speak and vote at general meetings of our company. Each ordinary share shall be entitled to one vote on all matters subject to the vote at general meetings of our company. 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. An ordinary resolution to be passed by the shareholders requires the affirmative vote of a simple majority of the votes attaching to the ordinary shares cast in a general meeting, which can be an annual general meeting or a special meeting of shareholders. A special resolution requires the affirmative vote of no less than two-thirds of the votes attaching to the ordinary shares cast in 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-IPO 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 memorandum and articles of association.

General Meetings and Shareholder Proposals

As a Cayman Islands exempted company, we are not obliged by the Companies Law to call shareholders' annual general meetings. Our post-IPO 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 will specify the meeting as such in the notices calling it, and the annual general meeting will be held at such time and place as may be determined by our directors. We, however, will hold an annual shareholders' meeting during each fiscal year, as required by NASDAQ rules.

Cayman Islands 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-IPO memorandum and articles of association allow our shareholders holding at least 20% of paid-in-capital to requisition a special meeting of

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the shareholders, in which case the directors are obliged to call such meeting and to put the resolutions so requisitioned to a vote at such meeting; however, our post-IPO 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.

A quorum required for a meeting of shareholders consists of one or more shareholders holding not less than one-third of all paid up voting share capital of our company present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative. Advance notice of at least seven business days is required for the convening of our annual general meeting and other shareholders meetings.

Transfer of Ordinary Shares

Subject to the restrictions in our amended and restated memorandum and articles of association as 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.

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 directors may also decline to register any transfer of any ordinary share unless:

The registration of transfers of shares or of any class of shares may, after compliance with any notice requirement of the designated stock exchange, be suspended at such times and for such periods (not exceeding in the whole thirty (30) days in any year) as the Board may determine.

Liquidation

On a return of capital on winding-up or otherwise (other than on conversion, redemption or purchase of ordinary shares), assets available for distribution among the holders of ordinary shares will be distributed among the holders of the ordinary shares on a pro rata basis. 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 proportionately. 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 in a notice served to such shareholders at least 14 calendar days prior to the specified time and place of payment. The ordinary shares that have been called upon and remain unpaid on the specified time are subject to forfeiture.

Redemption, Repurchase and Surrender of Ordinary Shares

We may issue shares on terms that such shares are subject to redemption, at our option or at the option of the holders thereof, on such terms and in such manner as may be determined, before the issue of such shares, by our board of directors or by a special resolution of our shareholders. Our company may also repurchase any of our shares provided that the manner and terms of such purchase have been approved by

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our board of directors and agree with the shareholder, or are otherwise authorized by our memorandum and articles of association. Under the Companies Law, the redemption or repurchase of any share may be paid out of our company's profits or one of the share premium account, or out of the proceeds of a fresh issue of shares made for the purpose of such redemption or repurchase, or, if so authorized by its articles of association, out of capital 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 the share capital is divided into different classes of shares, the rights attached to any class of shares may, unless otherwise provided by the terms of issue of the shares of that class, be varied with the sanction of a special resolution of the holders of the shares of that class.

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. However, we will provide our shareholders with annual audited financial statements. See "Where You Can Find Additional Information."

Changes in Capital

Our shareholders may from time to time by ordinary resolutions:

Subject to the Companies Law, our shareholders may by special resolution reduce our share capital and any capital redemption reserve in any manner authorized by law.

History of Securities Issuances

The following is a summary of our securities issuances and repurchases since our incorporation.

Ordinary Shares

We were incorporated in the Cayman Islands on November 4, 2015, with an authorized share capital of US$30,000 divided into 3,000,000,000 ordinary shares, with a par value of US$0.00001 each, of which 1,000,000,000 ordinary shares were issued and outstanding, of which 400,000,000 shares were owned by Mr. Wenbin Chen through Coreworth, 300,000,000 shares were owned by Mr. Ming Yan through Harmony Creek and 300,000,000 shares were owned by Ms. Ningfeng Chen through Rich Horizon.

Share Options and Restricted Shares

As of the date of this prospectus, we have granted options to purchase a maximum of 36,771,900 shares under our Amended and Restated 2013 Share Option Scheme and options to purchase a maximum of 60,265,371 shares under the Amended and Restated 2014 Share Option Scheme. We have also granted a

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maximum of 16,740,435 restricted share units under the Pre-IPO RSU Scheme. See "Management — Share Incentive Plans." We plan to grant a maximum of 50,000,000 options to our management and key employees upon the completion of this offering, at an exercise price per share equal to the initial public offering price of our ADSs adjusted to reflect the ADS-to-ordinary share ratio, which will vest in three equal installments upon the first, second and third anniversary of the completion of this offering.

Differences in Corporate Law

The Companies Law is modeled after that of the English companies legislation but does not follow recent English law 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 Delaware 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 Delaware corporations and their shareholders.

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, (a) "merger" means the merging of two or more constituent companies and the vesting of their undertakings, property and liabilities in one of such companies as the surviving company and (b) a "consolidation" means the combination of two or more constituent companies into a consolidated company and the vesting of the undertakings, 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 together with a declaration as to the solvency of the consolidated or surviving company, a declaration as to 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. Dissenting shareholders have the right to be paid the fair value of their shares (which, if not agreed between the parties, will be determined by the Cayman Islands court) if they follow the required procedures, subject to certain exceptions. Court approval is not required for a merger or consolidation which is effected in compliance with these statutory procedures.

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:

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When a takeover offer is made and accepted by holders of 90% of the shares affected (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 the arrangement and reconstruction is thus approved, the dissenting shareholder would have no rights comparable to appraisal rights, which would otherwise ordinarily be available to dissenting shareholders of United States 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:

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 must act in a manner he or she reasonably believes to be in the best interests of the corporation. A director 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 interests of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder 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, the 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 company including a duty to act bona fide in the best interests of the company, a duty not to make a personal profit out of his or her position as director (unless the company permits him or her to do so), a duty not to put himself or herself in a position where the interests of the company conflict with his or her personal interests 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, there are indications that the English and commonwealth courts are moving towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands.

Under our post-IPO memorandum and articles of association, directors who are in any way, whether directly or indirectly, interested in a contract or proposed contract with our company must declare the nature of

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their interest at a meeting of the board of directors. Following such declaration, a director may vote in respect of any contract or proposed contract notwithstanding his interest.

Shareholder Action by Written Resolution

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. The Companies Law and our post-IPO memorandum and 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.

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 for a single director, which increases the shareholder's voting power with respect to electing such director. There are no prohibitions in relation to cumulative voting under the laws of the Cayman Islands but our post-IPO memorandum and articles of association do not provide for cumulative voting.

Removal of Directors

Under the Delaware General Corporation Law, a director of a corporation may be removed with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under our post-offering amended and restated memorandum and articles of association, directors may be removed with or without cause, by an ordinary resolution of our shareholders.

Transactions with Interested Shareholders

The Delaware General Corporation Law contains a business combination statute applicable to Delaware public corporations whereby, unless the corporation has specifically elected not to be governed by 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 on which such person becomes an interested shareholder. An interested shareholder generally is one which owns or owned 15% or more of the target's outstanding voting shares within the past three years. This has the effect of limiting the ability of a potential acquiror 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 that resulted in the person becoming an interested shareholder. This encourages any potential acquiror of a Delaware public 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 entered into must be bona fide in the best interests of the company, for a proper corporate purpose and not with the effect of perpetrating a fraud on the minority shareholders.

Dissolution and 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. The Delaware General Corporation Law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board of directors. Under the Companies Law, our company may be dissolved, liquidated or wound up by a special resolution, or by an ordinary resolution on the basis that our company is unable to pay its debts as they fall due.

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Variation of Rights of Shares

If at any time, our share capital is divided into different classes 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 our post-IPO memorandum and articles of association and as permitted by the Companies Law, if our share capital is divided into more than one class of shares, we may vary the rights attached to any class with the sanction of a special resolution 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 certificate of incorporation provides otherwise. Under the Companies Law, our post-IPO memorandum and articles of association may only be amended by a special resolution of our shareholders.

Inspection of Books and Records

Under the Delaware General Corporation Law, any shareholder of a corporation may for any proper purpose inspect or make copies of the corporation's stock ledger, list of shareholders and other books and records. Holders of our shares will have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or our corporate records. However, we intend to provide our shareholders with annual reports containing audited financial statements.

Anti-takeover Provisions

Some provisions of our post-IPO memorandum and articles of association may discourage, delay or prevent a change of control of our company or management that shareholders may consider favorable, including a provision that authorizes 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.

However, under Cayman Islands law, our directors may only exercise the rights and powers granted to them under our memorandum and articles of association for a proper purpose and for what they believe in good faith to be in the best interests of our company.

Rights of Non-resident or Foreign Shareholders

There are no limitations imposed by foreign law or by our post-IPO memorandum and articles of association on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our ordinary shares. In addition, there are no provisions in our post-IPO memorandum and articles of association governing the ownership threshold above which shareholder ownership must be disclosed.

Staggered Board of Directors

The Companies Law and our post-IPO memorandum and articles of association do not contain statutory provisions that require staggered board arrangements for a Cayman Islands company.

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DESCRIPTION OF AMERICAN DEPOSITARY SHARES

American Depositary Shares

                             , as depositary, will register and deliver American Depositary Shares, also referred to as ADSs. Each ADS will represent           shares (or a right to receive          shares) deposited with                    , as custodian for the depositary in Hong Kong. Each ADS will also represent any other securities, cash or other property which may be held by the depositary. The depositary's office at which the ADSs will be administered is located at                    . The depositary's principal executive office is located at          .

You may hold ADSs either (A) directly (i) by having an American Depositary Receipt, also referred to as an ADR, which is a certificate evidencing a specific number of ADSs, registered in your name, or (ii) by having uncertificated ADSs registered in your name, or (B) indirectly by holding a security entitlement in ADSs through your broker or other financial institution that is a direct or indirect participant in The Depository Trust Company, also called DTC. If you hold ADSs directly, you are a registered ADS holder, also referred to as an ADS holder. This description assumes you are an ADS holder. If you hold the ADSs indirectly, you must rely on the procedures of your broker or other financial institution to assert the rights of ADS holders described in this section. You should consult with your broker or financial institution to find out what those procedures are.

Registered holders of uncertificated ADSs will receive statements from the depositary confirming their holdings.

As an ADS holder, we will not treat you as one of our shareholders and you will not have shareholder rights. Cayman Islands law governs shareholder rights. The depositary will be the holder of the shares underlying your ADSs. As a registered holder of ADSs, you will have ADS holder rights. A deposit agreement among us, the depositary, ADS holders and all other persons indirectly or beneficially holding ADSs sets out ADS holder rights as well as the rights and obligations of the depositary. New York law governs the deposit agreement and the ADSs.

The following is a summary of the material provisions of the deposit agreement. For more complete information, you should read the entire deposit agreement and the form of ADR. Directions on how to obtain copies of those documents are provided on page 168.

Dividends and Other Distributions

How will you receive dividends and other distributions on the shares?

The depositary has agreed to pay or distribute to ADS holders the cash dividends or other distributions it or the custodian receives on shares or other deposited securities, upon payment or deduction of its fees and expenses. You will receive these distributions in proportion to the number of shares your ADSs represent.

Cash.     The depositary will convert any cash dividend or other cash distribution we pay on the shares into U.S. dollars, if it can do so on a reasonable basis and can transfer the U.S. dollars to the United States. If that is not possible or if any government approval is needed and cannot be obtained, the deposit agreement allows the depositary to distribute the foreign currency only to those ADS holders to whom it is possible to do so. It will hold the foreign currency it cannot convert for the account of the ADS holders who have not been paid. It will not invest the foreign currency and it will not be liable for any interest.

Before making a distribution, any withholding taxes, or other governmental charges that must be paid will be deducted. See "Taxation" for additional information. It will distribute only whole U.S. dollars and cents and will round fractional cents to the nearest whole cent. If the exchange rates fluctuate during a time when the depositary cannot convert the foreign currency, you may lose some of the value of the distribution.

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Shares.     The depositary may distribute additional ADSs representing any shares we distribute as a dividend or free distribution. The depositary will only distribute whole ADSs. It will sell shares which would require it to deliver a fraction of an ADS (or ADSs representing those shares) and distribute the net proceeds in the same way as it does with cash. If the depositary does not distribute additional ADSs, the outstanding ADSs will also represent the new shares. The depositary may sell a portion of the distributed shares (or ADSs representing those shares) sufficient to pay its fees and expenses in connection with that distribution.

Rights to purchase additional shares.     If we offer holders of our securities any rights to subscribe for additional shares or any other rights, the depositary may (i) exercise those rights on behalf of ADS holders, (ii) distribute those rights to ADS holders or (iii) sell those rights and distribute the net proceeds to ADS holders, in each case after deduction or upon payment of its fees and expenses. To the extent the depositary does not do any of those things, it will allow the rights to lapse. In that case, you will receive no value for them. The depositary will exercise or distribute rights only if we ask it to and provide satisfactory assurances to the depositary that it is legal to do so. If the depositary will exercise rights, it will purchase the securities to which the rights relate and distribute those securities or, in the case of shares, new ADSs representing the new shares, to subscribing ADS holders, but only if ADS holders have paid the exercise price to the depositary. U.S. securities laws may restrict the ability of the depositary to distribute rights or ADSs or other securities issued on exercise of rights to all or certain ADS holders, and the securities distributed may be subject to restrictions on transfer.

Other Distributions.     The depositary will send to ADS holders anything else we distribute on deposited securities by any means it thinks is legal, fair and practical. If it cannot make the distribution in that way, the depositary has a choice. It may decide to sell what we distributed and distribute the net proceeds, in the same way as it does with cash. Or, it may decide to hold what we distributed, in which case ADSs will also represent the newly distributed property. However, the depositary is not required to distribute any securities (other than ADSs) to ADS holders unless it receives satisfactory evidence from us that it is legal to make that distribution. The depositary may sell a portion of the distributed securities or property sufficient to pay its fees and expenses in connection with that distribution. U.S. securities laws may restrict the ability of the depositary to distribute securities to all or certain ADS holders, and the securities distributed may be subject to restrictions on transfer.

The depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADS holders. We have no obligation to register ADSs, shares, rights or other securities under the Securities Act. We also have no obligation to take any other action to permit the distribution of ADSs, shares, rights or anything else to ADS holders. This means that you may not receive the distributions we make on our shares or any value for them if it is illegal or impractical for us to make them available to you .

Deposit, Withdrawal and Cancellation

How are ADSs issued?

The depositary will deliver ADSs if you or your broker deposits shares or evidence of rights to receive shares with the custodian. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will register the appropriate number of ADSs in the names you request and will deliver the ADSs to or upon the order of the person or persons that made the deposit.

Except for ordinary shares deposited by us in connection with this offering, no shares will be accepted for deposit during a period of 180 days after the date of this prospectus. The 180-day lock-up period is subject to adjustment under certain circumstances as described in the section entitled "Shares Eligible for Future Sale — Lock-up Agreements."

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How can ADS holders withdraw the deposited securities?

You may surrender your ADSs for the purpose of withdrawal at the depositary's office. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will deliver the shares and any other deposited securities underlying the ADSs to the ADS holder or a person the ADS holder designates at the office of the custodian. Or, at your request, risk and expense, the depositary will deliver the deposited securities at its office, if feasible. The depositary may charge you a fee and its expenses for instructing the custodian regarding delivery of deposited securities.

How do ADS holders interchange between certificated ADSs and uncertificated ADSs?

You may surrender your ADR to the depositary for the purpose of exchanging your ADR for uncertificated ADSs. The depositary will cancel that ADR and will send to the ADS holder a statement confirming that the ADS holder is the registered holder of uncertificated ADSs. Upon receipt by the depositary of a proper instruction from a registered holder of uncertificated ADSs requesting the exchange of uncertificated ADSs for certificated ADSs, the depositary will execute and deliver to the ADS holder an ADR evidencing those ADSs.

Voting Rights

How do you vote?

ADS holders may instruct the depositary how to vote the number of deposited shares their ADSs represent. If we request the depositary to solicit your voting instructions (and we are not required to do so), the depositary will notify you of a shareholders' meeting and send or make voting materials available to you. Those materials will describe the matters to be voted on and explain how ADS holders may instruct the depositary how to vote. For instructions to be valid, they much reach the depositary by a date set by the depositary. The depositary will try, as far as practical, subject to the laws of the Cayman Islands and the provisions of our articles of association or similar documents, to vote or to have its agents vote the shares or other deposited securities as instructed by ADS holders. If we do not request the depositary to solicit your voting instructions, you can still send voting instructions, and, in that case, the depositary may try to vote as you instruct, but it is not required to do so.

Except by instructing the depositary as described above, you won't be able to exercise voting rights unless you surrender your ADSs and withdraw the shares. However, you may not know about the meeting enough in advance to withdraw the shares. If we timely requested the depositary to solicit your instructions but no instructions are received by the depositary from an owner with respect to any of the deposited securities represented by the ADSs of that owner on or before the date established by the depositary for such purpose, the depositary shall deem that owner to have instructed the depositary to give a discretionary proxy to a person designated by us with respect to such deposited securities, and the depositary shall give a discretionary proxy to a person designated by us to vote such deposited securities. However, no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter if we inform the depositary we do not wish such proxy given, substantial opposition exists or the rights of holders of the ordinary shares would be materially and adversely affected.

We cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote your shares. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions. This means that you may not be able to exercise voting rights and there may be nothing you can do if your shares are not voted as you requested.

In order to give you a reasonable opportunity to instruct the depositary as to the exercise of voting rights relating to Deposited Securities, if we request the depositary to act, we agree to give the depositary notice of any such meeting and details concerning the matters to be voted upon at least 45 days in advance of the meeting date.

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Fees and Expenses

Persons depositing or withdrawing shares or ADS holders must pay:   For:

$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)

 

Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property

 

 

Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates

$.05 (or less) per ADS

 

Any cash distribution to ADS holders

A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs

 

Distribution of securities distributed to holders of deposited securities (including rights) that are distributed by the depositary to ADS holders

$.05 (or less) per ADS per calendar year

 

Depositary services

Registration or transfer fees

 

Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares

Expenses of the depositary

 

Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement)

 

 

converting foreign currency to U.S. dollars

Taxes and other governmental charges the depositary or the custodian has to pay on any ADSs or shares underlying ADSs, such as stock transfer taxes, stamp duty or withholding taxes

 

As necessary

Any charges incurred by the depositary or its agents for servicing the deposited securities

 

As necessary

The depositary collects its fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deduction from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. The depositary may collect any of its fees by deduction from any cash distribution payable (or by selling a portion of securities or other property distributable) to ADS holders that are obligated to pay those fees. The depositary may generally refuse to provide fee-attracting services until its fees for those services are paid.

From time to time, the depositary may make payments to us to reimburse us for costs and expenses generally arising out of establishment and maintenance of the ADS program, waive fees and expenses for services provided to us by the depositary or share revenue from the fees collected from ADS holders. In performing its duties under the deposit agreement, the depositary may use brokers, dealers, foreign currency or other service providers that are owned by or affiliated with the depositary and that may earn or share fees, spreads or commissions.

The depositary may convert currency itself or through any of its affiliates and, in those cases, acts as principal for its own account and not as agent, advisor, broker or fiduciary on behalf of any other person and earns revenue, including, without limitation, transaction spreads, that it will retain for its own account. The

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revenue is based on, among other things, the difference between the exchange rate assigned to the currency conversion made under the deposit agreement and the rate that the depositary or its affiliate receives when buying or selling foreign currency for its own account. The depositary makes no representation that the exchange rate used or obtained in any currency conversion under the deposit agreement will be the most favorable rate that could be obtained at the time or that the method by which that rate will be determined will be the most favorable to ADS holders, subject to the depositary's obligations under the deposit agreement. The methodology used to determine exchange rates used in currency conversions is available upon request.

Payment of Taxes

You will be responsible for any taxes or other governmental charges payable on your ADSs or on the deposited securities represented by any of your ADSs. The depositary may refuse to register any transfer of your ADSs or allow you to withdraw the deposited securities represented by your ADSs until those taxes or other charges are paid. It may apply payments owed to you or sell deposited securities represented by your American Depositary Shares to pay any taxes owed and you will remain liable for any deficiency. If the depositary sells deposited securities, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to ADS holders any proceeds, or send to ADS holders any property, remaining after it has paid the taxes.

Tender and Exchange Offers; Redemption, Replacement or Cancellation of Deposited Securities

The depositary will not tender deposited securities in any voluntary tender or exchange offer unless instructed to do by an ADS holder surrendering ADSs and subject to any conditions or procedures the depositary may establish.

If deposited securities are redeemed for cash in a transaction that is mandatory for the depositary as a holder of deposited securities, the depositary will call for surrender of a corresponding number of ADSs and distribute the net redemption money to the holders of called ADSs upon surrender of those ADSs.

If there is any change in the deposited securities such as a sub-division, combination or other reclassification, or any merger, consolidation, recapitalization or reorganization affecting the issuer of deposited securities in which the depositary receives new securities in exchange for or in lieu of the old deposited securities, the depositary will hold those replacement securities as deposited securities under the deposit agreement. However, if the depositary decides it would not be lawful and to hold the replacement securities because those securities could not be distributed to ADS holders or for any other reason, the depositary may instead sell the replacement securities and distribute the net proceeds upon surrender of the ADSs.

If there is a replacement of the deposited securities and the depositary will continue to hold the replacement securities, the depositary may distribute new ADSs representing the new deposited securities or ask you to surrender your outstanding ADRs in exchange for new ADRs identifying the new deposited securities.

If there are no deposited securities underlying ADSs, including if the deposited securities are cancelled, or if the deposited securities underlying ADSs have become apparently worthless, the depositary may call for surrender or of those ADSs or cancel those ADSs upon notice to the ADS holders.

Amendment and Termination

How may the deposit agreement be amended?

We may agree with the depositary to amend the deposit agreement and the ADRs without your consent for any reason. If an amendment adds or increases fees or charges, except for taxes and other governmental charges or expenses of the depositary for registration fees, facsimile costs, delivery charges or similar items,

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or prejudices a substantial right of ADS holders, it will not become effective for outstanding ADSs until 30 days after the depositary notifies ADS holders of the amendment. At the time an amendment becomes effective, you are considered, by continuing to hold your ADSs, to agree to the amendment and to be bound by the ADRs and the deposit agreement as amended .

How may the deposit agreement be terminated?

The depositary will initiate termination of the deposit agreement if we instruct it to do so. The depositary may initiate termination of the deposit agreement if:

If the deposit agreement will terminate, the depositary will notify ADS holders at least 90 days before the termination date. At any time after the termination date, the depositary may sell the deposited securities. After that, the depositary will hold the money it received on the sale, as well as any other cash it is holding under the deposit agreement, unsegregated and without liability for interest, for the pro rata benefit of the ADS holders that have not surrendered their ADSs. Normally, the depositary will sell as soon as practicable after the termination date.

After the termination date and before the depositary sells, ADS holders can still surrender their ADSs and receive delivery of deposited securities, except that the depositary may refuse to accept a surrender for the purpose of withdrawing deposited securities if it would interfere with the selling process. The depositary may refuse to accept a surrender for the purpose of withdrawing sale proceeds until all the deposited securities have been sold. The depositary will continue to collect distributions on deposited securities, but, after the termination date, the depositary is not required to register any transfer of ADSs or distribute any dividends or other distributions on deposited securities to the ADSs holder (until they surrender their ADSs) or give any notices or perform any other duties under the deposit agreement except as described in this paragraph.

Limitations on Obligations and Liability

Limits on our Obligations and the Obligations of the Depositary; Limits on Liability to Holders of ADSs

The deposit agreement expressly limits our obligations and the obligations of the depositary. It also limits our liability and the liability of the depositary. We and the depositary:

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In the deposit agreement, we and the depositary agree to indemnify each other under certain circumstances.

Requirements for Depositary Actions

Before the depositary will deliver or register a transfer of ADSs, make a distribution on ADSs, or permit withdrawal of shares, the depositary may require:

The depositary may refuse to deliver ADSs or register transfers of ADSs when the transfer books of the depositary or our transfer books are closed or at any time if the depositary or we think it advisable to do so.

Your Right to Receive the Shares Underlying your ADSs

ADS holders have the right to cancel their ADSs and withdraw the underlying shares at any time except:

This right of withdrawal may not be limited by any other provision of the deposit agreement.

Pre-release of ADSs

The deposit agreement permits the depositary to deliver ADSs before deposit of the underlying shares. This is called a pre-release of the ADSs. The depositary may also deliver shares upon cancellation of pre-released ADSs (even if the ADSs are canceled before the pre-release transaction has been closed out). A pre-release is closed out as soon as the underlying shares are delivered to the depositary. The depositary may receive ADSs instead of shares to close out a pre-release. The depositary may pre-release ADSs only under the following conditions: (1) before or at the time of the pre-release, the person to whom the pre-release is being made represents to the depositary in writing that it or its customer owns the shares or ADSs to be deposited; (2) the pre-release is fully collateralized with cash or other collateral that the depositary considers appropriate; and (3) the depositary must be able to close out the pre-release on not more than five business days' notice. In addition, the depositary will limit the number of ADSs that may be outstanding at any time as a result of pre-release, although the depositary may disregard the limit from time to time if it thinks it is appropriate to do so.

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Direct Registration System

In the deposit agreement, all parties to the deposit agreement acknowledge that the Direct Registration System, also referred to as DRS, and Profile Modification System, also referred to as Profile, will apply to the ADSs. DRS is a system administered by DTC that facilitates interchange between registered holding of uncertificated ADSs and holding of security entitlements in ADSs through DTC and a DTC participant. Profile is feature of DRSs that allows a DTC participant, claiming to act on behalf of a registered holder of uncertificated ADSs, to direct the depositary to register a transfer of those ADSs to DTC or its nominee and to deliver those ADSs to the DTC account of that DTC participant without receipt by the depositary of prior authorization from the ADS holder to register that transfer.

In connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties to the deposit agreement understand that the depositary will not determine whether the DTC participant that is claiming to be acting on behalf of an ADS holder in requesting registration of transfer and delivery as described in the paragraph above has the actual authority to act on behalf of the ADS holder (notwithstanding any requirements under the Uniform Commercial Code). In the deposit agreement, the parties agree that the depositary's reliance on and compliance with instructions received by the depositary through the DRS/Profile system and in accordance with the deposit agreement will not constitute negligence or bad faith on the part of the depositary.

Shareholder communications; inspection of register of holders of ADSs

The depositary will make available for your inspection at its office all communications that it receives from us as a holder of deposited securities that we make generally available to holders of deposited securities. The depositary will send you copies of those communications or otherwise make those communications available to you if we ask it to. You have a right to inspect the register of holders of ADSs, but not for the purpose of contacting those holders about a matter unrelated to our business or the ADSs.

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SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of this offering and the Concurrent Private Placement we will have outstanding                             ADSs representing                              ordinary shares, or approximately                             % of our                             total outstanding ordinary shares. All of the ADSs sold in this offering will be freely transferable by persons other than our "affiliates" without restriction or further registration under the Securities Act. 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 ordinary shares or the ADSs, and while application has been made for the ADSs to be listed on the NASDAQ, a regular trading market for our ADSs may not develop. Our ordinary shares will not be listed on any exchange or quoted for trading on any over-the-counter trading system. We do not expect that a trading market will develop for our ordinary shares not represented by the ADSs.

Lock-up Agreements

We have agreed that we will not offer, sell, contract to sell, pledge, grant any option, right or warrant to purchase, sell any option or contract to purchase, purchase any option or contract to sell, lend, make any short sale or otherwise transfer or dispose of (including entering into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership interests), directly or indirectly, any ADSs or ordinary shares or any securities that are convertible into or exchangeable for, or that represent the right to receive, our ADSs or ordinary shares or any substantially similar securities, without the prior written consent of the representatives on behalf of the underwriters for a period ending 180 days after the date of this prospectus, except issuances pursuant to the exercise of share options outstanding on the date hereof or certain other exceptions.

Our directors, officers, existing shareholders have agreed, and we have agreed to cause all of our option holders, not to offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any ADSs or ordinary shares or securities convertible into or exchangeable or exercisable for any ADSs or ordinary shares, for a period of 180 days after the date this prospectus becomes effective. MeMeStar Limited, a wholly-owned subsidiary of SINA Corporation (NASDAQ: SINA), has agreed to enter into a similar lock-up agreement relating to the ordinary shares to be purchased pursuant to the Concurrent Private Placement. In addition, we have instructed The Bank of New York Mellon, as depositary, not to accept for deposit any ordinary shares or issue any ADSs for 180 days after the date of this prospectus (other than in connection with this offering). After the expiration of the 180-day period, the ordinary shares or ADSs held by our directors, officers, shareholders, option holders and MeMeStar Limited may be sold subject to the restrictions under Rule 144 under the Securities Act or by means of registered public offerings.

The 180-day restricted period is subject to adjustment under certain circumstances. If (1) during the last 17 days of the 180-day restricted period, we issue an earnings release or material news or a material event relating to us occurs; or (2) prior to the expiration of the 180-day restricted period, we announce that we will release earnings results during the 16-day period beginning on the last day of the 180-day period, the restrictions will continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless, with respect to the restricted period applicable to us, our directors and executive officers and existing shareholders, such extension is waived by the representatives on behalf of the underwriters.

Other than this offering, we are not aware of any plans by any significant shareholders to dispose of significant numbers of our ADSs or ordinary shares. However, one or more existing shareholders or owners of securities convertible or exchangeable into or exercisable for our ADSs or ordinary shares may dispose of significant numbers of our ADSs or ordinary shares. We cannot predict what effect, if any, future sales of our ADSs or ordinary shares, or the availability of ADSs or ordinary shares for future sale, will have on the trading price of our ADSs from time to time. Sales of substantial amounts of our ADSs or ordinary shares in

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the public market, or the perception that these sales could occur, could adversely affect the trading price of our ADSs.

Rule 144

All of our ordinary shares outstanding prior to this offering are "restricted securities" as that term is defined in Rule 144 under the Securities Act and may be sold publicly in the United States only if they are subject to an effective registration statement under the Securities Act or pursuant to an exemption from the registration requirements such as those provided by Rule 144 and Rule 701 promulgated under the Securities Act. In general, beginning 90 days after the date of this prospectus, a person (or persons whose shares are aggregated) who at the time of a sale is not, and has not been during the three months preceding the sale, an affiliate of ours and has beneficially owned our restricted securities for at least six months will be entitled to sell the restricted securities without registration under the Securities Act, subject only to the availability of current public information about us, and will be entitled to sell restricted securities beneficially owned for at least one year without restriction. Persons who are our affiliates and have beneficially owned our restricted securities for at least six months may sell a number of restricted securities within any three-month period that does not exceed the greater of the following:

Sales by affiliates under Rule 144 must be made through unsolicited brokers' transactions. They are also subject to manner of sale provisions, notice requirements and the availability of current public information about us.

Stock Options

Rule 701

In general, under Rule 701 of the Securities Act as currently in effect, each of our employees, directors or consultants who purchases our ordinary shares from us pursuant to a compensatory stock or option plan or other written agreement relating to compensation is eligible to resell such ordinary shares 90 days after we become a reporting company under the Exchange Act in reliance on Rule 144, but without compliance with some of the restrictions, such as the holding period, contained in Rule 144. 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.

Form S-8

We intend to file a registration statement on Form S-8 under the Securities Act covering all ordinary shares which are either subject to outstanding options or may be issued upon exercise of any options, RSUs or other equity awards which may be granted or issued in the future pursuant to our stock plans. Shares registered under any registration statements will be available for sale in the open market, except to the extent that the shares are subject to vesting restrictions with us or the contractual restrictions described below.

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TAXATION

The following discussion of the material Cayman Islands, PRC and United States federal income tax consequences of an investment in our ADSs or ordinary shares is based upon laws and relevant interpretations thereof in effect as of the date of this prospectus, all of which are subject to change. This discussion does not deal with all possible tax consequences relating to an investment in our ADSs or ordinary shares, such as the tax consequences under state, local and other tax laws, or tax laws of jurisdictions other than the Cayman Islands, PRC and the United States. To the extent that the discussion relates to matters of Cayman Islands tax law, it represents the opinion of Walkers, our Cayman Islands counsel. To the extent that the discussion relates to matters of PRC tax laws, it represents the opinion of King & Wood Mallesons, our PRC counsel. Based on the facts and subject to the limitations set forth herein, the statements of law or legal conclusions under the caption "— United States Federal Income Taxation" constitute the opinion of Davis Polk & Wardwell LLP, our United States counsel, as to the material United States federal income tax consequences to United States holders of an investment in the ADSs or the ordinary shares represented thereby.

Cayman Islands Taxation

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 on instruments executed in, or brought within the jurisdiction of the Cayman Islands. The Cayman Islands is not a party to any double tax treaties that are applicable to any payments made to or by our company. There are no exchange control regulations or currency restrictions in the Cayman Islands.

People's Republic of China Taxation

Under the PRC EIT Law, an enterprise established outside the PRC with "de facto management bodies" within the PRC is considered a "resident enterprise" of the PRC. The SAT, issued the Circular on Issues Concerning the Identification of Chinese-Controlled Overseas Registered Enterprises as Resident Enterprises in Accordance With the Actual Standards of Management Bodies, or Circular 82, on April 22, 2009 and amended on January 29, 2014. Circular 82 clarified that dividends and other income paid by such resident enterprises will be considered PRC-source income and subject to PRC withholding tax, currently at a rate of 10%, when paid to non-PRC enterprise shareholders.

Under the implementation rules to the PRC EIT Law, a "de facto management body" is defined as a management body that has substantial and overall management and control over the manufacturing and business operations, personnel and human resources, finances and properties of an enterprise. In addition, the above circular specifies that certain PRC-invested enterprises will be classified as PRC resident enterprises if the following are located or resident in the PRC: (i) senior management personnel and core management departments that are in charge of daily production, and operation management; (ii) financial and human resources decision-making bodies; (iii) major assets, accounting books, company seals, and minutes and files of board meetings and shareholders' meetings; and (iv) more than half of the senior management or directors having voting rights.

Although Circular 82 explicitly provides that the above standards shall apply to enterprises which are registered outside the PRC and funded by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreigners as controlling investors, it is still uncertain whether such standards under this circular may be cited for reference and be adopted when considering whether our "effective management" is in the PRC or not, and whether we may be considered a resident enterprise under the PRC EIT Law. We do not believe that Yintech, our Cayman Islands holding company, meets all of the conditions above to be considered a resident enterprise. Therefore, we believe that Yintech should not be treated as a "resident

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enterprise" for PRC tax purposes. However, it remains unclear how PRC tax authorities will determine the tax residency status of foreign enterprises controlled by individuals or foreign entities, such as us. If the PRC tax authorities determine that Yintech is a PRC resident enterprise for enterprise income tax purposes, we may be required to withhold a 10% withholding tax from dividends we pay to our shareholders that are non-resident enterprises, including the holders of our ADSs. In addition, non-resident enterprise shareholders (including ADS holders) may be subject to PRC tax on gains realized on the sale or other disposition of ADSs or ordinary shares, if such income is treated as sourced from within the PRC. It is unclear whether our non-PRC individual shareholders (including our ADS holders) would be subject to any PRC tax on dividends or gains obtained by such non-PRC individual shareholders in the event we are determined to be a PRC resident enterprise. If any PRC tax were to apply to such dividends or gains, it would generally apply at a rate of 20% (unless a reduced rate is available under an applicable tax treaty). It is also unclear whether non-PRC shareholders of Yintech would be able to claim the benefits of any tax treaties between their tax residence and the PRC in the event that Yintech is treated as a PRC resident enterprise.

United States Federal Income Taxation

In the opinion of Davis Polk & Wardwell LLP, the following are material U.S. federal income tax consequences to the U.S. Holders described below of owning and disposing of the ADSs or ordinary shares, but it does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a particular person's decision to acquire ADSs or ordinary shares. This discussion applies only to a U.S. Holder that acquires our ADSs or ordinary shares in this offering and holds the ADSs or ordinary shares as capital assets (generally, property held for investment) for U.S. federal income tax purposes. In addition, it does not describe all of the tax consequences that may be relevant in light of a U.S. Holder's particular circumstances, including the alternative minimum tax, the Medicare contribution tax on net investment income and tax consequences applicable to U.S. Holders subject to special rules, such as:

If an entity that is classified as a partnership for U.S. federal income tax purposes owns ADSs or ordinary shares, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. Partnerships owning ADSs or ordinary shares and partners in such partnerships should consult their tax advisers as to the particular U.S. federal income tax consequences of owning and disposing of ADSs or ordinary shares.

This discussion is based on the Internal Revenue Code of 1986, as amended, or the Code, administrative pronouncements, judicial decisions, final, temporary and proposed Treasury regulations, and the income tax treaty between the United States and the PRC, or the Treaty, all as of the date hereof, any of which is subject to change, possibly with retroactive effect. This discussion is also based, in part, on representations by the Depositary and assumes that each obligation under the deposit agreement and any related agreement will be performed in accordance with its terms.

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As used herein, a "U.S. Holder" is a person who is a beneficial owner of our ADSs or ordinary shares that is, for U.S. federal income tax purposes:

In general, a U.S. Holder who owns ADSs will be treated as the owner of the underlying shares represented by those ADSs for U.S. federal income tax purposes. Accordingly, no gain or loss will be recognized if a U.S. Holder exchanges ADSs for the underlying shares represented by those ADSs.

The U.S. Treasury has expressed concern that parties to whom American depositary shares are released before the underlying shares are delivered to the depositary (a "pre-release"), or intermediaries in the chain of ownership between holders of American depositary shares and the issuer of the security underlying the American depositary shares, may be taking actions that are inconsistent with the claiming of foreign tax credits by holders of American depositary shares. These actions would also be inconsistent with the claiming of the reduced rate of tax, described below, applicable to dividends received by certain non-corporate holders. Accordingly, the creditability of PRC taxes, and the availability of the reduced tax rate for dividends received by certain non-corporate U.S. Holders, each described below, could be affected by actions taken by such parties or intermediaries. U.S. Holders should consult their tax advisers concerning the U.S. federal, state, local and non-U.S. tax consequences of owning and disposing of ADSs or ordinary shares in their particular circumstances.

This discussion assumes that the Company is not, and will not become, a passive foreign investment company, or a PFIC, as described below.

Taxation of Distributions.     Distributions paid on our ADSs or ordinary shares, other than certain pro rata distributions of ADSs or ordinary shares, will be treated as dividends to the extent paid out of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Because we do not maintain calculations of our earnings and profits under U.S. federal income tax principles, it is expected that distributions generally will be reported to U.S. Holders as dividends. Dividends will not be eligible for the dividends-received deduction generally available to U.S. corporations under the Code. Subject to applicable limitations and the discussion above regarding concerns expressed by the U.S. Treasury, dividends paid to certain non-corporate U.S. Holders may be taxable at reduced rates. Non-corporate U.S. Holders should consult their tax advisers regarding the availability of the reduced tax rate on dividends in their particular circumstances.

Dividends will be included in a U.S. Holder's income on the date of the U.S. Holder's, or in the case of ADSs, the Depositary's, receipt. The amount of any dividend income paid in foreign currency will be the U.S. dollar amount calculated by reference to the spot rate in effect on the date of receipt, regardless of whether the payment is in fact converted into U.S. dollars on such date. If the dividend is converted into U.S. dollars on the date of receipt, a U.S. Holder generally should not be required to recognize foreign currency gain or loss in respect of the amount received. A U.S. Holder may have foreign currency gain or loss if the dividend is converted into U.S. dollars after the date of receipt.

Dividends will be treated as foreign-source income for foreign tax credit purposes. As described in "— People's Republic of China Taxation", dividends paid by the Company may be subject to PRC withholding tax. For U.S. federal income tax purposes, the amount of the dividend income may include amounts withheld in respect of the PRC withholding tax. Subject to applicable limitations, which vary depending upon the U.S. Holder's circumstances, and subject to the discussion above regarding concerns expressed by the U.S. Treasury, PRC taxes withheld from dividend payments (at a rate not exceeding the applicable rate provided in the Treaty in the case of a U.S. Holder that is eligible for the benefits of the

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Treaty) generally will be creditable against a U.S. Holder's U.S. federal income tax liability. The rules governing foreign tax credits are complex and U.S. Holders should consult their tax advisers regarding the creditability of foreign tax credits in their particular circumstances. In lieu of claiming a credit, a U.S. Holder may elect to deduct such PRC taxes in computing its taxable income, subject to applicable limitations. An election to deduct foreign taxes instead of claiming foreign tax credits must apply to all foreign taxes paid or accrued in the taxable year.

Sale or Other Taxable Disposition of ADSs or Ordinary Shares.     A U.S. Holder will generally recognize capital gain or loss on a sale or other taxable disposition of ADSs or ordinary shares in an amount equal to the difference between the amount realized on the sale or other taxable disposition and the U.S. Holder's tax basis in such ADSs or ordinary shares disposed of, in each case as determined in U.S. dollars. The gain or loss will be long-term capital gain or loss if, at the time of the sale or disposition, the U.S. Holder has owned the ADSs or ordinary shares for more than one year. Long-term capital gains recognized by non-corporate U.S. Holders may be subject to tax rates that are lower than those applicable to ordinary income. The deductibility of capital losses is subject to limitations.

As described in "— People's Republic of China Taxation," gains on the sale of ADSs or ordinary shares may be subject to PRC taxes. A U.S. Holder will be entitled to use foreign tax credits to offset only the portion of its U.S. federal income tax liability that is attributable to foreign-source income. Because under the Code capital gains of U.S. persons are generally treated as U.S.-source income, this limitation may preclude a U.S. Holder from claiming a credit for all or a portion of any PRC taxes imposed on any such gains. However, U.S. Holders that are eligible for the benefits of the Treaty may be able to elect to treat the gain as PRC-source and therefore claim foreign tax credits in respect of PRC taxes on such disposition gains. U.S. Holders should consult their tax advisers regarding their eligibility for the benefits of the Treaty and the creditability of any PRC tax on disposition gains in their particular circumstances.

Passive Foreign Investment Company Rules.     In general, a non-U.S. corporation will be a PFIC for any taxable year in which (i) 75% or more of its gross income consists of passive income or (ii) 50% or more of the average quarterly value of its assets consists of assets that produce, or are held for the production of, passive income. For purposes of the above calculations, a non-U.S. corporation that directly or indirectly owns at least 25% by value of the shares of another corporation is treated as if it held its proportionate share of the assets of the other corporation and received directly its proportionate share of the income of the other corporation. Passive income generally includes interest, rents, dividends, royalties and net gains from transactions relating to commodities (other than certain active business income, including gains derived by certain dealers in property).

Based upon the manner in which we currently operate our business, the present composition of our income and assets (including the expected proceeds from this offering) and the estimated value of our assets, including goodwill, which is based on the expected price of our ADSs in this offering, we do not expect to be a PFIC for our current taxable year or in the foreseeable future. However, our PFIC status is a factual determination that is made on an annual basis. Because our PFIC status for any taxable year will depend on the manner in which we operate our business (including the manner and extent to which we hedge our positions with customers) and on the composition of our income and assets and the value of our assets from time to time (the value of which may be determined, in part, by reference to the market price of our ADSs, which is likely to fluctuate significantly) there can be no assurance that we will not be a PFIC for any taxable year.

Generally, if we are a PFIC for any taxable year during which a U.S. Holder owned our ADSs or ordinary shares, gain recognized upon a disposition (including, under certain circumstances, a pledge) of ADSs or ordinary shares by the U.S. Holder will be allocated ratably over the U.S. Holder's holding period for the ADSs or ordinary shares. The amounts allocated to the taxable year of disposition and to years before we became a PFIC will be taxed as ordinary income. The amounts allocated to each other taxable year will be subject to tax at the highest rate in effect for that taxable year for individuals or corporations, as

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appropriate, and an interest charge will be imposed on the tax allocated to each taxable year. Further, to the extent that any distribution received by a U.S. Holder on its ADSs or ordinary shares exceeds 125% of the average of the annual distributions received (or deemed received) during the preceding three years or the U.S. Holder's holding period, whichever is shorter, the distribution will be subject to taxation in the manner described above.

Alternatively, if we were a PFIC and our ADSs or ordinary shares were "regularly traded" on a "qualified exchange," a U.S. Holder could make a mark-to-market election with respect to its ADSs or ordinary shares, which would result in tax treatment different from the general tax treatment for PFICs described above. The ADSs or ordinary shares would be treated as "regularly traded" for any calendar year in which more than a de minimis quantity of the ADSs or ordinary shares were traded on a qualified exchange on at least 15 days during each calendar quarter. The NASDAQ, where our ADSs are expected to be listed, is a qualified exchange for this purpose. If a U.S. Holder makes the mark-to-market election, the U.S. Holder generally will recognize as ordinary income any excess of the fair market value of the ADSs at the end of each taxable year over their adjusted tax basis, and will recognize an ordinary loss in respect of any excess of the adjusted tax basis of the ADSs over their fair market value at the end of the taxable year (but only to the extent of the net amount of income previously included as a result of the mark-to-market election). If a U.S. Holder makes the election, the U.S. Holder's tax basis in the ADSs will be adjusted to reflect these income or loss amounts. In addition, if a U.S. Holder makes the mark-to-market election, any gain that the U.S. Holder recognizes on the sale or other disposition of ADSs in a year when we are a PFIC will be treated as ordinary income and any loss will be treated as an ordinary loss (but only to the extent of the net amount of income previously included as a result of the mark-to-market election), and any distributions paid on the ADSs will be treated as discussed under "— Taxation of Distributions" above. If we were a PFIC and any of our subsidiaries or other entities in which we own equity interests were also a PFIC, or a Lower-tier PFIC, a U.S. Holder would not be able to make a mark-to-market election with respect to such Lower-tier PFIC and may therefore be subject to federal income tax under the general PFIC rules described in the preceding paragraph with respect to certain distributions by, or gains from disposition of ordinary shares of, such Lower-tier PFIC.

We do not intend to provide U.S. Holders with the information necessary to make qualified electing fund elections which, if available, could result in a further alternative tax treatment were we a PFIC.

If we are a PFIC for any taxable year during which a U.S. Holder owns ADSs or ordinary shares, we will generally continue to be treated as a PFIC with respect to the U.S. Holder for all succeeding years during which the U.S. Holder owns ADSs or ordinary shares, even if we cease to meet the threshold requirements for PFIC status. If a U.S. Holder owns ADSs or ordinary shares during any year in which we are a PFIC, the U.S. Holder generally will be required to file annual reports on IRS Form 8621 (or any successor form) with respect to us, generally with the U.S. Holder's federal income tax return for that year. U.S. Holders should consult their tax advisers regarding the determination of whether we are a PFIC for any taxable year and the potential application of the PFIC rules.

Information Reporting and Backup Withholding.     Payments of dividends and sales proceeds that are made within the United States or through certain U.S.-related financial intermediaries may be subject to information reporting and to backup withholding, unless (i) the U.S. Holder is a corporation or other "exempt recipient" and (ii) in the case of backup withholding, the U.S. Holder provides a correct taxpayer identification number and certifies that it is not subject to backup withholding. The amount of any backup withholding from a payment to a U.S. Holder will be allowed as a credit against the U.S. Holder's U.S. federal income tax liability and may entitle it to a refund, provided that the required information is timely furnished to the IRS.

Certain U.S. Holders who are individuals (and certain entities controlled by individuals) may be required to report information relating to their ownership of ADSs or ordinary shares, unless the ADSs or ordinary shares are held in accounts at financial institutions (in which case the accounts may be reportable if maintained by non-U.S. financial institutions). U.S. Holders should consult their tax advisers regarding their reporting obligations with respect to the ADSs or ordinary shares.

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UNDERWRITING

Subject to the terms and conditions set forth in the underwriting agreement, dated                             , 20               , between us and Jefferies LLC, as the representative of the underwriters named below and the sole book-running manager of this offering, we have agreed to sell to the underwriters, and each of the underwriters has agreed, severally and not jointly, to purchase from us, the respective number of ADSs shown opposite its name below:


Underwriter
  Number of
ADSs
 

Jefferies LLC

       

Ping An of China Securities (Hong Kong) Company Limited

       

                             

       

Total

       

The underwriting agreement provides that the obligations of the several underwriters are subject to certain conditions precedent such as the receipt by the underwriters of officers' certificates and legal opinions and approval of certain legal matters by their counsel. The underwriting agreement provides that the underwriters will purchase all of the ADSs if any of them are purchased. If an underwriter defaults, the underwriting agreement provides that the purchase commitments of the nondefaulting underwriters may be increased or the underwriting agreement may be terminated. We have agreed to indemnify the underwriters and certain of their controlling persons against certain liabilities, including liabilities under the Securities Act, and to contribute to payments that the underwriters may be required to make in respect of those liabilities.

The underwriters have advised us that, following the completion of this offering, they currently intend to make a market in the ADSs as permitted by applicable laws and regulations. However, the underwriters are not obligated to do so, and the underwriters may discontinue any market-making activities at any time without notice in their sole discretion. Accordingly, no assurance can be given as to the liquidity of the trading market for the ADSs, that you will be able to sell any of the ADSs held by you at a particular time or that the prices that you receive when you sell will be favorable.

The underwriters are offering the ADSs subject to their acceptance of the ADSs from us and subject to prior sale. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part. In addition, the underwriters have advised us that they do not intend to confirm sales to any account over which they exercise discretionary authority.

Ping An of China Securities (Hong Kong) Company Limited is not a broker-dealer registered with the SEC and therefore may not make sales of any of our ADSs in the United States or to U.S. persons. Ping An of China Securities (Hong Kong) Company Limited has agreed that it does not intend to and will not offer or sell any of the ADSs in the United States or to U.S. persons in connection with this offering.

Commission and Expenses

The underwriters have advised us that they propose to offer the ADSs to the public at the initial public offering price set forth on the cover page of this prospectus and to certain dealers, which may include the underwriters, at that price less a concession not in excess of US$                             per ADS. The underwriters may allow, and certain dealers may reallow, a discount from the concession not in excess of US$                             per ADS to certain brokers and dealers. After the offering, the initial public offering

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price, concession and reallowance to dealers may be reduced by the representative. No such reduction will change the amount of proceeds to be received by us as set forth on the cover page of this prospectus.

The following table shows the public offering price, the underwriting discounts and commissions that we are to pay the underwriters and the proceeds, before expenses, to us in connection with this offering. Such amounts are shown assuming both no exercise and full exercise of the underwriters' option to purchase additional ADSs.


 
  Per ADS   Total  
 
  Without
Option to
Purchase
Additional
ADSs
  With
Option to
Purchase
Additional
ADSs
  Without
Option to
Purchase
Additional
ADSs
  With
Option to
Purchase
Additional
ADSs
 

Public offering price

  US$     US$     US$     US$    

Underwriting discounts and commissions paid by us

  US$     US$     US$     US$    

Proceeds to us, before expenses

  US$     US$     US$     US$    

We estimate expenses payable by us in connection with this offering, other than the underwriting discounts and commissions referred to above, will be approximately US$                             . We may at our sole discretion pay Jefferies LLC a discretionary fee of 0.5% of the aggregate public offering price of the ADSs. We have also agreed to reimburse the underwriter[s] for certain of its [their] out-of-pocket expenses, including counsel fees and other expenses, in connection with this offering. Such reimbursements are deemed underwriter compensation by FINRA. The aggregate amount of our reimbursement of out-of-pocket expenses to Jefferies LLC and any discretionary fee we may pay to Jefferies LLC will not exceed 1.0% of the aggregate public offering price of the ADSs.

In addition, pursuant to an engagement letter between us and Jefferies LLC, we have granted Jefferies LLC a right of first refusal, during the term of the engagement letter and for a period of 24 months following the termination of the engagement letter, to be retained by us in connection with any equity or debt financing or other investment in our company, any tender or exchange offer for, or consent solicitation with respect to debt securities, and any material merger or acquisition or any other activity for which we would engage a financial advisor.

Determination of Offering Price

Prior to this offering, there has not been a public market for our ADSs. Consequently, the initial public offering price for our ADSs will be determined by negotiations between us and the representative. Among the factors to be considered in these negotiations will be prevailing market conditions, our financial information, market valuations of other companies that we and the underwriters believe to be comparable to us, estimates of our business potential, the present state of our development and other factors deemed relevant.

We offer no assurances that the initial public offering price will correspond to the price at which the ADSs will trade in the public market subsequent to the offering or that an active trading market for the ADSs will develop and continue after the offering.

Listing

We have applied to have the ADSs listed on the NASDAQ under the trading symbol "YIN."

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Stamp Taxes

If you purchase ADSs offered in this prospectus, you may be required to pay stamp taxes and other charges under the laws and practices of the country of purchase, in addition to the offering price listed on the cover page of this prospectus.

Option to Purchase Additional ADSs

We have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase, from time to time, in whole or in part, up to an aggregate of                             ADSs from us at the public offering price set forth on the cover page of this prospectus, less underwriting discounts and commissions. If the underwriters exercise this option, each underwriter will be obligated, subject to specified conditions, to purchase a number of additional ADSs proportionate to that underwriter's initial purchase commitment as indicated in the table above. This option may be exercised only if the underwriters sell more ADSs than the total number set forth on the cover page of this prospectus.

No Sales of Similar Securities

We, our officers, directors and existing shareholders have agreed, and we have agreed to cause all of our option holders, subject to specified exceptions, not to directly or indirectly:

This restriction terminates after the close of trading of the ADSs and including the 180 th  day after the date of this prospectus.

In addition, we have instructed The Bank of New York Mellon, as depositary, not to accept for deposit of any ordinary shares or issue any ADSs for 180 days after the date of this prospectus (other than in connection with this offering).

Jefferies LLC may, in its sole discretion and at any time or from time to time before the termination of the 180-day period release all or any portion of the securities subject to lock-up agreements. There are no existing agreements between the underwriters and any of our shareholders who will execute a lock-up agreement, providing consent to the sale of ADSs or ordinary shares prior to the expiration of the lock-up period.

Concurrent Private Placement

Concurrently with, and subject to, the completion of this offering, MeMeStar Limited, a limited liability company incorporated in the BVI and a wholly-owned subsidiary of SINA Corporation (NASDAQ: SINA), has agreed to purchase from us US$10 million of our ordinary shares at a per share price equal to the initial public offering price of our ADSs adjusted to reflect the ADS-to-ordinary share ratio, or the Concurrent Private Placement. Assuming an offering price of US$                    per ADS, being the midpoint of the estimated initial public offering price range shown on the front cover of this prospectus, MeMeStar Limited will purchase                ordinary shares from us. This Concurrent Private Placement is being made pursuant to an exemption from registration with the U.S. Securities and Exchange Commission under Regulation S of the Securities Act. Under the subscription agreement between the Company and MeMeStar Limited dated March 24, 2016, the completion of this offering is the only substantive closing condition in this Concurrent

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Private Placement. MeMeStar Limited has agreed with us and the underwriters not to, directly or indirectly, sell, transfer or dispose of any ordinary shares acquired in the Concurrent Private Placement for a period of 180 days after the date of this prospectus, subject to certain exceptions.

Stabilization

The underwriters have advised us that they, pursuant to Regulation M under the Securities Exchange Act of 1934, as amended, certain persons participating in the offering may engage in short sale transactions, stabilizing transactions, syndicate covering transactions or the imposition of penalty bids in connection with this offering. These activities may have the effect of stabilizing or maintaining the market price of the ADSs at a level above that which might otherwise prevail in the open market. Establishing short sales positions may involve either "covered" short sales or "naked" short sales.

"Covered" short sales are sales made in an amount not greater than the underwriters' option to purchase additional shares of our ADSs in this offering. The underwriters may close out any covered short position by either exercising their option to purchase additional ADSs or purchasing the ADSs in the open market. In determining the source of ADSs to close out the covered short position, the underwriters will consider, among other things, the price of ADSs available for purchase in the open market as compared to the price at which they may purchase ADSs through the option to purchase additional ADSs.

"Naked" short sales are sales in excess of the option to purchase additional ADSs. 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.

A stabilizing bid is a bid for the purchase of ADSs on behalf of the underwriters for the purpose of fixing or maintaining the price of the ADSs. A syndicate covering transaction is the bid for or the purchase of ADSs on behalf of the underwriters to reduce a short position incurred by the underwriters in connection with the offering. Similar to other purchase transactions, the underwriter's purchases to cover the syndicate short sales may have the effect of raising or maintaining the market price of our ADSs or preventing or retarding a decline in the market price of our ADSs. As a result, the price of our ADSs may be higher than the price that might otherwise exist in the open market. A penalty bid is an arrangement permitting the underwriters to reclaim the selling concession otherwise accruing to a syndicate member in connection with the offering if the ADSs originally sold by such syndicate member are purchased in a syndicate covering transaction and therefore have not been effectively placed by such syndicate member.

Neither we nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of ADSs. The underwriters are not obligated to engage in these activities and, if commenced, any of the activities may be discontinued at any time.

Electronic Distribution

A prospectus in electronic format may be made available by e-mail or on the web sites or through online services maintained by one or more of the underwriters or their affiliates. In those cases, prospective investors may view offering terms online and may be allowed to place orders online. The underwriters may agree with us to allocate a specific number of ADSs for sale to online brokerage account holders. Any such allocation for online distributions will be made by the underwriters on the same basis as other allocations. Other than the prospectus in electronic format, the information on the underwriters' web sites and any information contained in any other web site maintained by any of the underwriters is not part of this prospectus, has not been approved and/or endorsed by us or the underwriters and should not be relied upon by investors.

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Reserved Share Program

At our request, the underwriters have reserved for sale at the initial public offering price up to                             ADSs for our employees and their related persons, and people that have business relationships with us. The number of ADSs available for sale to the general public in the offering will be reduced to the extent these persons purchase the directed ADSs in the program. Any directed ADSs not so purchased will be offered by the underwriters to the general public on the same terms as the other ADSs. We have agreed to indemnify the underwriters against certain liabilities and expenses, including liabilities under the Securities Act, in connection with sales of the directed shares.

Other Activities and Relationships

The underwriters and certain of their 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. The underwriters and certain of their affiliates have, from time to time, performed, and may in the future perform, various commercial and investment banking and financial advisory services for us and our affiliates, for which they received or will receive customary fees and expenses.

In the ordinary course of their various business activities, the underwriters and certain of their 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 such investment and securities activities may involve securities and/or instruments issued by us and our affiliates. If the underwriters or their respective affiliates have a lending relationship with us, they routinely hedge their credit exposure to us consistent with their customary risk management policies. The underwriters and their respective affiliates may hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in our securities or the securities of our affiliates, including potentially the ADSs offered hereby. Any such short positions could adversely affect future trading prices of the ADSs offered hereby. The underwriters and certain of their respective affiliates may also communicate independent investment recommendations, market color or trading ideas 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.

Disclaimers About Non-U.S. Jurisdictions

Canada

(A)   Resale Restrictions

The distribution of the ADSs in Canada is being made only in the provinces of Ontario, Quebec, Alberta and British Columbia 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. Any resale of the ADSs in Canada must be made under 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 securities.

(B)   Representations of Canadian Purchasers

By purchasing the ADSs in Canada and accepting delivery of a purchase confirmation, a purchaser is representing to us and the dealer from whom the purchase confirmation is received that:

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(C)   Conflicts of Interest

Canadian purchasers are hereby notified that Jefferies is relying on the exemption set out in section 3A.3 or 3A.4, if applicable, of National Instrument 33-105 — Underwriting Conflicts from having to provide certain conflict of interest disclosure in this document.

(D)   Statutory Rights of Action

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if the prospectus (including any amendment thereto) such as this document 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 of these securities in Canada 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.

(E)   Enforcement of Legal Rights

All of our directors and officers as well as the experts named herein may be located outside of Canada and, as a result, it may not be possible for Canadian purchasers to effect service of process within Canada upon us or those persons. All or a substantial portion of our assets and the assets of those persons may be located outside of Canada and, as a result, it may not be possible to satisfy a judgment against us or those persons in Canada or to enforce a judgment obtained in Canadian courts against us or those persons outside of Canada.

(F)   Taxation and Eligibility for Investment

Canadian purchasers of the ADSs should consult their own legal and tax advisors with respect to the tax consequences of an investment in the ADSs in their particular circumstances and about the eligibility of the ADSs for investment by the purchaser under relevant Canadian legislation.

Australia

This prospectus is not a disclosure document for the purposes of Australia's Corporations Act 2001 (Cth) of Australia, or Corporations Act, has not been lodged with the Australian Securities & Investments Commission and is only directed to the categories of exempt persons set out below. Accordingly, if you receive this prospectus in Australia:

To the extent that you are unable to confirm or warrant that you are an exempt sophisticated investor, associated person or professional investor under the Corporations Act any offer made to you under this prospectus is void and incapable of acceptance.

B.    You warrant and agree that you will not offer any of the securities issued to you pursuant to this prospectus for resale in Australia within 12 months of those securities being issued unless any such resale

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offer is exempt from the requirement to issue a disclosure document under section 708 of the Corporations Act.

European Economic Area

In relation to each member state of the European Economic Area which has implemented the Prospectus Directive, or each referred as a "Relevant Member State", an offer to the public of any common shares which are the subject of the offering contemplated by this prospectus supplement and the accompanying prospectus may not be made in that Relevant Member State except that an offer to the public in that Relevant Member State of any common shares may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:

provided that no such offer of common shares shall require us or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

For the purposes of this provision, the expression an "offer common shares to the public" in relation to the common shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the common shares to be offered so as to enable an investor to decide to purchase or subscribe to the common shares, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

People's Republic of China

This prospectus may not be circulated or distributed in the PRC and the ADSs may not be offered or sold, and will not offer or sell to any person for re-offering or resale directly or indirectly to any resident of the PRC except pursuant to applicable laws and regulations of the PRC. For the purpose of this paragraph, PRC does not include Taiwan and the special administrative regions of Hong Kong and Macau.

Hong Kong

No securities have been offered or sold, and no securities may be offered or sold, in Hong Kong, by means of any document, other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent; or to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong, or the SFO, and any rules made under that Ordinance; or in other circumstances which do not result in the document being a "prospectus" as defined in the Companies Ordinance (Cap. 32) of Hong Kong, or the CO, or which do not constitute an offer or invitation to the public for the purpose of the CO or the SFO. No document, invitation or advertisement relating to the securities has been issued or may be issued 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 of Hong Kong (except if permitted under the securities laws of Hong Kong) other than with respect to securities which are or are intended to be disposed of only to persons

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outside Hong Kong or only to "professional investors" as defined in the SFO and any rules made under that Ordinance.

This prospectus has not been registered with the Registrar of Companies in Hong Kong. Accordingly, this prospectus may not be issued, circulated or distributed in Hong Kong, and the securities may not be offered for subscription to members of the public in Hong Kong. Each person acquiring the securities will be required, and is deemed by the acquisition of the securities, to confirm that he is aware of the restriction on offers of the securities described in this prospectus and the relevant offering documents and that he is not acquiring, and has not been offered any securities in circumstances that contravene any such restrictions.

Japan

The offering has not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948 of Japan, as amended), or FIEL, and the Initial Purchaser will not offer or sell any securities, 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, any resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEL and any other applicable laws, regulations and ministerial guidelines of Japan.

Singapore

This prospectus has not been and will not be lodged or 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 the notes may not be circulated or distributed, nor may the notes 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, or the SFA, (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

securities (as defined in Section 239(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 notes pursuant to an offer made under Section 275 of the SFA except:

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Switzerland

The securities may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange, or the SIX, or on any other stock exchange or regulated trading facility in Switzerland. This prospectus 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 prospectus nor any other offering or marketing material relating to the securities or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this prospectus nor any other offering or marketing material relating to the offering, the Company or the securities have been or will be filed with or approved by any Swiss regulatory authority. In particular, this prospectus will not be filed with, and the offer of securities will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA, and the offer of securities has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes, or the CISA. The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of securities.

United Kingdom

This prospectus is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, or the Order, and/or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order and other persons to whom it may lawfully be communicated (each such person being referred to as a "relevant person").

This prospectus and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents.

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EXPENSES RELATING TO THIS OFFERING

Set forth below is an itemization of our 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, the Financial Industry Regulatory Authority filing fee and the NASDAQ listing fee, all amounts are estimates.


Securities and Exchange Commission registration fee

  US$                  

Financial Industry Regulatory Authority filing fee

  US$                  

NASDAQ listing fee

  US$                  

Printing and engraving expenses

  US$                  

Legal fees and expenses

  US$                  

Accounting fees and expenses

  US$                  

Miscellaneous

  US$                  

Total

  US$                  

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LEGAL MATTERS

Certain legal matters as to the United States federal and New York law in connection with this offering will be passed upon for us by Davis Polk & Wardwell LLP. Certain legal matters as to the United States federal and New York law in connection with this offering will be passed upon for the underwriters by Kirkland & Ellis International LLP. The validity of the ordinary shares represented by the ADSs offered in this offering and certain other legal matters as to Cayman Islands law will be passed upon for us by Walkers. Legal matters as to PRC law will be passed upon for us by King & Wood Mallesons, and for the underwriters by Jingtian & Gongcheng. Davis Polk & Wardwell LLP may rely upon Walkers with respect to matters governed by Cayman Islands law and King & Wood Mallesons with respect to matters governed by PRC law. Kirkland & Ellis International LLP may rely upon Jingtian & Gongcheng with respect to matters governed by PRC law.

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EXPERTS

Our combined and consolidated balance sheets as of December 31, 2014 and 2015 and the related combined and consolidated statements of comprehensive income, shareholders' equity and cashflows for each of the years in the three-year period ended December 31, 2015, have been included herein in reliance upon the report of KPMG Huazhen LLP, an independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

The Shanghai Branch of KPMG Huazhen LLP is located at 50 th  floor, Plaza 66, 1266 Nanjing West Road, Shanghai, People's Republic of China.

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WHERE YOU CAN FIND ADDITIONAL 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 ordinary shares represented by the ADSs, to be sold in this offering. We have also filed with the SEC a related registration statement on Form F-6 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 on Form F-1 and its exhibits and schedules for further information with respect to us and our ADSs.

As a result 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. You may also obtain additional information over the Internet at the SEC's website at www.sec.gov.

As a foreign private issuer, we are exempt from the rules of the Exchange Act prescribing the furnishing and content of proxy statements to shareholders, 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 combined and consolidated 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, upon our written request, will mail to all record holders of ADSs the information contained in any notice of a shareholders' meeting received by the depositary from us.

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COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS OF
YINTECH INVESTMENT HOLDINGS LIMITED

 
  Page(s)  

Table of Contents

       

Report of Independent Registered Public Accounting Firm

   
F-2
 

Combined and Consolidated Balance Sheets as of December 31, 2014 and 2015

   
F-3
 

Combined and Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2013, 2014 and 2015

   
F-4
 

Combined and Consolidated Statements of Shareholders' Equity for the Years Ended December 31, 2013, 2014 and 2015

   
F-5
 

Combined and Consolidated Statements of Cash Flows for the Years Ended December 31, 2013, 2014 and 2015

   
F-6
 

Notes to Combined and Consolidated Financial Statements

   
F-7
 

F-1


Table of Contents

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders
Yintech Investment Holdings Limited (the "Company"):

We have audited the accompanying combined and consolidated balance sheets of Yintech Investment Holdings Limited and subsidiaries as of December 31, 2014 and 2015, and the related combined and consolidated statements of comprehensive income, shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2015. These combined and consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these combined and consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the combined and consolidated financial statements referred to above present fairly, in all material respects, the financial position of Yintech Investment Holdings Limited and subsidiaries as of December 31, 2014 and 2015, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2015, in conformity with U.S. generally accepted accounting principles.

KPMG Huazhen LLP
Shanghai, China
February 29, 2016

F-2


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YINTECH INVESTMENT HOLDINGS LIMITED
COMBINED AND CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)

 
   
  December 31,  
 
  Note   2014
RMB
  2015
RMB
  2015
(Note2) USD
 
 
   
  Combined
  Consolidated
  Consolidated
Unaudited

 

Assets

                         

Cash

    4     83,534     362,461     55,954  

Derivative assets

    11         445     69  

Available-for-sale investments

    5     354,000     75,670     11,681  

Deposits with clearing organizations

    6     234,869     239,904     37,035  

Amount due from related parties

    25     8,800          

Equipment and leasehold improvements

    7     23,652     18,315     2,827  

Deferred tax assets

    22     1,794     3,782     584  

Other assets

    8     56,609     79,180     12,223  

Total assets

          763,258     779,757     120,373  

Liabilities and Shareholders' Equity

                         

Derivative liabilities

    11         14,336     2,213  

Amount due to related parties

    25         118,880     18,352  

Income tax payable

          26,582     23,385     3,610  

Accounts payable

          23,156     3,645     563  

Accrued employee benefits

          48,530     76,503     11,810  

Dividend payable

    14         126,876     19,586  

Other liabilities

    9     51,804     52,535     8,109  

Total liabilities

          150,072     416,160     64,243  

Ordinary shares, USD 0.00001 par value.

                         

Authorized 3,000,000,000 shares;

                         

issued and outstanding 1,000,000,000

                         

shares as of December 31, 2015

    12         65     10  

Paid-in capital

    13     125,000          

Additional paid-in capital

    13     7,560     257,098     39,689  

Retained earnings

    15     480,626     105,193     16,239  

Accumulated other comprehensive income

    16         1,241     192  

Total shareholders' equity

          613,186     363,597     56,130  

Commitments and contingencies

    10                    

Total liabilities and shareholders' equity

         
763,258
   
779,757
   
120,373
 

   

The accompanying notes are an integral part of the combined and consolidated financial statements.

F-3


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YINTECH INVESTMENT HOLDINGS LIMITED
COMBINED AND CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Amounts in thousands, except share and per share data)

 
   
  Year ended December 31,  
 
  Note   2013
RMB
  2014
RMB
  2015
RMB
  2015
(Note2) USD
 
 
   
  Combined
  Combined
  Combined and
Consolidated

  Combined and
Consolidated
Unaudited

 

Revenues

                               

Commissions and fees, net

    18     413,258     860,819     990,698     152,937  

Trading gains, net

    19     214,861     268,850     166,428     25,692  

Interest and investment income

          365     445     4,443     686  

Other revenues

    20     1,436     27,693     84,305     13,014  

          629,920     1,157,807     1,245,874     192,329  

Expenses

   
 
   
 
   
 
   
 
   
 
 

Employee compensation and benefits

          (82,876 )   (214,431 )   (388,168 )   (59,923 )

Advertising and promotion

    21     (256,092 )   (285,732 )   (221,859 )   (34,249 )

Research services from a related party

    25     (106,050 )            

Information technology and communications

          (11,603 )   (21,238 )   (32,803 )   (5,064 )

Occupancy and equipment rental

          (21,377 )   (39,487 )   (41,950 )   (6,476 )

Taxes and surcharges

          (5,200 )   (18,884 )   (21,711 )   (3,352 )

Other expenses

          (34,569 )   (58,688 )   (54,164 )   (8,361 )

          (517,767 )   (638,460 )   (760,655 )   (117,425 )

Income before income taxes

          112,153     519,347     485,219     74,904  

Income taxes

    22     (5,321 )   (37,390 )   (82,204 )   (12,690 )

Net income

          106,832     481,957     403,015     62,214  

Earnings per share

    23                          

Basic

          0.11     0.48     0.40     0.06  

Diluted

          0.11     0.48     0.38     0.06  

Pro forma earnings per share (unaudited)

    26                          

Basic

                  [ · ]     [ · ]  

Diluted

                  [ · ]     [ · ]  

Other comprehensive income

   
16
                         

Unrealized gains on available-for-sale investments, net of nil income taxes

                       

Foreign currency translation adjustment

                  1,241     192  

Comprehensive income

          106,832     481,957     404,256     62,406  

   

The accompanying notes are an integral part of the combined and consolidated financial statements.

F-4


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YINTECH INVESTMENT HOLDINGS LIMITED
COMBINED AND CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(Amounts in thousands)

 
  Note   Ordinary
Shares
RMB
  Paid-in
capital
RMB
  Additional
paid-in
capital
RMB
  Retained
earnings
RMB
  Accumulated
other
comprehensive
income
RMB
  Total
RMB
 

Balance as of January 1, 2013

                                           

Combined

              109,000         (8,163 )       100,837  

Net income

                      106,832         106,832  

Share-based compensation

                  420             420  

Others

                  4             4  

Balance as of December 31, 2013

                                           

Combined

              109,000     424     98,669         208,093  

Net income

                      481,957         481,957  

Capital contribution

    13         16,000                 16,000  

Dividend distribution

    14                 (100,000 )       (100,000 )

Share-based compensation

                  6,954             6,954  

Others

                  182             182  

Balance as of December 31, 2014

                                           

Combined

              125,000     7,560     480,626         613,186  

Net income prior to Reorganization

                      297,822         297,822  

Share-based compensation prior to Reorganization

                  28,214             28,214  

Others prior to Reorganization

                  (86 )           (86 )

Dividend distribution prior to Reorganization

    14                 (831,876 )       (831,876 )

Issuance of ordinary shares

    12     65                     65  

Balance as of Reorganization date

          65     125,000     35,688     (53,428 )       107,325  

Reorganization

    13         (125,000 )   (35,688 )   53,428         (107,260 )

Capital contribution

    13             254,298             254,298  

Net income following Reorganization

                      105,193         105,193  

Share-based compensation following Reorganization

                  2,769             2,769  

Other comprehensive income following Reorganization

                          1,241     1,241  

Others following Reorganization

                  31             31  

Balance as of December 31, 2015

                                           

Consolidated (RMB)

          65         257,098     105,193     1,241     363,597  

Balance as of December 31, 2015

                                           

Consolidated (USD) Unaudited (Note2)

          10         39,689     16,239     192     56,130  

   

The accompanying notes are an integral part of the combined and consolidated financial statements.

F-5


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YINTECH INVESTMENT HOLDINGS LIMITED
COMBINED AND CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)

 
  Year ended December 31,  
 
  2013
RMB
  2014
RMB
  2015
RMB
  2015
(Note2) USD
 
 
  Combined
  Combined
  Combined and
Consolidated

  Combined and
Consolidated
Unaudited

 

Cash flows from operating activities:

                         

Net income

    106,832     481,957     403,015     62,214  

Adjustments to reconcile net income to cash provided by operating activities:

                         

Depreciation

    7,054     10,179     11,880     1,834  

Loss/(gain) on sale of equipment

        1     (147 )   (23 )

Fair value change of derivatives

    (10 )   10     13,891     2,144  

Realized gain on sale of available-for-sale investments

    (369 )   (2,865 )   (8,190 )   (1,265 )

Deferred taxes

    662     294     (1,988 )   (307 )

Share-based compensation

    420     6,954     30,983     4,783  

Imputed interest

    4     182     (55 )   (8 )

Changes in operating assets and liabilities, net of acquisition:

   
 
   
 
   
 
   
 
 

(Increase)/decrease in deposits with clearing organizations

    (50,031 )   (109,699 )   17,314     2,673  

Increase in other assets arising from operating activities

    (23,557 )   (24,788 )   (21,228 )   (3,277 )

Decrease/(increase) in amount due from related parties

    (2,120 )   1,181     1,800     277  

Decrease in accounts payable

    (33,130 )   (7,429 )   (19,511 )   (3,012 )

Increase in accrued employee benefits

    13,275     28,489     27,973     4,319  

Increase/(decrease) in other liabilities arising from operating activities

    14,787     33,924     (21,726 )   (3,352 )

Decrease in amount due to related parties

    (59,070 )   (7,683 )        

Increase/(decrease) in income taxes payable

    3,273     20,801     (3,197 )   (494 )

Net cash provided by/(used in) operating activities

    (21,980 )   431,508     430,814     66,506  

Cash flows from investing activities:

                         

Proceeds from sale of equipment

    3     210     2,183     337  

Cash paid for purchase of equipment and leasehold improvements

    (20,582 )   (13,281 )   (8,579 )   (1,324 )

Cash paid for purchase of available-for-sale investments

    (458,000 )   (2,218,000 )   (4,862,180 )   (750,591 )

Cash received from sale of available-for-sale investments

    428,369     1,896,865     5,148,700     794,822  

Issuance of loans to third parties

    (13,000 )            

Cash received from repayment of loans to third parties

    5,150     13,000          

Issuance of loans to related parties

    (99,792 )   (28,000 )   (40,000 )   (6,175 )

Cash received from repayment of loans to related parties

    189,417     21,535     47,000     7,256  

Payment for reorganization

            (107,260 )   (16,558 )

Net cash provided by/(used in) investing activities

    31,565     (327,671 )   179,864     27,767  

Cash flows from financing activities:

                         

Cash acquired from acquisition

            6     1  

Proceeds from capital contribution

        16,000     254,298     39,257  

Proceeds from issuance of ordinary shares

            65     10  

Proceeds from borrowings from related parties

    50,708         118,880     18,352  

Repayment of borrowings from related parties

    (20,498 )   (32,100 )        

Proceeds from borrowings from third parties

    13,020              

Repayment of borrowings from third parties

    (10,000 )   (13,398 )        

Dividends paid

        (100,000 )   (705,000 )   (108,833 )

Net cash provided by/(used in) financing activities

    33,230     (129,498 )   (331,751 )   (51,213 )

Net increase/(decrease) in cash

    42,815     (25,661 )   278,927     43,060  

Cash — beginning of year

    66,380     109,195     83,534     12,894  

Cash — end of year

    109,195     83,534     362,461     55,954  

Supplemental disclosure of cash flow information

                         

Cash paid for income taxes

    1,385     16,295     87,949     13,577  

Cash paid for interest

                 

   

The accompanying notes are an integral part of the combined and consolidated financial statements.

F-6


Table of Contents


YINTECH INVESTMENT HOLDINGS LIMITED

NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands)

1. DESCRIPTION OF BUSINESS, ORGANIZATION, AND BASIS OF PRESENTATION

Yintech Investment Holdings Limited ("Yintech", or the "Company") was incorporated under the laws of the Cayman Islands on November 4, 2015.

Yintech and its subsidiaries (hereinafter the "Group") primarily provide trading and investment services for online spot commodity trading through three exchanges, namely Shanghai Gold Exchange ("Shanghai Exchange"), Tianjin Precious Metals Exchange ("Tianjin Exchange") and Guangdong Precious Metals Exchange ("Guangdong Exchange") (collectively, the "Exchanges") in the PRC. Among the three exchanges the Group operates on, Shanghai Exchange is established by the People's Bank of China ("PBOC"), with the approval of the State Council of the PRC, and is the only national-level exchange for spot commodity trading in China. Tianjin and Guangdong Exchanges are provincial-level exchanges supervised by the Finance Office of Tianjin Municipal Government and the Department of Commerce of Guangdong Province, respectively.

Three subsidiaries of the Group are comprehensive members of either Tianjin Exchange or Guangdong Exchange. As a comprehensive member of the Tianjin and Guangdong Exchanges, the Group earns commissions and fees on customers' trades and serves as the counterparty to customers' trades. Therefore, the Group is exposed to market risk related to fluctuations of the prices of the underlying commodities that primarily consist of silver, palladium, platinum, copper, aluminum and nickel. The Group does not hold cash, securities, or property from customers that would be used to margin, guarantee, or secure any trades or contracts that result from customers' order. On the Shanghai Exchange, the Group serves as an agent and do not hold principal positions. To a lesser extent, the Group also trades in physical commodity of raw silver.

As of December 31, 2015, Yintech has subsidiaries in countries and jurisdictions including the People's Republic of China ("PRC"), Hong Kong, and British Virgin Islands ("BVI"). Details of the subsidiaries of the Company are set out below:


Name of subsidiary
  Date of incorporation/ acquisition   Paid up
capital
  % of equity
interest held
by the
Company
  Place of
incorporation

Tianjin Rong Jin Hui Yin Precious Metals Management Co., Ltd. ("Rong Jin Hui Yin") *

  Incorporated on
May 18, 2011
  RMB 100 million     100 % PRC

Guangdong Jin Xiang Yin Rui Precious Metals Management Co., Ltd. ("Jin Xiang Yin Rui")*

 

Incorporated on
October 24, 2012

 

RMB 20 million

   
100

%

PRC

Shanghai Yin Tian Xia Technology Co., Ltd. ("Yin Tian Xia Technology")*

 

Incorporated on
June 27, 2011

 

RMB 5 million

   
100

%

PRC

F-7


Table of Contents


YINTECH INVESTMENT HOLDINGS LIMITED

NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands)

1. DESCRIPTION OF BUSINESS, ORGANIZATION, AND BASIS OF PRESENTATION (Continued)

Name of subsidiary
  Date of incorporation/ acquisition   Paid up
capital
  % of equity
interest held
by the
Company
  Place of
incorporation

Shanghai Yin Tian Xia Precious Metal Products Co., Ltd. ("Yin Tian Xia Products")*

 

Incorporated on
July 29, 2013

 

RMB 20 million

    100 %

PRC

Shanghai Yin Tian Xia Financial and Information Service Co., Ltd. ("Yin Tian Xia Information")*

 

Incorporated on
May 15, 2014

 

RMB 5 million

   
100

%

PRC

Yintech Enterprise Co., Ltd. (formerly known as Win Yin Gold Investment Co., Ltd. (BVI))*

 

Incorporated on
September 29, 2014

 

USD1 dollar

   
100

%

BVI

Yintech Enterprise (HK) Co., Ltd. (formerly known as Win Yin (HK) Gold Investment Co., Ltd.)*

 

Incorporated on
October 31, 2014

 

HKD1 dollar

   
100

%

Hong Kong

Shanghai Ke Chang Investment Consulting Co., Ltd ("Ke Chang")*

 

Incorporated on
June 18, 2015

 

RMB 20 million

   
100

%

PRC

Shanghai Qian Zhong Su Investment Management Co., Ltd.
("Qian Zhong Su")*

 

Incorporated on
April 14, 2015

 

USD 30 million

   
100

%

PRC

Guangdong Sheng Ding Precious Metal Management Co., Ltd. ("Sheng Ding")

 

Acquired on
November 16, 2015

 

RMB 10 million

   
100

%

PRC

Shanghai Jin Dou Information Technology Co., Ltd. ("Jin Dou")

 

Incorporated on
November 12, 2015

 

RMB 0

   
100

%

PRC

Shanghai Jin Yi Information Technology Co., Ltd., ("Jin Yi")

 

Incorporated on
December 4, 2015

 

RMB 0.05 million

   
100

%

PRC

Yintech Frontier Co., Ltd. 

 

Incorporated on
5 November, 2015

 

USD1 dollar

   
100

%

BVI

Yintech Frontier (HK) Co., Ltd. 

 

Incorporated on
19 November, 2015

 

HKD1 dollar

   
100

%

Hong Kong

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Table of Contents


YINTECH INVESTMENT HOLDINGS LIMITED

NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands)

1. DESCRIPTION OF BUSINESS, ORGANIZATION, AND BASIS OF PRESENTATION (Continued)

Name of subsidiary
  Date of incorporation/ acquisition   Paid up
capital
  % of equity
interest held
by the
Company
  Place of
incorporation

Yintech Elements Co., Ltd. 

 

Incorporated on
9 November, 2015

 

USD1 dollar

    100 %

BVI

Yintech Elements (HK) Co., Ltd. 

 

Incorporated on
19 November, 2015

 

HKD1 dollar

   
100

%

Hong Kong


Note (*): These entities were acquired by Yintech through a group reorganization (the "Reorganization") as described below.

Reorganization

The Reorganization was completed on November 18, 2015. The Reorganization involved the incorporation of Yintech and the transfer of Rong Jin Hui Yin, Jin Xiang Yin Rui, Yin Tian Xia Technology, and Yintech Enterprise Co., Ltd., and their subsidiaries Yin Tian Xia Products, Yin Tian Xia Information, Yintech Enterprise (HK) Co., Ltd., Qian Zhong Su, and Ke Chang (collectively, the "Transferred Entities") from Win Yin Financial and Information Service Company Limited ("Win Yin") to Yintech. Prior to the Reorganization, the Transferred Entities' equity interests were 100% owned by Win Yin. Chen Wenbin, Yan Ming, and Chen Ningfeng (collectively the "Founding Shareholders"), each owned 40%, 30%, and 30% equity interest in Win Yin.

Establishment of Yintech.     Yintech was established in the Cayman Islands on November 4, 2015 as an exempted company with limited liability under Companies Law (2011 Revision) (as combined and revised) of the Cayman Islands. Yintech is 100% ultimately owned by the Founding Shareholders, each owned 40%, 30%, and 30% equity interest in Yintech.

Transfer of Transferred Entities to the Group.     In November 2015, Yintech acquired Yintech Enterprise Co.,Ltd. and its subsidiaries from Win Yin at book value of USD1 (RMB 6). As a result, Yintech became the holding company of Yintech Enterprise Co.,Ltd., Yintech Enterprise (HK) Co.,Ltd, and Qian Zhong Su. Also in November 2015, Qian Zhong Su acquired Rong Jin Hui Yin, Jin Xiang Yin Rui and Yin Tian Xia Technology, and their subsidiaries from Shanghai Long Jin Co., Ltd. ("Long Jin"), a wholly owned subsidiary of Win Yin, at book value of RMB 107.26 million, which was settled in December 2015. The consideration was financed by a shareholder loan which was subsequently repaid in February 2016. These acquisitions, as part of the Reorganization, were completed on November 18, 2015.

Basis of Presentation for the Reorganization.     The Founding Shareholders' respective equity interest in Yintech is identical to the Founding Shareholders' respective equity interest in each of the Transferred Entities. Accordingly, the accompanying combined and consolidated financial statements prior to the Reorganization are the combination of the financial statements of the Transferred Entities, which are recorded at carryover basis, and have been prepared in a manner similar to a pooling of interests, as the Transferred Entities have identical ultimate ownership both prior to and following the Reorganization.

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YINTECH INVESTMENT HOLDINGS LIMITED

NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of preparation

The combined and consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP").

Principles of combination and consolidation

Prior to the Reorganization, the combined financial statements include the financial statements of the Transferred Entities since the date of incorporation, and were prepared on a combined basis. Following the Reorganization, the consolidated financial statements include the accounts of Yintech and its subsidiaries. All significant intercompany balances and transactions have been eliminated upon combination and consolidation. The Group has no involvement with variable interest entities.

Currency translation for financial statements presentation

The accompanying combined and consolidated financial statements are reported in Renminbi ("RMB").

Yintech's functional currency is USD, and the reporting currency is RMB. Yintech's subsidiaries determine their functional currencies based on the criteria of FASB ASC 830, Foreign Currency Matters. The consolidated financial statements are translated into RMB using the exchange rate at the balance sheet date for assets and liabilities, and the average exchange rate in the period for revenues, expenses, gains and losses. Any translation gains or losses are recorded in other comprehensive income / (loss).

Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date. Exchange gains and losses are included in earnings as a component of other revenues.

Translations of amounts from RMB into USD for the convenience of the reader have been calculated at the exchange rate of RMB6.4778 per USD1.00 on December 31, 2015, the last business day for the year ended 31 December, 2015, as published on the website of the United States Federal Reserve Board. No representation is made that the RMB amounts could have been, or could be, converted into U.S. dollars at such rate. The USD convenience translation is not required under U.S. GAAP and all USD convenience translation amounts in the accompanying combined and consolidated financial statements are unaudited.

Use of estimates

The preparation of combined and consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the combined and consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, the Group evaluates its estimates and judgments including those related to: the fair value of stock based compensation; the fair value of derivatives; the useful lives and recoverability of equipment and leasehold improvements; the fair value of investments; the carrying value of receivables from customers; the determination of the allowance for doubtful accounts; the liabilities for unrecognized tax benefits; indefinitely reinvested earnings; and the valuation allowance for deferred income tax assets.

Derivative financial instruments

The Group recognizes all derivative instruments as either assets or liabilities in the balance sheet at their respective fair values.

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YINTECH INVESTMENT HOLDINGS LIMITED

NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

In the normal course of business and as a comprehensive member of the Tianjin and Guangdong Exchanges, the Group enters into transactions in derivative financial instruments with customers. As a comprehensive member of the Tianjin and Guangdong Exchanges, the Group is required to serve as the counterparty of the customer trading of precious metals through exchange-traded spot commodity contracts. The Tianjin and Guangdong Exchanges quote trading prices of the spot commodity contracts with reference to the prices from relevant international and domestic spot commodities markets. The Group does not apply hedge accounting, as all derivative financial instruments are held for trading purposes and therefore recorded at fair value with changes reflected in earnings. Contracts with customers are traded either as long or short positions and the notional amount and fair values of the contracts in a loss position are not offset against notional amount and the fair value of contracts in a gain position. Gains and losses (realized and unrealized) on all derivative financial instruments are shown as a component of trading gains / (losses), net.

In accordance with the Tianjin and Guangdong Exchanges' requirements, the Group's customers must meet, at a minimum, the deposit requirements established by the Tianjin and Guangdong Exchanges at which the spot commodity contracts are traded. Therefore, exchange traded spot commodity contracts generally do not give rise to significant counterparty exposure due to the cash settlement procedures for daily market movements ("variation margin") and the deposit requirements of the Tianjin and Guangdong Exchanges. The variation margin payments represent the daily settlement of the outstanding exposure of the derivative contract. Likewise, as the counterparty to customer trades, the Group is also required to place deposits with custodian banks of the Tianjin and Guangdong Exchanges to meet the minimum deposit requirements. Such amount placed at banks to meet the minimum deposit requirements is included in deposits with clearing organizations and restricted from withdrawal.

In 2013, 2014 and 2015, the Group traded commodity future contracts on the Shanghai Futures Exchange to manage its exposure on spot commodity contracts and physical trading of raw silver. Commodity future contracts are recorded at fair value with changes reflected in earnings. Gains and losses from these contracts are recorded in trading gains / (losses), net. At the end of December 31, 2014 and 2015, the Group has no commodity future contracts outstanding.

In 2013, the Group entered into risk sharing agreements with entities controlled by the Founding Shareholders. Under the risk sharing agreements, certain percentages of the spread fees and trading gains or losses arising from exchange-traded spot commodity contracts with customers are shared with these companies. The shared spread fees are recorded in commissions and fees, net. The shared trading gains and losses are recorded in trading gains / (losses), net.

In 2015, the Group entered into risk and return transfer agreements with a third party fund. Gains and losses from the risk and return transfer agreements are recorded in trading gains / (losses), net.

Available-for-sale investments

The Group classifies wealth management products issued by banks and money market funds issued by fund management companies as available-for-sale ("AFS") investments. AFS investments are recorded at fair value. Unrealized holding gains and losses, net of the related tax effect, on AFS investments are excluded from earnings and are reported as a separate component of accumulated other comprehensive income until realized. Realized gains and losses from the sale of AFS investments are determined on a specific-identification basis and are recorded as trading gains / (losses). Interest and investment income are recognized when earned.

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YINTECH INVESTMENT HOLDINGS LIMITED

NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenue recognition

Revenue is recognized when all of the following conditions are met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable and collectability is reasonably assured. These criteria as they relate to each of the following major revenue generating activities are described below.

(i)
Commissions and fees

    Commissions and fees are recorded on a trade-date basis. The Group earns trading commissions, spread fees and overnight fees from its operation on Tianjin and Guangdong Exchanges, which are settled on a daily basis. The Group earns trading commissions from its operation on Shanghai Exchange, which are settled on a monthly basis. Cash rebates on trading commissions and overnight fees offered by the Group to its customers are recorded as a reduction of revenue.

(ii)
Trading gains / (losses)

    Trading gains / (losses) consist of realized and unrealized gains and losses from exchange-traded spot commodity contracts, commodity future contracts and risk and return transfer agreements, the realized gains from trading of physical commodities, and realized gains and losses from the sale of AFS investments, all presented on a net basis. Changes in fair value in relation to spot commodity contracts, commodity future contracts and risk and return transfer agreements are recorded in trading gains / (losses), net on a daily basis as disclosed in the accounting policy of derivative financial instruments. Trading gains / (losses) on physical commodities are recognized when title passes and measured by the difference between the acquisition cost of the commodity and the cash received or receivable.

(iii)
Interest and investment income

    Interest income is recognized at the effective interest rate. Investment income is recognized when earned.

(iv)
Other revenues

    Other revenues primarily consist of income from sales of application services, sales of silver products, government grants and awards from the Exchanges.

    Sales of application services comprise the sales of a license subscription bundled with customer support service during the license period. Revenue from sales of application services are recognized ratably over the term of the arrangement which is generally 1 year. During the period of the arrangement, the customer does not have the contractual right to take possession of the software at any time.

    Sales of silver products are recognized when goods are delivered at the customers' premises which are taken to be the point in time when the customer has accepted the goods and the related risks and rewards of ownership. Revenue excludes value added tax.

    Government grants are recognized when there is reasonable assurance that they will be received and that the Group will comply with the conditions attaching to them. Grants that compensate the Group for expenses incurred are deducted in reporting the related expenses on a systematic basis in the same periods in which the expenses are incurred.

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YINTECH INVESTMENT HOLDINGS LIMITED

NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

    Awards from the Exchanges are recognized when earned and there is reasonable assurance that they will be received and amounts can be reasonably estimated.

Equipment and leasehold improvements

Equipment and leasehold improvements are stated at cost. Depreciation is provided on a straight-line basis using estimated useful lives of three to five years. Leasehold improvements are amortized over the shorter of the economic useful life of the improvement or the term of the lease.

Advertising and promotion expenses

Advertising expenses represent expenses for placing advertisements on television, radio and newspaper, as well as on Internet websites and search engines. Promotion expenses represent commissions paid to sales agents for bringing in new customers. Advertising and promotion cost are expensed as incurred.

Defined contribution plan

Pursuant to relevant PRC regulations, the Group is required to make contributions to various defined contribution plans organized by municipal and provincial PRC governments. The contributions are made for each PRC employee at statutory rates as determined by local social security bureau. Contributions to the defined contribution plans are charged to the combined and consolidated statements of income. The Group has no obligations for payment of pension benefits associated with the plans beyond the amount it is required to contribute.

Stock based compensation

The Group measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award and recognizes the cost over the period the employee is required to provide service in exchange for the award, which generally is the vesting period. The Group recognizes compensation cost for an 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, net of estimated forfeitures, provided that the cumulative amount of compensation cost recognized at any date at least equals to the portion of the grant-date value of such award that is vested at that date. Forfeiture rates are estimated based on historical and future expectations of employee turnover rates. Stock compensation expense, when recognized, is recorded as expense with the corresponding entry to additional paid-in capital.

Income tax

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided to reduce the carrying amount of deferred income tax assets if it is considered more likely than not that some portion or all of the deferred income tax assets will not be realized. The Group recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50 percent likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Group presents any interest or penalties related to an underpayment of income taxes as part of its income tax expense.

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YINTECH INVESTMENT HOLDINGS LIMITED

NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Deferred offering costs

Deferred offering costs consist principally of legal, printing and registration costs in connection with the initial public offering of the Company's ordinary shares ("IPO"). Such costs are deferred until the closing of the offering, at which time the deferred costs are offset against the offering proceeds. In the event the offering is unsuccessful or aborted, the costs will be expensed. Deferred offering costs as of December 31, 2015 amounted to RMB 5.59 million and were included in other assets.

Provisions and contingent liabilities

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred.

Recently Issued Accounting Standards

In May 2014, the Financial Accounting Standards Board ("FASB") issued ASU No. 2014-09, Revenue from Contracts with Customers, which outlines a comprehensive new revenue recognition model designed to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In August 2015, the FASB issued ASU No. 2015-14 to defer the effective date to annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2017. The Group is in the process of evaluating the impact of adoption of this guidance on the Group's consolidated financial statements.

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments — Overall. Amendments in ASU 2016-01 are as follows: 1) require equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. However, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer; 2) simplify the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. When a qualitative assessment indicates that impairment exists, an entity is required to measure the investment at fair value; 3) eliminate the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities; 4) eliminate the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; 5) require public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; 6) require an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments; 7) require separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements; 8) clarify that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity's other deferred tax assets. The new standard is effective for annual reporting periods beginning after December 15, 2017. The Group is in the process of evaluating the impact of adoption of this guidance on the Group's consolidated financial statements.

In addition to those described above, the FASB has issued other accounting standards, none of which are expected to have a material impact on the Group's consolidated financial statements when adopted.

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YINTECH INVESTMENT HOLDINGS LIMITED

NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands)

3. FAIR VALUE MEASUREMENTS

Fair Value Hierarchy

FASB ASC 820 defines fair value, establishes a framework for measuring fair value, and establishes a hierarchy of fair value inputs. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market. Valuation techniques that are consistent with the market, income or cost approach, as specified by FASB ASC 820, are used to measure fair value.

The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels:

•  Level 1:   Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Group can access at the measurement date.

•  Level 2:

 

Inputs other than quoted prices included within level 1 that are observable for the asset or liability either directly or indirectly.

•  Level 3 :

 

Unobservable inputs for the asset or liability.

The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

Fair Value Measurements

A description of the valuation techniques applied to the Group's major categories of assets and liabilities measured at fair value on a recurring basis as follows.

Exchange-Traded Derivative Contracts.     Derivatives that are actively traded are valued based on quoted prices from the exchanges and are categorized in level 1 of the fair value hierarchy.

Available-for-sale Investments.     Available-for-sale investments include wealth management products issued by banks and money market funds, which are valued based on prices per units quoted by issuers. They are categorized in level 2 of the fair value hierarchy.

Risk Sharing Contracts.     Risk sharing contracts entered into with related parties are valued based on quoted prices from the exchanges of spot commodity contracts entered by the Group with its customers, and are categorized in level 2 of the fair value hierarchy.

Risk and Return Transfer Contracts.     Risk and return transfer contracts are valued based on the quoted prices of spot commodity contracts entered by the Group with its customers and the fair value of unsettled receivables or payables under the contracts. They are categorized in level 2 of the fair value hierarchy.

The following table presents the Group's fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis.

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YINTECH INVESTMENT HOLDINGS LIMITED

NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands)

3. FAIR VALUE MEASUREMENTS (Continued)

Fair Value Measurements on a Recurring Basis
At December 31, 2015


 
  Level 1
RMB
  Level 2
RMB
  Level 3
RMB
  Total
RMB
 

Asset

                         

Derivative assets

        445         445  

Available-for-sale investments

        75,670         75,670  

Total

        76,115         76,115  

Liabilities

                         

Derivative liabilities

        14,336         14,336  

Total

        14,336         14,336  

At December 31, 2014


 
  Level 1
RMB
  Level 2
RMB
  Level 3
RMB
  Total
RMB
 

Asset

                         

Derivative assets

                 

Available-for-sale investments

        354,000         354,000  

Total

        354,000         354,000  

Liabilities

                         

Derivative liabilities

                 

Total

                 

There were no transfers between level 1 and level 2 during the year.

Additional Disclosures About the Fair Value of Financial Instruments (Including Financial Instruments Not Carried at Fair Value)

Certain financial instruments that are not carried at fair value on the combined and consolidated balance sheet are carried at amounts that approximate fair value due to their short-term nature and generally negligible credit risk. These financial instruments include cash, deposits with clearing organizations, other financial assets (amount due from related parties, awards receivable from the Exchanges, and deposits and others) and other financial liabilities (amount due to related parties, accounts payables, customer rebates payable, and payable to third parties).

The following table presents the carrying values and estimated fair values of financial assets and liabilities, excluding financial instruments that are carried at fair value on a recurring basis, and information is provided on their classification within the fair value hierarchy.

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YINTECH INVESTMENT HOLDINGS LIMITED

NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands)

3. FAIR VALUE MEASUREMENTS (Continued)


At December 31, 2015
  Total
carrying
value
RMB
  Level 1
RMB
  Level 2
RMB
  Level 3
RMB
  Estimated
fair value
RMB
 

Asset

                               

Cash

    362,461     362,461             362,461  

Deposits with clearing organizations

    239,904     239,904             239,904  

Other financial assets

    23,613         23,613         23,613  

Total

    625,978     602,365     23,613         625,978  

Liabilities

                               

Other financial liabilities

    147,357         147,357         147,357  

Total

    147,357         147,357         147,357  



At December 31, 2014
  Total
carrying
value

RMB
  Level 1

RMB
  Level 2

RMB
  Level 3

RMB
  Estimated
fair value

RMB
 

Asset

                               

Cash

    83,534     83,534             83,534  

Deposits with clearing organizations

    234,869     234,869             234,869  

Other financial assets

    22,312         22,312         22,312  

Total

    340,715     318,403     22,312         340,715  

Liabilities

                               

Other financial liabilities

    42,223         42,223         42,223  

Total

    42,223         42,223         42,223  

4. CASH

Cash represents cash on hand and bank deposits. To limit exposure to credit risk relating to bank deposits, the Group primarily places bank deposits with large financial institutions in the PRC with acceptable credit rating. As of December 31, 2014 and 2015, the Group had cash balances at two and three PRC individual financial institutions, respectively, that held cash balances in excess of 10% of the Group's total cash balances. These bank deposits collectively accounted for approximately 90% and 93% of the Group's total cash balances as of December 31, 2014 and 2015, respectively.

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YINTECH INVESTMENT HOLDINGS LIMITED

NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands)

5. AVAILABLE-FOR-SALE INVESTMENTS


 
   
  Gross
unrealized
holding gains
RMB
  Aggregate fair value  
 
  Aggregate
cost basis
RMB
 
At December 31, 2015
  RMB   USD (Note2)  
 
   
   
   
  Unaudited
 

Wealth management products

    75,670         75,670     11,681  

Total

    75,670         75,670     11,681  



At December 31, 2014
  Aggregate
cost basis
RMB
  Gross
unrealized
holding gains
RMB
  Aggregate
fair value
RMB
 

Wealth management products

    256,000         256,000  

Money market funds

    98,000         98,000  

Total

    354,000         354,000  

The Group's available-for-sale investments represent wealth management products issued by banks and money market funds, both of which mainly invest in money market and other fixed income products and can be redeemed upon demand.

Realized gains and losses from the sales of AFS investments are determined on a specific-identification basis and are recorded as trading gains / (losses). Interest and investment income are recognized when earned. As at December 31, 2014 and 2015, fair value of these investments is approximate to cost, there were no unrealized holding gains or losses.

6. DEPOSITS WITH CLEARING ORGANIZATIONS

Deposits with clearing organizations represent the amount placed in the depository accounts at the custodian banks of the Tianjin and Guangdong Exchanges.

In accordance with the Tianjin and Guangdong Exchanges requirements, the Group is required to enter into a tri-party depositary service agreement with the Tianjin and Guangdong Exchanges and the designated custodian bank in order to be eligible for trading. As the counterparty to customer trades, the Group is required to place deposits with the custodian banks to meet the minimum deposit requirements. Such amount placed at the custodian banks to meet the deposit requirements is restricted from withdrawal.

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YINTECH INVESTMENT HOLDINGS LIMITED

NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands)

7. EQUIPMENT AND LEASEHOLD IMPROVEMENTS

Equipment and leasehold improvements consist of the following:


 
  December 31,  
 
  2014
RMB
  2015
RMB
  2015
(Note2) USD
 
 
   
   
  Unaudited
 

Electronic equipment

    20,389     18,218     2,812  

Office equipment

    2,563     2,781     429  

Motor vehicles

    6,147     6,147     949  

Leasehold improvements

    12,896     12,896     1,990  

Total equipment and leasehold improvements

    41,995     40,042     6,180  

Less: accumulated depreciation

    (18,343 )   (21,727 )   (3,353 )

Equipment and leasehold improvements, net

    23,652     18,315     2,827  

8. OTHER ASSETS


 
  December 31,  
 
  2014
RMB
  2015
RMB
  2015
(Note2) USD
 
 
   
   
  Unaudited
 

Receivables from customers

    104     910     141  

Prepayment to suppliers

    5,117     5,779     892  

Silver products

    4,711     5,047     779  

Acquired software

    1,861     4,786     739  

Value-added-tax refund receivable

    31,016     21,840     3,372  

Government grant receivable

        12,420     1,917  

Awards receivable from the Exchanges

        6,943     1,071  

Deferred offering costs

        5,593     863  

Expense advances to employees

    392     647     100  

Goodwill

        102     16  

Deposits and others

    13,408     15,113     2,333  

Total

    56,609     79,180     12,223  

Deposits and others primarily consist of the rental deposits for the Group's office premises.

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YINTECH INVESTMENT HOLDINGS LIMITED

NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands)

9. OTHER LIABILITIES


 
  December 31,  
 
  2014
RMB
  2015
RMB
  2015
(Note2) USD
 
 
   
   
  Unaudited
 

Customer rebates payable

    19,067     14,832     2,290  

Taxes and surcharges payable

    30,660     17,297     2,670  

Acquisition consideration payable

        10,000     1,544  

Accrued offering costs

        5,593     863  

Accrued expenses and others

    2,077     4,813     742  

Total

    51,804     52,535     8,109  

Taxes and surcharges payable consists business tax, value-added tax and the relevant surcharges of the PRC entities of the Group.

The acquisition consideration payable was in relation to the acquisition of Sheng Ding and was subsequently settled in February 2016.

10. COMMITMENTS AND CONTINGENCIES

The Group's leases are for the office premises. Future minimum lease payments under non-cancellable operating leases agreements as of December 31, 2015 are as follows. The Group's leases do not contain any contingent rent payment terms.


 
  RMB  

Year ending December 31

       

2016

    17,628  

2017

    13,420  

2018

    2,701  

2019

    173  

2020

    181  

2021 and thereafter

    929  

Total

    35,032  

Rental expenses incurred under operating leases were RMB 11.22 million, RMB 20.47 million and RMB 24.43 million for the years ended December 31, 2013, 2014 and 2015, respectively.

11. DERIVATIVES

Under the trading rules of the Tianjin and Guangdong Exchanges, the Group is required to accept the customers' trades and to serve as the counterparty to the customers' trades. That is, when a customer

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YINTECH INVESTMENT HOLDINGS LIMITED

NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands)

11. DERIVATIVES (Continued)

places a trade for a long or short position on a spot commodity contract, the Group takes the corresponding opposite short or long position on that contract.

Prior to the risk and return transfer arrangement, to manage the Group's risks associated with the net open positions on these contracts, the Group historically entered into separate spot commodity contracts with special members of the Tianjin and Guangdong Exchanges. The spot commodity contracts the Group entered into with the special member of the Tianjin and Guangdong Exchanges did not qualify for hedge accounting under ASC 815 and therefore were recorded at fair value with changes recorded in trading gains / (losses), net. The Group did not offset the notional amount or the fair value of the contracts with the special member against the notional amount or the fair value of the contracts entered into with the customers.

According to the Tianjin and Guangdong Exchanges' trading and settlement rules, if a customer does not close its spot commodity contracts at the end of the trading day, any profit or loss resulting from holding such contract during this trading day is deposited into or withdrawn from the customer's trading deposit account (variation margin) on a daily basis by the custodian bank according to the clearing instruction given by the Tianjin and Guangdong Exchanges, as if the position had been closed. The corresponding loss or profit arising from customer driven transactions is withdrawn from or deposited into the Group's trading deposit account. In effect, the contract price of the open position is re-set to the ending spot price at the end of each day with the ending spot price carried forward to the next trading day.

Variation margin payment is considered a settlement of the spot commodity contract for accounting purposes since the contractual rights to cash has been transferred to the Group and the customer's receipt of the variation margin payment from the Group meets the criteria in ASC 405-20-40 for extinguishment of a liability. Therefore the payment or receipt of the variation margin reduces the derivative asset or liability to zero at the end of each day. Accordingly, at the end of December 31, 2014 and 2015, the derivative asset and liability of the Group's spot commodity contracts with customers and special members are nil.

The Group also traded commodity future contracts through Shanghai Futures Exchange for which there was no requirement for daily cash settlement of variation margin.

As of December 31, 2014 and 2015, the majority of the underlying of the open spot commodity contracts is silver. Notional amount of open spot commodity contracts is calculated based on the closing spot price of

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YINTECH INVESTMENT HOLDINGS LIMITED

NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands)

11. DERIVATIVES (Continued)

the underlying commodities and the quantity specified in the contract. The notional amount and fair value of derivatives as at December 31 are set out as follows:


 
  December 31 2014,  
 
   
  Fair Value  
 
  Notional amount
RMB
  Derivative
assets
RMB
  Derivative
liabilities
RMB
 

Spot commodity contracts

                   

— Long position

    755,781          

— Short position

    1,631,762          

Total (RMB)

    2,387,543          



 
  December 31 2015,  
 
   
  Fair Value  
 
  Notional amount
RMB
  Derivative
assets
RMB
  Derivative
liabilities
RMB
 

Spot commodity contracts

                   

— Long position

    397,868          

— Short position

    2,288,602          

Risk and return transfer contracts

    2,686,470     445     14,336  

Total (RMB)

    5,372,940     445     14,336  

The Group is exposed to market risk relating to spot and future commodity contracts since their fair values fluctuate as a result of changes in market price of commodities. As of December 31, 2015, the Group's open short positions on spot commodity contracts expose the Group to losses beyond the notional amount of the contracts. As of December 31, 2015, the maximum exposure to losses of the Group's open long positions on spot commodity contracts is the notional amount of the contracts. The Group's maximum risk exposure on these contracts is partially reduced by the Tianjin and Guangdong Exchanges' force liquidation of open positions held by the Group if the price movements of the contracts result in the minimum deposit requirements not being maintained.

In 2015, Rong Jin Hui Yin, Jin Xiang Yin Rui and Sheng Ding entered into risk and return transfer agreements with an independent third party fund, pursuant to which gains or losses arising from exchange-traded spot commodity contracts with customers are transferred to and absorbed by the third party fund. The amount payable to or amount receivable from the third party fund is settled on a monthly basis. The terms of the risk and return transfer agreements cover the period from August 23, 2015 to

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YINTECH INVESTMENT HOLDINGS LIMITED

NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands)

11. DERIVATIVES (Continued)

August 22, 2020 for Rong Jin Hui Yin, from August 23, 2015 to October 1, 2020 for Jin Xiang Yin Rui, and from October 23, 2015 to October 1, 2020 for Sheng Ding.

Effectively, the risk and return transfer arrangement is an offer from the third party fund to accept the risk on all Rong Jin Hui Yin, Jin Xiang Yin Rui and Sheng Ding's future customer-driven spot commodity contracts during the contract periods at the market value at the moment they are entered into.

The execution guarantee agreement was entered into to guarantee the execution of the risk and return transfer arrangement, pursuant to which the fund's bank account is under joint administration of the fund and the Group. Pursuant to the agreement, any cash withdrawal or transfer from the fund's account requires approval from both the fund and the Group. However, the Group cannot unreasonably interfere or limit the normal withdrawal or transfer activities of the bank account by the fund under the agreement.

The execution guarantee agreement only provides the Group with a protective right to ensure the fund's bank account retains enough balance to fulfil the minimum deposit requirement under, and is merely an execution guarantee arrangement supplementary to, the risk and return transfer arrangement, to safeguard the repayment ability to the Group. It does not represent a separate guarantee provided by the fund to the Company or vice-versa, rather it is a mechanism to mitigate the risk of the fund having insufficient cash to honor any obligations that may arise under the risk and return transfer arrangement.

Pursuant to the execution guarantee agreement, if the net asset value of the fund falls below 70% of the total minimum deposit requirements of Tianjin and Guangdong Exchanges, the third party fund has a contractual obligation to restore it to 100% by requesting its investors to inject additional capital in cash. As at December 31, 2015, the net asset value of the third party fund is RMB 245.49 million.

12. ORDINARY SHARES

Yintech was established in the Cayman Islands on November 4, 2015 as an exempted company with limited liability under Companies Law (2011 Revision) (as combined and revised) of the Cayman Islands. Authorized share capital of Yintech is USD 0.03 million, or 3,000,000,000 authorized shares with a par value of USD 0.00001 each. 1,000,000,000 shares were issued to Founding Shareholders at par value, equivalent to ordinary share capital of USD 0.01 million.

Holders of ordinary share are entitled to one vote per share, and to receive dividends and, upon liquidation or dissolution, are entitled to receive all assets available for distribution to shareholders. The holders have no preemptive or other subscription rights and there are no redemption or sinking fund provisions with respect to such shares.

13. PAID-IN CAPITAL AND ADDITIONAL PAID-IN CAPITAL

As of December 31, 2014, paid-in-capital in the combined balance sheet represented the combined contributed capital of the following entities. All of the following entities are limited liability companies under PRC law. Such companies do not issue shares, but the registered capital, method and amount of capital contributions and rights and obligations of the investors are established in the articles of association of each company.

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YINTECH INVESTMENT HOLDINGS LIMITED

NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands)

13. PAID-IN CAPITAL AND ADDITIONAL PAID-IN CAPITAL (Continued)


 
  December 31,
2014
RMB
 

Rong Jin Hui Yin

    100,000  

Jin Xiang Yin Rui

    20,000  

Yin Tian Xia Technology

    5,000  

Total

    125,000  

In 2014, the Founding Shareholders made capital injection of RMB 16 million to Jin Xiang Yin Rui. As a result, the paid-in-capital of Jin Xiang Yin Rui was increased from RMB 4 million to RMB 20 million as of December 31, 2014.

As part of the Reorganization, Qian Zhong Su acquired Rong Jin Hui Yin, Jin Xiang Yin Rui and Yin Tian Xia Technology, and their subsidiaries from Long Jin at a consideration of RMB 107.26 million in November 2015, upon which, Rong Jin Hui Yin, Jin Xiang Yin Rui and Yin Tian Xia Technology became wholly owned subsidiaries of the Company and the paid-in capital of RMB 125 million was eliminated in the consolidated balance sheet as of December 31, 2015 to reflect the legal capital of Yintech (par value of ordinary shares and additional paid-in capital).

On December 14, 2015, a shareholder loan of USD 39.39 million (RMB 254.30 million) was extended to Yintech by Founding Shareholders to increase the working capital of Yintech. On the same date, the loan was waived in full by the Founding Shareholders and USD 39.39 million (RMB 254.30 million) was recorded as additional paid-in capital of Yintech.

14. DIVIDEND DISTRIBUTION

In 2014, the Board of Directors of Yin Tian Xia Technology announced and distributed dividend of RMB 100 million.

Prior to the completion of Reorganization, the Board of Directors of Rong Jin Hui Yin, Jin Xiang Yin Rui and Yin Tian Xia Technology announced dividend of RMB 831.88 million in 2015. As at December 31, 2015, outstanding dividend payable was RMB 126.88 million.

15. RETAINED EARNINGS

Pursuant to the Company Law of the PRC, each of the PRC entity is required to appropriate 10% of its net income to the statutory reserve on an annual basis until the aggregated amount of the reserve reaches 50% of its registered capital. Statutory reserve is not distributable. Subject to the approval of the shareholders, the statutory reserve may be used to offset accumulated losses, or converted into capital of the company.

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YINTECH INVESTMENT HOLDINGS LIMITED

NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands)

15. RETAINED EARNINGS (Continued)


 
  December 31,  
 
  2014
RMB
  2015
RMB
  2015
(Note2) USD
 
 
   
   
  Unaudited
 

PRC statutory reserve

    13,251     35,419     5,468  

Unreserved retained earnings

    467,375     69,774     10,771  

Total retained earnings

    480,626     105,193     16,239  

As of December 31, 2015, Yin Tian Xia Technology has reached such maximum reserve amount and therefore stopped appropriation, while other PRC entities have not yet reached their respective maximum reserve amount.

16. ACCUMULATED OTHER COMPREHENSIVE INCOME


 
   
  Unrealized gain on
available-for-sale investments
 
 
  Foreign
currency
translation
adjustment
  Before
tax amount
RMB
  Tax
(expenses)
or benefit
RMB
  Net-of-tax
amount
RMB
 

Balance at January 1, 2013

                 

Other comprehensive income before reclassification

        369     (92 )   277  

Amounts reclassified from accumulated other comprehensive income

        (369 )   92     (277 )

Balance at December 31, 2013

                 

Balance at January 1, 2014

                 

Other comprehensive income before reclassification

        2,865     (716 )   2,149  

Amounts reclassified from accumulated other comprehensive income

        (2,865 )   716     (2,149 )

Balance at December 31, 2014

                 

Balance at January 1, 2015

                 

Other comprehensive income before reclassification

    1,241     8,190     (2,047 )   6,143  

Amounts reclassified from accumulated other comprehensive income

        (8,190 )   2,047     (6,143 )

Balance at December 31, 2015

    1,241              

Balance at December 31, 2015, in USD (Note2) (unaudited)

    192              

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YINTECH INVESTMENT HOLDINGS LIMITED

NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands)

16. ACCUMULATED OTHER COMPREHENSIVE INCOME (Continued)

The amounts reclassified out of accumulated other comprehensive income represent realized gains on the available-for-sale investments upon their sales, which were then recorded in "Trading gains / (losses), net" in the combined and consolidated statements of comprehensive income.

17. ACQUISITION

On November 16, 2015, the Group acquired 100% of the shares of Sheng Ding from third parties. The results of Sheng Ding's operations have been included in the combined and consolidated financial statements since that date. Set up in October 30, 2012, Sheng Ding is engaged in providing trading and investment services for online spot commodity trading through Guangdong Exchange. The notional amount of the long and short position of the exchange-traded spot commodity contracts at the acquisition date were RMB 45.6 million and RMB 7.0 million, respectively. The goodwill of RMB 0.10 million arising from the acquisition is recorded in other assets in the consolidated financial statements, and is not amortizable for tax purpose.

The following table summarizes the consideration paid for Sheng Ding and the amounts of estimated fair value of the assets acquired and liabilities assumed at the acquisition date.


Recognized amounts of identifiable assets acquired and liabilities assumed:

       

Cash

    6  

Deposit with clearing organization

    22,349  

Other liabilities

    (12,457 )

Total identifiable net assets acquired

    9,898  

Cash consideration

    10,000  

Goodwill

    102  

18. COMMISSIONS AND FEES


 
  Year ended December 31,  
 
  2013
RMB
  2014
RMB
  2015
RMB
  2015
(Note2) USD
 
 
   
   
   
  Unaudited
 

Spread fees

    364,369     624,582     710,799     109,728  

Net of amount shared with related parties (discontinued) (note (25))

    (116,247 )            

    248,122     624,582     710,799     109,728  

Trading commissions, net

    122,935     149,818     191,846     29,616  

Overnight fees, net

    42,201     86,419     88,053     13,593  

Total

    413,258     860,819     990,698     152,937  

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YINTECH INVESTMENT HOLDINGS LIMITED

NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands)

18. COMMISSIONS AND FEES (Continued)

The Group earns trading commissions, spread fees and overnight fees from its operation on Tianjin and Guangdong Exchanges, which are settled on a daily basis. The Group earns trading commissions from its operation on Shanghai Exchange, which are settled on a monthly basis.

Spread fees are earned based on the quantity of the underlying commodities of the customer's trades. The amount of the spread fees for each type of spot commodity contract is fixed and set by the Tianjin and Guangdong Exchanges and varies by commodity types. Trading commissions are generated based on the notional trading transaction value of the customers at the opening and closing of a position. Overnight fees are generated from customers who hold a long or short position overnight to the next trading day. The spread fees, standard trading commission rate and overnight fees for each commodity are determined by the Exchanges where such spot commodity contract is traded.

Cash rebates are offered to customers on the trading commission and overnight fees. The cash rebates are determined by the Group on an individual customer basis and paid monthly. The rebates are deducted from the gross trading commission or overnight fees. Total customer rebates recognized during the years ended December 31, 2013, 2014 and 2015 were RMB 81.21 million, RMB 192.26 million and RMB 166.89 million, respectively. As at December 31, 2014 and 2015, outstanding customer rebates payable were RMB 19.07 million and RMB 14.83 million, respectively.

19. TRADING GAINS / (LOSSES)

Trading gains / (losses) consists of realized and unrealized gains and losses from exchange-traded spot commodity contracts with customers and special members, commodity future contracts, risk sharing contracts with related parties, and risk and return transfer agreements with third party fund, the realized gain from trading of physical commodities, and realized gains and losses from the sales of AFS investments, all represented on a net basis.

As disclosed in Note 11, pursuant to the risk and return transfer agreements, the Group's gains / (losses) arising from exchange-traded spot commodity contracts with customers are transferred to, and absorbed by the third party fund during the contract periods. Fair value movements on the risk and reward transfer agreement are recognised as trading gains / (losses). Settlements are made on a monthly basis.

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YINTECH INVESTMENT HOLDINGS LIMITED

NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands)

19. TRADING GAINS / (LOSSES) (Continued)

The following table presents trading gains / (losses) for the years ended December 31:


 
  Year ended December 31,  
 
  2013
RMB
  2014
RMB
  2015
RMB
  2015
(Note2) USD
 
 
   
   
   
  Unaudited
 

Spot commodity contracts

    342,445     263,649     166,015     25,628  

Risk sharing contracts with related parties (discontinued) (note (25))

    (128,058 )            

Risk and return transfer arrangement

            (9,301 )   (1,436 )

Commodity future contracts

    67     1,532     753     116  

Trading of physical commodities

    38     804     771     119  

Available-for-sale investments

    369     2,865     8,190     1,265  

Total

    214,861     268,850     166,428     25,692  

20. OTHER REVENUES


 
  Year ended December 31,  
 
  2013
RMB
  2014
RMB
  2015
RMB
  2015
(Note2) USD
 
 
   
   
   
  Unaudited
 

Sales of application services

    778     19,249     8,122     1,254  

Sales of silver products

    626     2,202     2,494     385  

Awards from the Exchanges

            38,005     5,867  

Government grants and others

    32     6,242     35,684     5,508  

Total

    1,436     27,693     84,305     13,014  

During the year ended December 31, 2015, the Group recognized awards of RMB 38 million from the Exchanges based on customer trading volume of the Group. Awards from the Exchanges are recognized when there is reasonable assurance that they will be received and amounts can be reasonably estimated. The outstanding award receivable from the Exchanges is RMB 6.94 million as at December 31, 2015.

Government grants and others primarily consist of financial subsidies granted by provincial and local governments for operating a business in their jurisdiction. The government grants are non-recurring in nature and there is no assurance that the Group will continue to receive such government grants in the future. The outstanding government grant receivable is RMB 12.42 million as at December 31, 2015.

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YINTECH INVESTMENT HOLDINGS LIMITED

NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands)

21. ADVERTISING AND PROMOTION

Advertising and promotion consists of market promotion cost and sales agent cost paid to third party companies.


 
  Year ended December 31,  
 
  2013
RMB
  2014
RMB
  2015
RMB
  2015
(Note2) USD
 
 
   
   
   
  Unaudited
 

Advertising expenses

    124,776     179,914     221,859     34,249  

Sales agent expenses

    131,316     105,818          

Total

    256,092     285,732     221,859     34,249  

The sales agent expenses are related to fees paid to external sales agent companies for their customer development services on the Tianjin Exchange. Such arrangements were terminated in June 2014, and the Group established and used its own in-house sales team for customer development on the Tianjin Exchange since then.

22. INCOME TAXES

Cayman Islands and BVI

Under the current laws of the Cayman Islands and BVI, the Group is not subject to tax on income or capital gains. Additionally, upon payments of dividends by Yintech to its shareholders, neither Cayman Islands nor BVI withholding tax will be imposed.

Hong Kong

Under the Hong Kong tax laws, subsidiaries in Hong Kong are exempted from income tax on their foreign-derived income and there are no withholding taxes in Hong Kong on remittance of dividends.

PRC

The subsidiaries incorporated in PRC file separate tax returns in the PRC. The PRC statutory income tax rate is 25% according to the Corporate Income Tax ("CIT") Law. Substantially all the pretax income of the Group is from the PRC.

Income tax expense consists of the following for the years ended 31 December:


 
  Year ended December 31,  
 
  2013
RMB
  2014
RMB
  2015
RMB
  2015
(Note2) USD
 
 
   
   
   
  Unaudited
 

Current

    4,659     37,096     84,192     12,997  

Deferred

    662     294     (1,988 )   (307 )

Total income taxes

    5,321     37,390     82,204     12,690  

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YINTECH INVESTMENT HOLDINGS LIMITED

NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands)

22. INCOME TAXES (Continued)

The reconciliation between the reported income tax expense and income tax computed by applying the PRC statutory income tax rate of 25% to income before income taxes is as follows:


 
   
  Year ended December 31,  
 
  Note   2013
RMB
  2014
RMB
  2015
RMB
  2015
(Note2) USD
 
 
   
   
   
   
  Unaudited
 

Income taxes at PRC statutory income tax rate of 25%

          28,039     129,837     121,305     18,726  

Differential tax rates for non-PRC entities

    (i )           340     52  

Preferential income tax rate inside the PRC

    (ii )   (26,010 )   (95,993 )   (53,453 )   (8,252 )

Nondeductible share-based compensation expense

          126     1,753     7,746     1,196  

Nondeductible staff welfare expense

          414     1,292          

Nondeductible social insurance expense

          2,130     204     4,486     693  

Other, net

          622     297     1,780     275  

Reported income taxes

          5,321     37,390     82,204     12,690  

Effective tax rate

          5 %   7 %   17 %   17 %

(i)
The pretax losses from non-PRC entities consist primarily of administration expenses, including share-based compensation.

(ii)
Yin Tian Xia Technology was granted the "qualified software enterprise" status in 2013 and is eligible for an income tax exemption for the years ended December 31, 2013 (the year in which it starts making profit) and 2014, and is entitled to a 50 percent reduction of income tax rate for the years ended 31 December 2015 to 2017. Per share impact of such tax holiday is RMB 0.03, RMB 0.10 and RMB 0.05 for the years ended December 31, 2013, 2014 and 2015, respectively.

In assessing the recoverability of its deferred tax assets, management considers whether some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the cumulative earnings and projected future taxable income in making this assessment.

Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are recoverable, management believes that it is more likely than not that the Group will realize the benefits of its deferred tax assets as at December 31, 2014 and 2015.

Deferred income tax assets represent the net tax effects of operating loss carryforwards and temporary differences between the carrying amounts of assets for financial reporting purposes and the amounts used

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YINTECH INVESTMENT HOLDINGS LIMITED

NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands)

22. INCOME TAXES (Continued)

for income tax purposes. The Group does not have deferred tax liabilities as at 31 December 2014 and 2015. Significant components of the Group's deferred tax assets are presented below:


 
  December 31,  
 
  2014
RMB
  2015
RMB
  2015
(Note2) USD
 
 
   
   
  Unaudited
 

Net operating loss carryforwards

    999     3,770     582  

Accrued employee benefits

    531     12     2  

Other liabilities

    264          

Deferred income tax assets

    1,794     3,782     584  

As at December 31, 2014 and 2015, the Group has a net operating loss carry-forward for PRC income tax purpose of approximately RMB 4 million and RMB 15 million, respectively, which will expire between 2017 and 2019, and 2017 to 2020, respectively. The tax effect of the increase in net operating loss for which a benefit was recognized for the years ended December 31, 2013, 2014 and 2015 were RMB 1.62 million, RMB 0.41 million and RMB 3.36 million, respectively.

At 31 December, 2014 and 2015, the Group had unrecognized tax benefit of RMB 3.84 million. The unrecognized tax benefits pertain to income recognition under PRC's tax laws and expense adjustments. The amount of unrecognized tax benefits which would have an impact on the Group's effective tax rate are RMB 1.68 million, RMB 3.84 million and RMB 3.84 million as at December 31, 2013, 2014 and 2015, respectively. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:


 
  RMB  

Balance at January 1, 2013

    1,680  

Balance at December 31, 2013

    1,680  

Balance at January 1, 2014

    1,680  

Increase based on tax positions taken in the current year

    2,158  

Balance at December 31, 2014 and December 31, 2015

    3,838  

As of and for the year ended December 31, 2015, interest related to unrecognized tax benefits was RMB 0.6 million, which was recorded as part of the income tax payable and income tax expense in the consolidated financial statements.

The Group's only major jurisdiction is China where tax returns generally remain open and subject to examination by tax authorities for tax years 2011 onwards.

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YINTECH INVESTMENT HOLDINGS LIMITED

NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands)

22. INCOME TAXES (Continued)

Prior to the Reorganization, the combined financial statements include the combined financial position and results of the Transferred Entities. Upon the consummation of the Reorganization on November 18, 2015, all of the retained earnings accumulated prior to the Reorganization was declared and paid or payable to a wholly-owned PRC subsidiary of Win Yin, for which no withholding tax was required.

The Group has considered temporary differences on the book to tax differences pertaining to all investment in subsidiaries including the determination of the indefinite reinvestment assertion that would apply to each foreign subsidiary following the Reorganization. The Group evaluated each entity's historical, current business environment and plans to indefinitely reinvest all earnings accumulated after the Reorganization in its respective jurisdiction for purpose of future business expansion.

As of December 31, 2015, the gross balance with respect to the undistributed earnings from the foreign subsidiaries is approximately RMB 0.1 billion. The Group has not provided deferred tax liability for such temporary differences that are indefinitely reinvested. The unrecognized deferred tax liability is approximately RMB 10 million. If future changes of business environment makes the Group to change its plan to allow some or all of the undistributed earnings to be remitted offshore, such temporary difference would become taxable.

23. EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share for the years ended December 31, 2013, 2014 and 2015, for which the basic weighted average number of common shares are based on the 1,000,000,000 common shares issued by Yintech upon the consummation of the Reorganization on November 18, 2015, as if those shares were issued as of the earliest date presented.


 
  Year ended December 31,  
 
  2013
RMB
  2014
RMB
  2015
RMB
  2015
(Note2) USD
 
 
   
   
   
  Unaudited
 

Net Income

    106,832     481,957     403,015     62,214  

Basic weighted average number of common shares outstanding

   
1,000,000,000
   
1,000,000,000
   
1,000,000,000
   
1,000,000,000
 

Effect of dilutive share options and RSUs

   
   
8,572,887
   
52,614,121
   
52,614,121
 

Dilutive weighted average number of ordinary shares

    1,000,000,000     1,008,572,887     1,052,614,121     1,052,614,121  

Basic earnings per share

    0.11     0.48     0.40     0.06  

Diluted earnings per share

   
0.11
   
0.48
   
0.38
   
0.06
 

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YINTECH INVESTMENT HOLDINGS LIMITED

NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands)

23. EARNINGS PER SHARE (Continued)

36,771,900 potential ordinary shares issuable upon exercise of share options are excluded from the calculation of diluted earnings per share for the year ended December 31, 2013, because their effect is anti-dilutive.

24. EQUITY SETTLED SHARE-BASED TRANSACTIONS

Win Yin granted stock options and restricted share units ("RSUs") on Win Yin's shares to certain directors, eligiable person and employees of the Transfered Entities. Compensation cost related to the grant of the share options and RSUs are recorded as expense with a corresponding credit to equity.

Pursuant to the Reorganization completed on November 18, 2015, Yintech became the holding company of the Transferred Entities. In connection with the Reorganization, Yintech issued stock options and RSUs on its shares to the Group's employees as replacement of the stock options and RSUs issued by Win Yin. The terms and conditions of the stock options, such as vesting and exercisability, remain the same.

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YINTECH INVESTMENT HOLDINGS LIMITED

NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands)

24. EQUITY SETTLED SHARE-BASED TRANSACTIONS (Continued)

(a)   Stock option

Stock option activity during the periods indicated is as follows:


 
  Number
of options
  Weighted
average
exercise
price
  Weighted
average
remaining
contractual
term
  Aggregate
intrinsic
value
 

Balance at January 1, 2013

                 

Granted

    36,771,900     USD 0.163     6.25      

Exercised

                 

Forfeited

                 

Expired

                 

Balance at December 31, 2013

    36,771,900     USD 0.163     6.17      

Exercisable at December 31, 2013

                 

Balance at January 1, 2014

    36,771,900     USD 0.163     6.17      

Granted

    46,524,100     USD 0.163     7.86     46,571  

Exercised

                 

Forfeited

                 

Expired

                 

Balance at December 31, 2014

    83,296,000     USD 0.163     6.67     83,379  

Exercisable at December 31, 2014

                 

Balance at January 1, 2015

    83,296,000     USD 0.163     6.67     83,379  

Granted

                 

Exercised

                 

Forfeited

    (4,639,500 )   USD 0.163     6.92     (7,504 )

Expired

                 

Balance at December 31, 2015

    78,656,500     USD 0.163     5.60     127,216  

Exercisable at December 31, 2015

                 

The weighted average grant date fair value of options granted during the years ended December 31, 2013 and 2014 was RMB 6.38 million and RMB 51.90 million, respectively. The Company didn't grant any stock options in 2015 due to the Reorganization, new grants were subsequently made in January 2016.

At December 31, 2015, there was RMB 18.88 million of total unrecognized compensation cost related to unvested stock options. That cost is expected to be recognized over a weighted average period of 1.58 years. During the years 2013, 2014 and 2015, compensation cost recognized in earnings in relation to stock options are RMB 0.4 million, RMB 6.95 million and RMB 21.21 million, respectively. No tax benefit was recognized on the share-based compensation.

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YINTECH INVESTMENT HOLDINGS LIMITED

NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands)

24. EQUITY SETTLED SHARE-BASED TRANSACTIONS (Continued)

Fair value of share options and assumptions

The estimate of the fair value of the share options granted is measured based on a binomial lattice model. The contractual life of the share option is used as an input into this model. Expectations and staff turnover rate are incorporated into the binomial lattice model.


 
  2013
RMB
  2014
RMB
  2015
RMB
 

Expected volatility (expressed as weighted average volatility)

    40.45 %   39.53 %    

Option life (expressed as weighted average life)

    6.25     6.97 - 8.97      

Expected dividends

             

Risk-free interest rate

    1.46 %   1.41% - 1.61 %    

Because Yintech's shares did not have a trading history at the time the options were issued, the expected volatility was based on the historical volatilities of comparable publicly traded companies engaged in the similar industry. Expected dividends are based on historical dividends. Changes in the subjective input assumptions could materially affect the fair value estimate.

Share options were granted under a service condition. This condition has not been taken into account in the grant date fair value measurement of the services received. There was no market conditions associated with the share option grants.

(b)   Restricted share units

On January 15, 2015, Win Yin granted a total of 12,665,000 RSUs to certain directors, eligible person and employees. The RSUs will be vested during the vesting period, subject to the fulfillment of certain operational and/or financial performance targets as set by the Board that are probable of being met. Upon vesting, each RSU shall be entitled to the transfer or issue of one ordinary share in the share capital of Yintech.


 
  Number
of units
  Weighted
average
exercise
price
  Weighted
average
remaining
contractual
term
  Aggregate
intrinsic
value
 

Balance at January 1, 2015

                   

Granted

    12,665,000           2.21     33,857  

Exercised

                 

Forfeited

    (2,875,125 )       1.25     (7,686 )

Expired

                 

Balance at December 31, 2015

    9,789,875         1.25     26,171  

Exercisable at December 31, 2015

                 

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YINTECH INVESTMENT HOLDINGS LIMITED

NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands)

24. EQUITY SETTLED SHARE-BASED TRANSACTIONS (Continued)

The fair value of RSUs at the Grant Date is RMB 23.40 million. As of December 31, 2015, there was RMB 8.94 million of total unrecognized compensation cost related to unvested RSUs. That cost is expected to be recognized over a weighted average period of 1.57 years. In 2015, compensation cost recognized in earnings in relation to RSUs is RMB 9.77 million. No tax benefit was recognized on the share-based compensation.

25. RELATED PARTY TRANSACTIONS

Amount due from related parties consists of:


 
   
  December 31,  
 
  Note   2014
RMB
  2015
RMB
  2015
(Note2) USD
 
 
   
   
   
  Unaudited
 

Loans to related parties

    (a )   7,000          

Accounts receivable from related parties

    (c )   1,800          

Total

          8,800          

Amount due to related parties consists of:


 
   
  December 31,  
 
  Note   2014
RMB
  2015
RMB
  2015
(Note2) USD
 
 
   
   
   
  Unaudited
 

Borrowings from related parties

    (b )       118,880     18,352  

Total

              118,880     18,352  

(a)   Loans

In 2013, the Group extended non-interest bearing loans of RMB 99.79 million to certain Founding Shareholders or entities controlled by those Founding Shareholders. These lending with related parties, are unsecured, interest free and have no fixed repayment terms. During 2013, RMB 189.42 million of the loans to these related parties were repaid, which included the loans extended in 2012 of RMB 90.16 million.

In 2014, additional loans of RMB28 million with terms same as the loans issued in 2013 were extended to related parties. During 2014, these related parties repaid loans of RMB 21.53 million. The remaining loan balances of RMB 7.00 million as at December 31, 2014 were subsequently repaid in May 2015.

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YINTECH INVESTMENT HOLDINGS LIMITED

NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands)

25. RELATED PARTY TRANSACTIONS (Continued)

In 2015, additional loans of RMB 40 million with terms same as the loans issued in 2013 and 2014 were extended to a related party controlled by the Founding Shareholders. All the loans were fully settled as at December 31, 2015.

During the years ended 2013, 2014 and 2015, an imputed interest income of RMB 0.40 million, RMB 0.09 million and RMB 0.29 million were recorded as a reduction to additional paid-in capital based on the tenor of the loans and the effective interest rate with reference to the basic lending rate published by the PBOC, respectively.

(b)   Borrowings

In 2013, the Group received non-interest bearing loans of RMB 50.71 million from certain Founding Shareholders or entities controlled by those Founding Shareholders. These borrowings from related parties, are unsecured, interest free and have no fixed repayment terms. During 2013, RMB 20.50 million of the borrowings from these related parties were repaid. During 2014, all of the interest free borrowings from these related parties were fully repaid.

On December 14, 2015, a shareholder loan of USD 39.39 million was extended to Yintech by Founding Shareholders to increase the working capital of Yintech. On the same date, the loan was waived in full by the Founding Shareholders and USD 39.39 million was recorded as additional paid-in capital of Yintech.

Also in December 2015, the Group received additional loans of RMB 118.88 million with terms same as the loans received in 2013 from a Founding Shareholder. The borrowings were subsequently repaid in February 2016.

During the years ended 2013, 2014 and 2015, an imputed interest expense of RMB 0.40 million, RMB 0.28 million and RMB 0.23 million were recorded as an addition to additional paid-in capital based on the tenor of the borrowings and the effective interest rate with reference to the basic lending rate published by the PBOC, respectively.

(c)   Sales of application service

In 2014 and 2015, Yin Tian Xia Technology sold application service totaling RMB 1.80 million and RMB 7.83 million to entities wholly owned by the Founding Shareholders, respectively. The amounts were fully received in 2015.

(d)   Risk sharing agreement

In 2011, due to the small capital base of the Group's trading business and the market risks associated with the Group's open spot commodity contracts with customers, the Group entered into risk sharing agreements with entities controlled by the Founding Shareholders. Under the risk sharing agreements, certain percentages of the spread fees and trading gains or losses arising from exchange-traded spot commodity contracts with customers are shared with these companies. During the year ended December 31, 2013, the percentage shared with these companies ranged from 30% to 50% and the amount of RMB 116 million and RMB 128 million shared was recorded against commissions and fees and trading gains / (losses), respectively. In November 2013, the risk sharing agreement was terminated, with no termination compensation incurred. As of December 31 2013, the Group had an amount of RMB 6.89 million payable

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YINTECH INVESTMENT HOLDINGS LIMITED

NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands)

25. RELATED PARTY TRANSACTIONS (Continued)

and RMB 2.98 million receivable under the risk sharing agreements, which were all settled subsequently in 2014.

(e)   Research service expense

Prior to December 2013, the Group outsourced its research support services to Shanghai Han Yu Information Technology Co. Ltd. ("Shanghai Han Yu"), which was 100% controlled by Yan Ming. The Group entered into a service agreement with Shanghai Han Yu in November 2011, pursuant to which Shanghai Han Yu provided research reports, VIP customer service, training to employees of the Group, seminars and other services to the Group. In late November 2013, the service agreement was terminated, with no termination fee incurred. During the year ended December 31, 2013, the total research service expense incurred was RMB 106.05 million. At December 31, 2013, the Group had an amount of RMB 0.79 million payable to Shanghai Han Yu and the amount was fully paid in January 2014.

26. PRO FORMA INFORMATION (UNAUDITED)

Prior to the completion of Reorganization, the Board of Directors of Rong Jin Hui Yin, Jin Xiang Yin Rui and Yin Tian Xia Technology approved dividend distribution of RMB 831.88 million in 2015. As at December 31, 2015, outstanding dividend payable was RMB 126.88 million, which was fully paid in February 2016.

Unaudited pro forma earnings per share has been computed to give effect to the number of shares whose proceeds would be deemed necessary to pay the excess distribution in the amount of RMB 428.86 million, representing the excess in distribution of dividends of RMB 831.88 million over the earnings for the Group for the year ended December 31, 2015 of RMB 403.02 million.

The supplemental pro forma information has been computed, assuming an initial public offering price of $[     ·     ] per share, the midpoint in the estimated price range set forth on the cover of the prospectus included in the Company's Form F-1 Registration Statement. The computations assume there will be no exercise by the underwriters of their option to purchase additional numbers of ordinary shares and as if these shares had been issued as of January 1, 2015.


 
  Year ended December 31,  
 
  2015
RMB
  2015
(Note2) USD
 
 
   
  Unaudited
 

Net income

    403,015     62,214  

Pro forma basic weighted average number of ordinary shares outstanding

    [ · ]     [ · ]  

Effect of dilutive share options and RSUs

    52,614,121     52,614,121  

Pro forma dilutive weighted average number of ordinary shares

    [ · ]     [ · ]  

Pro forma basic earnings per share

    [ · ]     [ · ]  

Pro forma diluted earnings per share

    [ · ]     [ · ]  

F-38


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YINTECH INVESTMENT HOLDINGS LIMITED

NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands)

27. SUBSEQUENT EVENTS

Management has considered subsequent events through February 29, 2016, which was the date these combined and consolidated financial statements were issued.

On January 13, 2016, Yintech granted a total of 13,741,271 stock options and a total of 4,075,435 RSUs under the existing schemes to certain directors, eligible person and employees. The stock options will be vested during the vesting period, subject to the fulfillment of certain operational and/or financial performance targets as set by the Board that are probable of being met.

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GRAPHIC

Yintech Investment Holdings Limited

American Depositary Shares
Representing                      Ordinary Shares



PROSPECTUS



Jefferies

Ping An of China Securities (Hong Kong)

                              , 2016

   


Table of Contents


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 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 or committing a crime. Under our post-IPO memorandum and articles of association, which will become effective immediately prior to completion of this offering, to the fullest extent permissible under Cayman Islands law, every director and officer of our company shall be indemnified against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such director or officer, otherwise than by reason of such person's own dishonesty, willful default or fraud, in connection with the execution or discharge of his duties, powers, authorities or discretions as a director or officer of our company, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by him 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.

        Pursuant to the indemnification agreement, the form of which is filed as Exhibit 10.4 to this registration statement, we will agree to indemnify our directors and officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or officer.

        The underwriting agreement, the form of which is 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 pursuant to the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange Commission 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 and sold the securities listed below without registering the securities under the Securities Act. We believe that each of the following issuances was exempt from registration under the Securities Act in reliance on Regulation S under the Securities Act regarding sales by an issuer in offshore transactions or under Regulation D under the Securities Act, Rule 701 under the

II-1


Table of Contents

Securities Act, Section 4(a)(2) of the Securities Act regarding transactions not involving a public offering. No underwriters were involved in any of these issuances.

Purchaser
  Date of issuance   Type and number of securities   Consideration (US$)

Coreworth Investments (BVI)

  November 4, 2015   400,000,000 ordinary shares (1)   4,000

Rich Horizon Investments (BVI)

 

November 4, 2015

 

300,000,000 ordinary shares (1)

 

3,000

Harmony Creek Investments (BVI)

 

November 14, 2015

 

300,000,000 ordinary shares (1)

 

3,000

Certain employees

 

November 18, 2015

 

Options to purchase 36,771,900 ordinary shares (2)

 

Exercise price at US$0.163 per share

Certain employees

 

November 18, 2015

 

Options to purchase 46,524,100 ordinary shares (3)

 

Exercise price at US$0.163 per share

Certain employees

 

November 18, 2015

 

12,665,000 restricted share units (4)

 

Service to our Company

Certain employees

 

January 13, 2016

 

Options to purchase 13,741,271 ordinary shares (5)

 

Exercise price at US$0.163 per share

Certain employees

 

January 13, 2016

 

4,075,435 restricted share units (6)

 

Service to our Company


Notes:

(1)
Represents shares issued by Yintech after its incorporation on November 4, 2015. All the ordinary shares issued to Harmony Creek Investments (BVI) were transferred from Fortune State Investments Limited (BVI), both of which are wholly owned holding companies of Mr. Ming Yan, on November 14, 2015.

(2)
Represents options granted to our officers, employees and business associates under our Amended and Restated 2013 Share Scheme adopted on November 18, 2015, which replaced the original 2013 Share Scheme adopted on December 17, 2014.

(3)
Represents options granted to our officers, employees and business associates under our Amended and Restated 2014 Share Scheme adopted on November 18, 2015, which replaced the original 2014 Share Scheme adopted on December 17, 2014.

(4)
Represents restricted share units granted to our employees and business associates under our Amended and Restated Pre-IPO RSU Scheme adopted on November 18, 2015, which replaced the original Pre-IPO RSU Scheme adopted on January 13, 2015.

(5)
Represents options granted to our officers, employees and business associates under our Amended and Restated 2014 Share Scheme adopted on November 18, 2015.

(6)
Represents restricted share units granted to our employees and business associates under our Amended and Restated Pre-IPO RSU Scheme adopted on November 18, 2015.

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Table of Contents

ITEM 8    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)
Exhibits

        See Exhibit Index beginning on page II-6 of this registration statement.

(b)
Financial Statement Schedules

        Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in our combined financial statements or the notes thereto.

ITEM 9    UNDERTAKINGS

        The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter 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.

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Table of Contents


SIGNATURES

        Pursuant to the requirements of the Securities Act, 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 Shanghai, on April 4, 2016.

  YINTECH INVESTMENT HOLDINGS LIMITED

 

By:

 

/s/ WENBIN CHEN


      Name:   Wenbin Chen

      Title:   Chairman of Board of Directors and Chief Executive Officer


POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mr. Wenbin Chen and Mr. Jingbo Wang, and each of them acting individually, as his true and lawful attorneys-in-fact and agents, each with full power of substitution, for him in any and all capacities, to sign any and all amendments to this Registration Statement on Form F-1 (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, with full power of each to act alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date

 

 

 

 

 
/s/ WENBIN CHEN


Wenbin Chen
  Chairman of Board of Directors and Chief Executive Officer (Principal Executive Officer)   April 4, 2016

/s/ MING YAN


Ming Yan

 

Director

 

April 4, 2016

/s/ NINGFENG CHEN


Ningfeng Chen

 

Director

 

April 4, 2016

/s/ JINGBO WANG


Jingbo Wang

 

Chief Financial Officer (Principal Financial and Accounting Officer)

 

April 4, 2016

II-4


Table of Contents


SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE

        Under the Securities Act, the undersigned, the duly authorized representative in the United States of Yintech Investment Holdings Limited, has signed this registration statement or amendment thereto in New York, on April 4, 2016.

    Authorized U.S. Representative

 

 

By:

 

/s/ GISELLE MANON

        Name:   Giselle Manon
        Title:   Service of Process Officer
Law Debenture Corporate Services Inc.

II-5


Table of Contents


YINTECH INVESTMENT HOLDINGS LIMITED

EXHIBIT INDEX

Exhibit
Number
  Description of Document
  1.1 * Form of Underwriting Agreement

 

3.1

 

Memorandum and Articles of Association of the Registrant, as currently in effect

 

3.2

 

Form of Amended and Restated Memorandum and Articles of Association of the Registrant (effective upon the closing of this offering)

 

4.1

*

Registrant's Specimen American Depositary Receipt (included in Exhibit 4.3)

 

4.2

*

Registrant's Specimen Certificate for Ordinary Shares

 

4.3

*

Form of Deposit Agreement, among the Registrant, the Depositary and holders of the American Depositary Receipts

 

5.1

*

Opinion of Walkers regarding the validity of the ordinary shares being registered

 

8.1

*

Opinion of Davis Polk & Wardwell LLP regarding certain U.S. tax matters

 

8.2

*

Opinion of Walkers regarding certain Cayman Islands tax matters (included in Exhibit 5.1)

 

8.3

 

Opinion of King & Wood Mallesons regarding certain PRC tax matters (included in Exhibit 99.2)

 

10.1

 

Amended and Restated 2013 Share Option Scheme

 

10.2

 

Amended and Restated 2014 Share Option Scheme

 

10.3

 

Amended and Restated Pre-IPO RSU Scheme

 

10.4

 

Form of Indemnification Agreement entered into among the Registrant and its directors and officers

 

10.5

 

Employment Agreements entered into between the Registrant and Executive Officers of the Registrant

 

10.6

 

English Translation of Membership Agreement between the Tianjin Precious Metals Exchange and Tianjin Rong Jin Hui Yin Precious Metal Management Co., Ltd.

 

10.7

 

English Translation of Membership Agreement between the Guangdong Precious Metals Exchange and Guangdong Jin Xiang Yin Rui Precious Metal Management Co., Ltd.

 

10.8

 

English Translation of Risk Disclosure and Trading Agreement between the Guangdong Precious Metals Exchange and Guangdong Jin Xiang Yin Rui Precious Metal Management Co., Ltd.

 

10.9

 

English Translation of Risk and Return Transfer Agreement with Pan Hou Wei Ran — PHC Commodity Equity Interest Swap Fund No. 1

 

10.10

 

English Translation of Supplemental Risk and Return Transfer Agreements with Pan Hou Wei Ran — PHC Commodity Equity Interest Swap Fund No. 1

 

10.11

 

English Translation of Risk and Return Transfer Execution Guarantee Agreement with Pan Hou Wei Ran — PHC Commodity Equity Interest Swap Fund No. 1

II-6


Table of Contents

Exhibit
Number
  Description of Document
  10.12   Subscription Agreement dated March 24, 2016 by and between the Registrant and MeMeStar Limited

 

21.1

 

Subsidiaries of the Registrant

 

23.1

 

Consent of KPMG Huazhen LLP, an independent registered public accounting firm

 

23.2

*

Consent of Walkers (included in Exhibit 5.1)

 

23.3

*

Consent of Davis Polk & Wardwell LLP (included in Exhibit 8.1)

 

23.4

 

Consent of King & Wood Mallesons (included in Exhibit 99.2)

 

24.1

 

Powers of Attorney (included on the signature page)

 

99.1

 

Code of Business Conduct and Ethics of the Registrant

 

99.2

 

Opinion of King & Wood Mallesons regarding certain PRC law matters

 

99.3

 

Consent of Euromonitor International Limited

Note:

*
To be filed by amendment.

II-7




Exhibit 3.1

 

 

 

 

 

EXEMPTED Company Registered and filed as No. 305426 On 04-Nov-2015

 

 

 

 

Assistant Registrar

 

MEMORANDUM

 

AND

 

ARTICLES OF ASSOCIATION

 

OF

 

Yintech Investment Holdings Limited

 

Incorporated on 4 November 2015

 

INCORPORATED IN THE CAYMAN ISLANDS

 

 

Uploaded: 04-Nov-2015 11:27 EST

 

Auth Code: G04665122304

 

www.verify.gov.ky

 



 

THE COMPANIES LAW (2013 Revision)
Company Limited by Shares

 

MEMORANDUM OF ASSOCIATION

 

OF

 

Yintech Investment Holdings Limited

 

1.                             The name of the Company is Yintech Investment Holdings Limited .

 

2.                             The Registered Office of the Company shall be at the offices of Offshore Incorporations (Cayman) Limited, Floor 4, Willow House, Cricket Square, P O Box 2804, Grand Cayman KY1-1112, 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, the following:

 

(a)                    (i)              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.

 

(ii)           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.

 

(b)                    To exercise and enforce all rights and powers conferred by or incidental to the ownership of any shares, stock, obligations or other securities including 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.

 

1



 

(c)                     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, licences, stocks, shares, bonds, policies, book debts, business concerns, undertakings, claims, privileges and choses in action of all kinds.

 

(d)                    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 organise 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.

 

(e)                     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 thereof.

 

(f)                      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 or the Company likely to be profitable to the Company.

 

In the interpretation of this Memorandum of Association in general and of this Clause 3 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 clause 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.

 

2



 

4.                             Except as prohibited or limited by the Companies Law (2013 Revision), 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 monies 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 business aforesaid PROVIDED THAT the Company shall only carry on the businesses for which a licence is required under the laws of the Cayman Islands when so licensed under the terms of such laws.

 

5.                             The liability of each Member is limited to the amount from time to time unpaid on such Member’s shares.

 

6.                             The share capital of the Company is US$30,000.00 divided into 3,000,000,000 shares of a nominal or par value of US$0.00001 each with power for the Company insofar as is permitted by law, to redeem or purchase any of its shares and to increase or reduce the said capital subject to the provisions of the Companies Law (2013 Revision) and the Articles of Association 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 PROVIDED ALWAYS that, notwithstanding any provision to the contrary contained in this Memorandum of Association, the Company shall have no power to issue bearer shares, warrants, coupons or certificates.

 

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 (2013 Revision) and, subject to the provisions of the Companies Law (2013 Revision) 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.

 

3


 

We, the undersigned, are desirous of being formed into a Company pursuant to this Memorandum of Association and the Companies Law (2013 Revision), and we hereby agree to take the number of shares set opposite our name below.

 

Signature, Name, Occupation, and Address of Subscriber

 

Number of Shares Taken by
Each Subscriber

 

 

 

For and on behalf of

Offshore Incorporations (Cayman) Limited

Corporation

of Floor 4, Willow House,

Cricket Square,

P O Box 2804,

Grand Cayman  KY1-1112,

Cayman Islands

 

ONE

 

 

/s/ Toni Rombough

 

(Sd.) Authorised Signatory

 

Toni Rombough

 

 

DATED 04 NOV 2015

 

WITNESS to the above signature:-

 

 

/s/ Andria Bell

 

(Sd.) Andria Bell

 

of Floor 4, Willow House,

 

Cricket Square,

 

P O Box 2804,

 

Grand Cayman KY1-1112,

 

Cayman Islands

 

4



 

 

THE COMPANIES LAW (2013 Revision)
Company Limited by Shares

 

ARTICLES OF ASSOCIATION

 

OF

 

Yintech Investment Holdings Limited

 

1.                             In these Articles Table A in the Schedule to the Statute does not apply and, unless there be something in the subject or context inconsistent therewith,

 

“Articles”

means the Articles as originally framed or as from time to time altered by Special Resolution.

 

 

“Auditors”

means the persons for the time being performing the duties of auditors of the Company.

 

 

“Company”

means the above named Company.

 

 

“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.

 

 

“Directors”

means the directors for the time being of the Company.

 

 

“dividend”

includes bonus.

 

 

“fully paid”

shall bear the meaning as ascribed to it in the Statute.

 

 

“Member”

shall bear the meaning as ascribed to it in the Statute.

 

 

“month”

means calendar month.

 

 

“paid-up”

means paid-up and/or credited as paid-up.

 

5



 

“registered office”

means the registered office for the time being of the Company.

 

 

“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.

 

 

“share”

includes a fraction of a share.

 

 

“Special Resolution”

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.

 

 

“written” and “in writing”

include all modes of representing or reproducing words in visible form.

 

Words importing the singular number only include the plural number and vice versa.

 

Words importing the masculine gender only include the feminine gender.

 

Words importing persons only include corporations.

 

2.                             The business of the Company may be commenced as soon after incorporation as the Directors shall see fit, notwithstanding that part only of the shares may have been allotted.

 

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.                             Certificates representing shares of the Company shall be in such form as shall be determined by the Directors. Such certificates may be under Seal. 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 cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled. The Directors may authorise certificates to be issued with the seal and authorised signature(s) affixed by some method or system of mechanical process.

 

5.                             Notwithstanding Article 4 of these Articles, if a share certificate be defaced, lost or destroyed, it may be renewed on payment of a fee of one dollar (US$l.00) or such less sum and on such terms (if any) as to evidence and indemnity and the payment of the expenses incurred by the Company in investigating evidence, as the Directors may prescribe.

 

6



 

ISSUE OF SHARES

 

6.                             Subject to the provisions, if any, in that behalf in the Memorandum of Association and to any direction that may be given by the Company in 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 PROVIDED ALWAYS that, notwithstanding any provision to the contrary contained in these Articles of Association, the Company shall be precluded from issuing bearer shares, warrants, coupons or certificates.

 

7.                             The Company shall maintain a register of its Members and every person whose name is entered as a Member in the register of Members shall be entitled without payment to receive within two months after allotment or lodgement of transfer (or within such other period as the conditions of issue shall provide) one certificate for all his shares or several certificates each for one or more of his shares upon payment of fifty cents (US$0.50) for every certificate after the first or such less sum as the Directors shall from time to time determine 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 the several joint holders shall be sufficient delivery to all such holders.

 

TRANSFER OF SHARES

 

8.                             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.

 

9.                             The Directors may in their absolute discretion decline to register any transfer of shares without assigning any reason therefor. If the Directors refuse to register a transfer they shall notify the transferee within two months of such refusal.

 

10.                      The registration of transfers may be suspended at such time and for such periods as the Directors may from time to time determine, provided always that such registration shall not be suspended for more than 45 days in any year.

 

REDEEMABLE SHARES

 

11.                      (a)     Subject to the provisions of the Statute and the Memorandum of Association, 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 and the rights attaching to any issued shares may, subject to the provisions of these Articles, by special resolution, be varied so as to provide that such shares are to be or are liable to be so redeemed.

 

7



 

(b)               Subject to the provisions of the Statute and the Memorandum of Association, 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 authorised by the Company in general meeting and may make payment therefor in any manner authorised by the Statute, including out of capital and provided that the Company may not redeem or purchase any of its shares if, as a result of the redemption or purchase, there would no longer be any issued shares of the Company other than shares held as treasury shares.

 

12.                      Subject to the provisions of these Articles, the manner and any of the terms of any such redemption or purchase of shares may be determined by either the Company by ordinary resolution or by the Directors. The Company may make a payment in respect of the redemption or purchase of its own shares otherwise than out of its profits, share premium account, or the proceeds of a fresh issue of shares.

 

TREASURY SHARES

 

13.                      The Company may, subject to the provisions of the Law, acquire, hold and dispose of its own shares as treasury shares.

 

VARIATION OF RIGHTS OF SHARES

 

14.                      If at any time the share capital of the Company is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the Company is being wound up, be varied with the consent in writing of the holders of three-fourths of the issued shares of that class, or with the sanction of a Special Resolution passed at a general meeting of the holders of the shares of that class.

 

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 person holding or representing by proxy at least one-third 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.

 

15.                      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

 

16.                      The Company may in so far as the Statute from time to time permits pay a commission to any person in consideration of his subscribing or agreeing to subscribe whether absolutely or conditionally for any shares of the Company. 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 on any issue of shares pay such brokerage as may be lawful.

 

8


 

NON-RECOGNITION OF TRUSTS

 

17.                      No person shall be recognised 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 recognise (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.

 

LIEN ON SHARES

 

18.                      The Company shall have a first and paramount lien and charge on all shares (whether fully paid-up or not) registered in the name of a Member (whether solely or jointly with others) for all debts, liabilities or engagements to or with the Company (whether presently payable or not) by such Member or his estate, either alone or jointly with any other person, whether a Member or not, but the Directors may at any time declare any share to be wholly or in part exempt from the provisions of this Article. The registration of a transfer of any such share shall operate as a waiver of the Company’s lien (if any) thereon. The Company’s lien (if any) on a share shall extend to all dividends or other monies payable in respect thereof.

 

19.                      The Company may sell, in such manner as the Directors think fit, any shares on which the Company has a lien, but no sale shall be made unless a sum in respect of which the lien exists is presently payable, nor until the expiration of fourteen days after a notice in writing stating and 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 or holders for the time being of the share, or the person, of which the Company has notice, entitled thereto by reason of his death or bankruptcy.

 

20.                      To give 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.

 

21.                      The proceeds of such sale 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, if any, shall (subject to a like lien for sums not presently payable as existed upon the shares before the sale) be paid to the person entitled to the shares at the date of the sale.

 

CALL ON SHARES

 

22.                      (a)               The Directors may from time to time make calls upon the Members in respect of any monies unpaid on their shares (whether on account of the nominal value of the shares or by way of premium or otherwise) and not by the conditions of allotment thereof made payable at fixed terms, provided that no call shall be payable at less than one month from the date fixed for the payment of the last preceding call, and each Member 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 the shares. A call may be revoked or postponed as the Directors may determine. A call may be made payable by instalments.

 

(b)               A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call was passed.

 

9



 

(c)                The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

 

23.                      If a sum called in respect of a share is not paid before or on a day appointed for payment thereof, the persons from whom the sum is due shall pay interest on the sum from the day appointed for payment thereof to the time of actual payment at such rate not exceeding ten per cent per annum as the Directors may determine, but the Directors shall be at liberty to waive payment of such interest either wholly or in part.

 

24.                      Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date, whether on account of the nominal value of the share or by way of premium or otherwise, shall for the purposes of these Articles be deemed to be a call duly made, notified and payable on the date on which by the terms of issue the same becomes payable, and in the case of non-payment all the relevant provisions of these Articles as to payment of interest forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.

 

25.                      The Directors may, on the issue of shares, differentiate between the holders as to the amount of calls or interest to be paid and the times of payment.

 

26.                      (a)               The Directors may, if they think fit, receive from any Member willing to advance the same, all or any part of the monies uncalled and unpaid upon any shares held by him, and upon all or any of the monies so advanced may (until the same would but for such advances, become payable) pay interest at such rate not exceeding (unless the Company in general meeting shall otherwise direct) seven per cent per annum, as may be agreed upon between the Directors and the Member paying such sum in advance.

 

(b)               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

 

27.                      (a)               If a Member fails to pay any call or instalment of a call or to make any payment required by the terms of issue on the day appointed for payment thereof, the Directors may, at any time thereafter during such time as any part of the call, instalment or payment remains unpaid, give notice requiring payment of so much of the call, instalment or payment as is unpaid, together with any interest which may have accrued and all expenses that have been incurred by the Company by reason of such non-payment. Such notice shall name a day (not earlier than the expiration of fourteen days from the date of giving 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 such notice was given will be liable to be forfeited.

 

(b)               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 the notice has been made, be forfeited by a resolution of the Directors to that effect. Such forfeiture shall include all dividends declared in respect of the forfeited share and not actually paid before the forfeiture.

 

10



 

(c)                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.

 

28.                      A person whose shares have been forfeited shall cease to be a Member in respect of the forfeited shares, but shall, notwithstanding, 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 the shares together with interest thereon, but his liability shall cease if and when the Company shall have received payment in full of all monies whenever payable in respect of the shares.

 

29.                      A certificate in writing under the hand of one Director or the Secretary of the Company that a share in the Company has been duly forfeited on a date stated in the declaration shall be conclusive evidence of the fact therein stated as against all persons claiming to be entitled to the share. The Company may receive the consideration given for the share on any sale or disposition thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of and he shall thereupon 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 share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share.

 

30.                      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 payable at a fixed time, whether on account of the nominal value of the share or by way of premium as if the same had been payable by virtue of a call duly made and notified.

 

REGISTRATION OF EMPOWERING INSTRUMENTS

 

31.                      The Company shall be entitled to charge a fee not exceeding one dollar (US$l.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.

 

TRANSMISSION OF SHARES

 

32.                      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 recognised 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.

 

33.                      (a)               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.

 

11



 

(b)               If the person so becoming entitled shall elect to be registered himself as holder he shall deliver or send to the Company a notice in writing signed by him stating that he so elects.

 

34.                      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 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 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 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, CHANGE OF LOCATION OF REGISTERED OFFICE & ALTERATION OF CAPITAL

 

35.                      (a)               Subject to and in so far as permitted by the provisions of the Statute, the Company may from time to time by ordinary resolution alter or amend its Memorandum of Association otherwise than with respect to its name and objects and may, without restricting the generality of the foregoing:

 

(i)                   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)                consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;

 

(iii)             by subdivision of its existing shares or any of them divide the whole or any part of its share capital into shares of smaller amount than is fixed by the Memorandum of Association or into shares without nominal or par value;

 

(iv)            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.

 

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

 

(c)                Subject to the provisions of the Statute, the Company may by Special Resolution change its name or alter its objects.

 

(d)               Without prejudice to Article 11 hereof and subject to the provisions of the Statute, the Company may by Special Resolution reduce its share capital and any capital redemption reserve fund.

 

(e)                Subject to the provisions of the Statute, the Company may by resolution of the Directors change the location of its registered office.

 

12



 

CLOSING REGISTER OF MEMBERS OR FIXING RECORD DATE

 

36.                      For the purpose of determining Members entitled to notice of or to vote at any meeting of Members or any adjournment thereof, or Members entitled to receive payment of any dividend, or in order to make a determination of Members for any other proper purpose, the Directors of the Company may provide that the register of Members shall be closed for transfers for a stated period but not to exceed in any case 40 days. If the register of Members shall be so closed for the purpose of determining Members entitled to notice of or to vote at a meeting of Members such register shall be so closed for at least ten days immediately preceding such meeting and the record date for such determination shall be the date of the closure of the register of Members.

 

37.                      In lieu of or apart from closing the register of Members, the Directors may fix in advance a date as the record date for any such determination of Members entitled to notice of or to vote at a meeting of the Members and for the purpose of determining the Members entitled to receive payment of any dividend the Directors may, at or within 90 days prior to the date of declaration of such dividend fix a subsequent date as the record date for such determination.

 

38.                      If the register of Members is not so closed and no record date is fixed for the determination of Members entitled to notice of or to 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 vote at any meeting of Members has been made as provided in this section, such determination shall apply to any adjournment thereof.

 

GENERAL MEETING

 

39.                      (a)               Subject to paragraph (c) hereof, the Company shall within one year of its incorporation and in each year of its existence thereafter 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 the Directors shall appoint and if no other time and place is prescribed by them, it shall be held at the registered office on the second Wednesday in December of each year at ten o’clock in the morning.

 

(b)               At these meetings the report of the Directors (if any) shall be presented.

 

(c)                If the Company is exempted as defined in the Statute it may but shall not be obliged to hold an annual general meeting.

 

40.                      (a)               The Directors may whenever they think fit, and they shall on the requisition of Members of the Company holding at the date of the deposit of the requisition not less than one-tenth of such 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, proceed to convene a general meeting of the Company.

 

(b)               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.

 

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(c)                If the Directors do not within 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 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 months after the expiration of the said 21 days.

 

(d)               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

 

41.                      At least five days notice shall be given of an annual general meeting or any other 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 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 regulation has been given and whether or not the provisions of Article 40 have been complied with, be deemed to have been duly convened if it is so agreed:

 

(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 a majority in number of the Members having a right to attend and vote at the meeting, being a majority together holding not less than 75 per cent in nominal value or in the case of shares without nominal or par value 75 per cent of the shares in issue, or their proxies.

 

42.                      The accidental omission to give notice of a general meeting to, or the non-receipt of notice of a meeting by any person entitled to receive notice shall not invalidate the proceedings of that meeting.

 

PROCEEDINGS AT GENERAL MEETINGS

 

43.                      No business shall be transacted at any general meeting unless a quorum of Members is present at the time when the meeting proceeds to business; two Members present in person or by proxy shall be a quorum provided always that if the Company has one Member of record the quorum shall be that one Member present in person or by proxy.

 

44.                      A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by all Members for the time being entitled to receive notice of and to attend and vote at general meetings (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.

 

45.                      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.

 

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46.                      The Chairman, if any, of the Board of Directors 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 minutes after the time appointed for the holding of the meeting, or is unwilling to act, the Directors present shall elect one of their number to be Chairman of the meeting.

 

47.                      If at any general meeting no Director is willing to act as Chairman or if no Director is present within fifteen minutes after the time appointed for holding the meeting, the Members present shall choose one of their number to be Chairman of the meeting.

 

48.                      The Chairman may, with the consent of any general meeting duly constituted hereunder, 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 30 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 general meeting.

 

49.                      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 or any other Member present in person or by proxy.

 

50.                      Unless a poll be so demanded a declaration by the Chairman 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 Company’s Minute Book containing the Minutes of the proceedings of the meeting shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

 

51.                      The demand for a poll may be withdrawn.

 

52.                      Except as provided in Article 54, if a poll is duly demanded it shall be taken in such manner as the Chairman directs and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded.

 

53.                      In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the general 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.

 

54.                      A poll demanded on the election of a Chairman 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 general meeting directs and any business other than that upon which a poll has been demanded or is contingent thereon may be proceeded with pending the taking of the poll.

 

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VOTES OF MEMBERS

 

55.                      Subject to any rights or restrictions for the time being attached to any class or classes of shares, on a show of hands every Member of record present in person or by proxy at a general meeting shall have one vote and on a poll every Member of record present in person or by proxy shall have one vote for each share registered in his name in the register of Members.

 

56.                      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.

 

57.                      A Member of unsound mind, or in respect of whom an order has been made by any court, having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, 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 persons may vote by proxy.

 

58.                      No Member shall be entitled to vote at any general meeting unless he is registered as a shareholder 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.

 

59.                      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 Chairman of the general meeting whose decision shall be final and conclusive.

 

60.                      On a poll or on a show of hands votes may be given either personally or by proxy.

 

PROXIES

 

61.                      The instrument appointing a proxy shall be in writing and shall be executed under the hand of the appointor or of his attorney duly authorised in writing, or, if the appointor is a corporation under the hand of an officer or attorney duly authorised in that behalf. A proxy need not be a Member of the Company.

 

62.                      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 provided that the Chairman of the Meeting may at his discretion direct that an instrument of proxy shall be deemed to have been duly deposited upon receipt of telex, cable or telecopy confirmation from the appointor that the instrument of proxy duly signed is in the course of transmission to the Company.

 

63.                      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. An instrument appointing a proxy shall be deemed to include the power to demand or join or concur in demanding a poll.

 

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64.                      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.

 

65.                      Any corporation which is a Member of record of the Company may in accordance with its Articles or in the absence of such provision 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 class of Members of the Company, and the person so authorised 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.

 

66.                      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

 

67.                      There shall be a Board of Directors consisting of not less than one or more than twelve persons (exclusive of alternate Directors) PROVIDED HOWEVER that the Company may from time to time by ordinary resolution increase or reduce the limits in the number of Directors. The first Directors of the Company shall be determined in writing by, or appointed by a resolution of, the subscribers of the Memorandum of Association or a majority of them.

 

68.                      The remuneration to be paid to the Directors shall be such remuneration as the Directors shall determine. Such remuneration shall be deemed to accrue from day to day. The Directors shall also 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 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.

 

69.                      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. Any fees paid to a Director who is also counsel or solicitor to the Company, or otherwise serves it in a professional capacity shall be in addition to his remuneration as a Director.

 

70.                      A Director or alternate 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.

 

71.                     A Director or alternate 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 or alternate Director.

 

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72.                      A shareholding qualification for Directors may be fixed by the Company in general meeting, but unless and until so fixed no qualification shall be required.

 

73.                      A Director or alternate 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 or alternate 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.

 

74.                      No person shall be disqualified from the office of Director or alternate 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 or alternate Director shall be in any way interested be or be liable to be avoided, nor shall any Director or alternate Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or transaction by reason of such Director holding office or of the fiduciary relation thereby established. A Director (or his alternate Director in his absence) shall be at liberty to vote in respect of any contract or transaction in which he is so interested as aforesaid PROVIDED HOWEVER that the nature of the interest of any Director or alternate Director in any such contract or transaction shall be disclosed by him or the alternate Director appointed by him at or prior to its consideration and any vote thereon.

 

75.                      A general notice that a Director or alternate Director is a shareholder 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 74 and after such general notice it shall not be necessary to give special notice relating to any particular transaction.

 

ALTERNATE DIRECTORS

 

76.                      Subject to the exception contained in Article 84, a Director who expects to be unable to attend Directors’ Meetings because of absence, illness or otherwise may appoint any person to be an alternate Director to act in his stead and such appointee whilst he holds office as an alternate Director shall, in the event of absence therefrom of his appointor, be entitled to attend meetings of the Directors and to vote thereat and to do, in the place and stead of his appointor, any other act or thing which his appointor is permitted or required to do by virtue of his being a Director as if the alternate Director were the appointor, other than appointment of an alternate to himself, and he shall ipso facto vacate office if and when his appointor ceases to be a Director or removes the appointee from office. Any appointment or removal under this Article shall be effected by notice in writing under the hand of the Director making the same.

 

POWERS AND DUTIES OF DIRECTORS

 

77.                      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, from time to time by the Statute, or by these Articles, or such regulations, being not inconsistent with the aforesaid, as may be prescribed by the Company in general meeting required to be exercised by the Company in general meeting PROVIDED HOWEVER 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.

 

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78.                      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 authorise any such attorney to delegate all or any of the powers, authorities and discretions vested in him.

 

79.                      All cheques, 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.

 

80.       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 an alternate or 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.

 

81.                      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.

 

82.                      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, debenture stock and other securities whether outright or as security for any debt, liability or obligation of the Company or of any third party.

 

MANAGEMENT

 

83.                      (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, 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.

 

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(c)                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 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 authorised by the Directors to subdelegate all or any of the powers, authorities, and discretions for the time being vested in them.

 

MANAGING DIRECTORS

 

84.                      The Directors may, from time to time, appoint one or more of their body (but not an alternate Director) to the office of Managing Director 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) as they may think fit but his appointment shall be subject to determination ipso facto if he ceases from any cause to be a Director and no alternate Director appointed by him can act in his stead as a Director or Managing Director.

 

85.                      The Directors may entrust to and confer upon a Managing Director any of the powers exercisable by them upon such terms and conditions and with such restrictions as they may think fit and either collaterally with or to the exclusion of their own powers and may from time to time revoke, withdraw, alter or vary all or any of such powers.

 

PROCEEDINGS OF DIRECTORS

 

86.                      Except as otherwise provided by these Articles, the Directors shall meet together for the despatch of business, convening, adjourning and otherwise regulating their meetings as they think fit. Questions arising at any meeting shall be decided by a majority of votes of the Directors and alternate Directors present at a meeting at which there is a quorum, the vote of an alternate Director not being counted if his appointor be present at such meeting. In case of an equality of votes, the Chairman shall have a second or casting vote.

 

87.                      A Director or alternate Director may, and the Secretary on the requisition of a Director or alternate Director shall, at any time summon a meeting of the Directors by at least two days notice in writing to every Director and alternate Director which notice shall set forth the general nature of the business to be considered unless notice is waived by all the Directors (or their alternates) either at, before or after the meeting is held and PROVIDED FURTHER if notice is given in person, by cable, telex or telecopy the same shall be deemed to have been given on the day it is delivered to the Directors or transmitting organisation as the case may be. The provisions of Article 42 shall apply mutatis mutandis with respect to notices of meetings of Directors.

 

88.                      The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and unless so fixed shall be two, a Director and his appointed alternate Director being considered only one person for this purpose, PROVIDED ALWAYS that if there shall at any time be only a sole Director the quorum shall be one. For the purposes of this Article an alternate Director or proxy appointed by a Director shall be counted in a quorum at a meeting at which the Director appointing him is not present.

 

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89.                      The continuing Directors may act notwithstanding any vacancy in their body, but 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.

 

90.                      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 within five minutes after the time appointed for holding the same, the Directors present may choose one of their number to be Chairman of the meeting.

 

91.                      The Directors may delegate any of their powers to committees consisting of such member or members of the Board of Directors (including Alternate Directors in the absence of their appointors) 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.

 

92.                      A committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members present, and in the case of an equality of votes the Chairman shall have a second or casting vote.

 

93.                      All acts done by any meeting of the Directors or of a committee of Directors (including any person acting as an alternate Director) shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any Director or alternate Director, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and qualified to be a Director or alternate Director as the case may be.

 

94.                      Members of the Board of Directors 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. 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 (an alternate Director being entitled to sign such resolution on behalf of his appointor) 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.

 

95.                      (a)               A Director may be represented at any meetings of the Board of Directors 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.

 

(b)               The provisions of Articles 61-64 shall mutatis mutandis apply to the appointment of proxies by Directors.

 

VACATION OF OFFICE OF DIRECTOR

 

96.                      The office of a Director shall be vacated:

 

(a)     if he gives notice in writing to the Company that he resigns the office of Director;

 

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(b)               if he absents himself (without being represented by proxy or an alternate Director appointed by him) from three consecutive meetings of the Board of Directors without special leave of absence from the Directors, and they pass a resolution that he has by reason of such absence vacated office;

 

(c)                if he dies, becomes bankrupt or makes any arrangement or composition with his creditors generally;

 

(d)               if he is found a lunatic or becomes of unsound mind.

 

APPOINTMENT AND REMOVAL OF DIRECTORS

 

97.                      The Company may by ordinary resolution appoint any person to be a Director and may in like manner remove any Director and may in like manner appoint another person in his stead.

 

98.                      The Directors shall have power at any time and from time to time to appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors but so that the total amount of Directors (exclusive of alternate Directors) shall not at any time exceed the number fixed in accordance with these Articles.

 

PRESUMPTION OF ASSENT

 

99.                      A Director of the Company who is present at a meeting of the Board of Directors 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 favour of such action.

 

SEAL

 

100.               (a)    The Company may, if the Directors so determine, have a Seal which shall, subject to paragraph (c) hereof, only be used by the authority of the Directors or of a committee of the Directors authorised by the Directors in that behalf and every instrument to which the Seal has been affixed shall be signed by one person who shall be either a Director or the Secretary or Secretary-Treasurer or some person appointed by the Directors for the purpose.

 

(b)               The Company may have for use in any place or places outside the Cayman Islands a duplicate Seal or Seals each of which shall be a facsimile of the Common 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.

 

(c)                A Director, Secretary or other 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.

 

(d)               A document to be executed as a Deed shall be executed by a Director or other person authorised by the Directors for that purpose.

 

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OFFICERS

 

101.               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

 

102.               Subject to the Statute, the Directors may from time to time declare dividends (including interim dividends) and distributions on shares of the Company outstanding and authorise payment of the same out of the funds of the Company lawfully available therefore.

 

103.               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.

 

104.               No dividend or distribution shall be payable except out of the profits of the Company, realised or unrealised, or out of the share premium account or as otherwise permitted by the Statute.

 

105.               Subject to the rights of persons, if any, entitled to 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 as paid on the share.

 

106.               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.

 

107.               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, debentures, or debenture stock 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.

 

108.               Any dividend, distribution, interest or other monies payable in cash in respect of shares may be paid by cheque 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 cheque 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.

 

109.               No dividend or distribution shall bear interest against the Company.

 

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CAPITALISATION

 

110.               The Company may upon the recommendation of the Directors by ordinary resolution authorise the Directors to capitalise any sum standing to the credit of any of the Company’s 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 capitalisation, 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). The Directors may authorise any person to enter on behalf of all of the Members interested into an agreement with the Company providing for such capitalisation and matters incidental thereto and any agreement made under such authority shall be effective and binding on all concerned.

 

BOOKS OF ACCOUNT

 

111.               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;

 

(c)                the assets and liabilities of the Company.

 

Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Company’s affairs and to explain its transactions.

 

112.               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 authorised by the Directors or by the Company in general meeting.

 

113.               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 law.

 

AUDIT

 

114.               The Company may at any annual general meeting appoint an Auditor or Auditors of the Company who shall hold office until the next annual general meeting and may fix his or their remuneration.

 

24



 

115.               The Directors may before the first annual general meeting appoint an Auditor or Auditors of the Company who shall hold office until the first annual general meeting unless previously removed by an ordinary resolution of the Members in general meeting in which case the Members at that meeting may appoint Auditors. The Directors may fill any casual vacancy in the office of Auditor but while any such vacancy continues the surviving or continuing Auditor or Auditors, if any, may act. The remuneration of any Auditor appointed by the Directors under this Article may be fixed by the Directors.

 

116.               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.

 

117.               Auditors shall at the next annual general meeting following their appointment and at any other time during their term of office, upon request of the Directors or any general meeting of the Members, make a report on the accounts of the Company in general meeting during their tenure of office.

 

NOTICES

 

118.               Notices shall be in writing and may be given by the Company to any Member either personally or by sending it by post, cable, telex or telecopy to him or to his address as shown in the register of Members, such notice, if mailed, to be forwarded airmail if the address be outside the Cayman Islands.

 

119.               (a)               Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, pre-paying and posting a letter containing the notice, and to have been effected at the expiration of 60 hours after the letter containing the same is posted as aforesaid.

 

(b)               Where a notice is sent by cable, telex, telecopy or electronic message, service of the notice shall be deemed to be effected by properly addressing, and sending such notice through a transmitting organisation and to have been effected on the day the same is sent as aforesaid.

 

120.               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.

 

121.               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 through the post as aforesaid in a pre-paid letter addressed 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.

 

122.               Notice of every general meeting shall be given in any manner hereinbefore authorised 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.

 

25



 

(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; and

 

No other person shall be entitled to receive notices of general meetings.

 

WINDING UP

 

123.               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 Statute, divide amongst the Members in specie or 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 such purpose set such value as he deems fair upon any property to be divided as aforesaid and may determine how such 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 contributories as the liquidator, with the like sanction, shall think fit, but so that no Member shall be compelled to accept any shares or other securities whereon there is any liability.

 

124.               If the Company shall be wound up, and the assets available for distribution amongst the Members as such shall be insufficient to repay the whole of the paid-up 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 capital paid up, or which ought to have been paid up, at the commencement of the winding up on the shares held by them respectively. And if in a winding up the assets available for distribution amongst the Members shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the excess shall be distributed amongst the Members in proportion to the capital paid up at the commencement of the winding up on the shares held by them respectively. This Article is to be without prejudice to the rights of the holders of shares issued upon special terms and conditions.

 

INDEMNITY

 

125.               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 wilful neglect or default respectively and no such Director, officer or trustee shall be answerable for the acts, receipts, neglects or defaults of any other Director, 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 wilful neglect or default of such Director, Officer or trustee.

 

FINANCIAL YEAR

 

126.               Unless the Directors otherwise prescribe, the financial year of the Company shall end on 31st December in each year and, following the year of incorporation, shall begin on 1st January in each year.

 

26



 

AMENDMENTS OF ARTICLES

 

127.               Subject to the Statute, the Company may at any time and from time to time by Special Resolution alter or amend these Articles in whole or in part.

 

TRANSFER BY WAY OF CONTINUATION

 

128.               If the Company is exempted as defined in the Statute, it shall, subject to the provisions of the Statute and with the approval of a Special Resolution, 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.

 

For and on behalf of

Offshore Incorporations (Cayman) Limited

Corporation

of Floor 4, Willow House,

Cricket Square,

P O Box 2804,

Grand Cayman KY1-1112,

Cayman Islands

 

 

 

 

/s/ Toni Rombough

 

(Sd.) Authorised Signatory

 

Toni Rombough

 

 

DATED 04 NOV 2015

 

WITNESS to the above signature :-

 

/s/ Andria Bell

 

(Sd.) Andria Bell

 

of Floor 4, Willow House,

 

Cricket Square,

 

P O Box 2804,

 

Grand Cayman KY1-1112,

 

Cayman Islands

 

27




Exhibit 3.2

 

THE COMPANIES LAW (AS AMENDED)

 

COMPANY LIMITED BY SHARES

 

AMENDED AND RESTATED

MEMORANDUM AND ARTICLES OF ASSOCIATION

 

OF

 

YINTECH INVESTMENT HOLDINGS LIMITED

 

(ADOPTED BY SPECIAL RESOLUTION PASSED ON MARCH 28, 2016 AND EFFECTIVE CONDITIONAL AND IMMEDIATELY UPON THE COMMENCEMENT OF THE TRADING OF THE COMPANY’S AMERICAN DEPOSITORY SHARES REPRESENTING ITS ORDINARY SHARES ON THE NASDAQ STOCK MARKET )

 

 

GRAPHIC

 



 

THE COMPANIES LAW (AS AMENDED)

 

COMPANY LIMITED BY SHARES

 

AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

 

OF

 

YINTECH INVESTMENT HOLDINGS LIMITED

 

(Adopted by Special Resolution passed on March 28, 2016 and effective conditional and immediately upon the commencement of the trading of the Company’s American depository shares representing its Ordinary Shares on the NASDAQ Stock Market)

 

1.                                       The name of the company is Yintech Investment Holdings Limited (the “ Company ”).

 

2.                                       The registered office of the Company will be situated at the offices of Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman KY1-9008, Cayman Islands or at such other location 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 any law as provided by Section 7(4) of the Companies Law (as amended) of the Cayman Islands (the “ Law ”).

 

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 Section 27(2) of the 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 the shareholders of the Company is limited to the amount, if any, unpaid on the shares respectively held by them.

 

7.                                       The authorised share capital of the Company is US$30,000 divided into 3,000,000,000 Ordinary Shares of a nominal or par value of US$0.00001 each provided always that subject to the Law and the Articles of Association the Company shall have power to redeem or purchase any of its shares 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 may exercise the power contained in Section 206 of the Law to deregister in the Cayman Islands and be registered by way of continuation in some other jurisdiction.

 

1



 

TABLE OF CONTENTS

 

CLAUSE

 

PAGE

 

 

TABLE A

1

INTERPRETATION

1

PRELIMINARY

4

SHARES

5

MODIFICATION OF RIGHTS

5

CERTIFICATES

6

FRACTIONAL SHARES

6

LIEN

6

CALLS ON SHARES

7

FORFEITURE OF SHARES

7

TRANSFER OF SHARES

8

TRANSMISSION OF SHARES

9

ALTERATION OF SHARE CAPITAL

9

REDEMPTION, PURCHASE AND SURRENDER OF SHARES

10

TREASURY SHARES

10

GENERAL MEETINGS

11

PROCEEDINGS AT GENERAL MEETINGS

12

VOTES OF SHAREHOLDERS

13

CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS

14

DEPOSITARY AND CLEARING HOUSES

14

DIRECTORS

14

ALTERNATE DIRECTOR

15

POWERS AND DUTIES OF DIRECTORS

16

BORROWING POWERS OF DIRECTORS

17

THE SEAL

17

DISQUALIFICATION OF DIRECTORS

17

PROCEEDINGS OF DIRECTORS

18

PRESUMPTION OF ASSENT

19

DIVIDENDS

19

ACCOUNTS, AUDIT AND ANNUAL RETURN AND DECLARATION

20

CAPITALISATION OF RESERVES

21

SHARE PREMIUM ACCOUNT

22

NOTICES

22

INDEMNITY

23

NON-RECOGNITION OF TRUSTS

24

WINDING UP

24

AMENDMENT OF ARTICLES OF ASSOCIATION

25

CLOSING OF REGISTER OR FIXING RECORD DATE

25

 

i



 

REGISTRATION BY WAY OF CONTINUATION

25

MERGERS AND CONSOLIDATION

26

DISCLOSURE

26

 

ii


 

THE COMPANIES LAW (AS AMENDED)

 

COMPANY LIMITED BY SHARES

 

AMENDED AND RESTATED

ARTICLES OF ASSOCIATION

 

OF

 

YINTECH INVESTEMENT HOLDINGS LIMITED

 

(Adopted by Special Resolution passed on March 28, 2016 and effective conditional and immediately upon the commencement of the trading of the Company’s American depository shares representing its Ordinary Shares on the NASDAQ Stock Market )

 

TABLE A

 

The Regulations contained or incorporated in Table ‘A’ in the First Schedule of the Law shall not apply to Yintech Investment Holdings Limited (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, each representing such number of Ordinary Shares as set out in the registration statements of the Company;

 

Affiliate ” means in respect of a person or entity, any other person or entity that, directly or indirectly (including through one or more intermediaries), controls, is controlled by, or is under common control with, such person or entity, and (i) in the case of a natural person, shall include, without limitation, such person’s spouse, parents, children, siblings, mother-in-law and father-in-law and brothers and sisters-in-law, a trust solely for the benefit of any of the foregoing, a company, partnership or any natural person or entity wholly owned by one or more of the foregoing, and (ii) in the case of an entity, shall include a partnership, a corporation or any natural person or entity 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 securities possessing more than fifty percent (50%) of the voting power of the corporation, or the partnership or other entity (other than, in the case of corporation, securities having such power only by reason of the happening of a contingency not within the reasonable control of such partnership, corporation, natural person or entity), 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 Directors ” and “ Directors ” means the directors of the Company for the time being, or as the case may be, the directors assembled as a board or as a committee thereof;

 

1



 

Branch Register ” means any branch Register of such category or categories of Members as the Company may from time to time determine;

 

Class ” or “ Classes ” means any class or classes of Shares as may from time to time be issued by the Company;

 

clearing house ” means a clearing house recognised by the laws of the jurisdiction in which the Shares are listed or quoted on a stock exchange in such jurisdiction;

 

Commission ” means 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 Yintech Investment Holdings Limited, a Cayman Islands exempted company;

 

Company’s Website” means the website of the Company, the address or domain name of which has been notified to Shareholders;

 

electronic” shall have the meaning given to it in the Electronic Transactions Law (as amended) of the Cayman Islands 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 communication” means electronic posting to the Company’s Website, transmission to any number, address or internet website or other electronic delivery methods as otherwise decided and approved by not less than two-thirds of the vote of the Board;

 

Independent Director” means a Director who is an independent director as defined in the N ASDAQ Rules;

 

Law ” means the Companies Law (as amended) of the Cayman Islands;

 

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

 

Month ” means a calendar month;

 

NASDAQ ” means NASDAQ Stock Market in the United States;

 

N ASDAQ Rules ” means the relevant code, rules and regulations, as amended, from time to time, applicable as a result of the original and continued listing of any shares or ADSs on the NASDAQ;

 

Office ” means the registered office of the Company as required by the Law;

 

Ordinary Resolution ” means a resolution:

 

(a)                                  passed by a simple majority of such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Company 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;

 

Ordinary Shares ” means an ordinary share of a par value of US$0.00001 each in the capital of the Company, including a fraction of a share;

 

2



 

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;

 

Principal Register ”, where the Company has established one or more Branch Registers pursuant to the Law and these Articles, means the Register maintained by the Company pursuant to the Law and these Articles that is not designated by the Directors as a Branch Register;

 

Register ” means the register of Members of the Company required to be kept pursuant to the Law and includes any Branch Register(s) established by the Company in accordance with the 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 and shall include Ordinary Shares;

 

Shareholder ” or “ Member ” means a Person who is registered as the holder of Shares in the Register and includes each subscriber to the Memorandum of Association pending entry in the Register of such subscriber;

 

Share Premium Account ” means the share premium account established in accordance with these Articles and the 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 Law being a resolution:

 

(a)                                  passed by a majority of not less than two-thirds of such Shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy 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;

 

Treasury Shares ” means Shares that were previously issued but were purchased, redeemed, surrendered or otherwise acquired by the Company and not cancelled;

 

3



 

United States ” means the United States of America, its territories, its possessions and all areas subject to its jurisdiction; and “ year ” means a calendar year.

 

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;

 

(c)                                   the word “may” shall be construed as permissive and the word “shall” shall be construed as imperative;

 

(d)                                  reference to a dollar or dollars (or US$) and to a cent or cents is reference to dollars and cents of the United States 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; and

 

(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 or partly one and partly another.

 

3.                                       Subject to the last two preceding Articles, any words defined in the 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 commenced at any time after incorporation.

 

5.                                       The 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 or (subject to compliance with the Law and these Articles) places as the Directors may from time to time determine.  In the absence of any such determination, the Register shall be kept at the Office.  The Directors may keep, or cause to be kept, one or more Branch Registers as well as the Principal Register in accordance with the Law, provided always that a duplicate of such Branch Register(s) shall be maintained with the Principal Register in accordance with the Law.

 

4



 

SHARES

 

8.                                       Subject to these Articles, all Shares for the time being unissued shall be under the control of the Directors who may:

 

(a)                                  issue, allot and dispose of the same 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; and

 

(b)                                  grant options with respect to such Shares and issue warrants or similar instruments with respect thereto;

 

and, for such purposes, the Directors may reserve an appropriate number of Shares for the time being unissued.

 

9.                                       The Directors, or the Shareholders by Ordinary Resolution, 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 the Shareholders by Special 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 deem appropriate.

 

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.

 

MODIFICATION OF RIGHTS

 

12.                                Whenever the capital of the Company is divided into different Classes (and as otherwise determined by the Directors) the rights attached to any such Class may, subject to any rights or restrictions for the time being attached to any Class, only be varied with the sanction of a Special Resolution of the holders of the issued Shares of the relevant 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 at least holding or representing by proxy 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.

 

13.                                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 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.

 

5



 

CERTIFICATES

 

14.                                Every Person whose name is entered as a member in the Register shall, without payment, be entitled to a certificate within two (2) 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 and the amount paid up thereon, 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 Member’s registered address as appearing in the register.

 

15.                                Every share certificate of the Company shall bear legends required under the applicable laws, including the Securities Act.

 

16.                                Any two or more certificates representing Shares of any one Class held by any Member may at the Member’s request be cancelled and a single new certificate for such Shares issued in lieu on payment (if the Directors shall so require) of US$1 or such smaller sum as the Directors shall determine.

 

17.                                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.

 

18.                                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

 

19.                                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

 

20.                                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 Company’s lien on a Share extends to any amount payable in respect of it.

 

21.                                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 (14) 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.

 

22.                                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

 

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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.

 

23.                                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

 

24.                                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 (14) 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.

 

25.                                The joint holders of a Share shall be jointly and severally liable to pay calls in respect thereof.

 

26.                                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.

 

27.                                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.

 

28.                                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.

 

29.                                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

 

30.                                If a Shareholder fails to pay any call or instalment of a call in respect of any 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.

 

31.                                The notice shall name a further day (not earlier than the expiration of fourteen (14) 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.

 

32.                                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.

 

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33.                                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.

 

34.                                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.

 

35.                                A statutory declaration in writing that the declarant is a Director, and that a Share has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts in the declaration as against all Persons claiming to be entitled to the Share.

 

36.                                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.

 

37.                                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

 

38.                                The instrument of transfer of any Share shall be in any usual or common form or such other form as the Directors may determine 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.

 

39.                                (a)                    Subject to the terms of issue thereof, the Directors may determine to register any transfer of Shares without assigning any reason therefor.

 

(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;

 

v.                    the Shares transferred are fully paid and free of any lien in favour of the Company; or

 

vi.                 a fee of such maximum sum as the NASDAQ 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.

 

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40.                                The registration of transfers may, on fourteen (14) calendar days’ notice being given by advertisement in such one or more newspapers or by electronic means, or by any other means in accordance with the NASDAQ Rules, be suspended and the Register of Members 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 of Members closed for more than thirty (30) calendar days in any year.

 

41.                                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 two (2) months after the date on which the transfer was lodged with the Company send to each of the transferor and the transferee notice of the refusal.

 

TRANSMISSION OF SHARES

 

42.                                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 holder of the Share, shall be the only Person recognised by the Company as having any title to the Share.

 

43.                                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.

 

44.                                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 (90) 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

 

45.                                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, notice in lieu of distringas, or other instrument.

 

ALTERATION OF SHARE CAPITAL

 

46.                                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.

 

47.                                The Company may by Ordinary Resolution:

 

(a)                                  consolidate and divide all or any of its share capital into Shares of a larger amount than its existing Shares;

 

(b)                                  convert all or any of its paid up Shares into stock and reconvert that stock into paid up Shares of any denomination;

 

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(c)                                   subdivide its existing Shares, or any of them into Shares of a smaller amount 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.

 

48.                                The Company may by Special Resolution reduce its share capital and any capital redemption reserve in any manner authorised by law.

 

REDEMPTION, PURCHASE AND SURRENDER OF SHARES

 

49.                                Subject to the Law, the Company may:

 

(a)                                  issue Shares on terms that they are to be redeemed or are liable to be redeemed at the option of the Company or the Shareholder on such terms and in such manner as the Directors may determine;

 

(b)                                  purchase its own Shares (including any redeemable Shares) on such terms and in such manner as the Directors may determine and agree with the Shareholder;

 

(c)                                   make a payment in respect of the redemption or purchase of its own Shares in any manner authorised by the Law, including out of its capital; and

 

(d)                                  accept the surrender for no consideration of any paid up Share (including any redeemable Share) on such terms and in such manner as the Directors may determine.

 

50.                                Any Share in respect of which notice of redemption has been given shall not be entitled to participate in the profits of the Company in respect of the period after the date specified as the date of redemption in the notice of redemption.

 

51.                                The redemption, purchase or surrender of any Share shall not be deemed to give rise to the redemption, purchase or surrender of any other Share.

 

52.                                The Directors may when making payments in respect of redemption or purchase of Shares, if authorised by the terms of issue of the Shares being redeemed or purchased or with the agreement of the holder of such Shares, make such payment either in cash or in specie including, without limitation, interests in a special purpose vehicle holding assets of the Company or holding entitlement to the proceeds of assets held by the Company or in a liquidating structure.

 

TREASURY SHARES

 

53.                                Shares that the Company purchases, redeems or acquires (by way of surrender or otherwise) may, at the option of the Company, be cancelled immediately or held as Treasury Shares in accordance with the Law. In the event that the Directors do not specify that the relevant Shares are to be held as Treasury Shares, such Shares shall be cancelled.

 

54.                                No dividend may be declared or paid, and no other distribution (whether in cash or otherwise) of the Company’s assets (including any distribution of assets to members on a winding up) may be declared or paid in respect of a Treasury Share.

 

55.                                The Company shall be entered in the Register as the holder of the Treasury Shares provided that:

 

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(a)                                  the Company shall not be treated as a member for any purpose and shall not exercise any right in respect of the Treasury Shares, and any purported exercise of such a right shall be void;

 

(b)                                  a Treasury Share shall not be voted, directly or indirectly, at any meeting of the Company and shall not be counted in determining the total number of issued shares at any given time, whether for the purposes of these Articles or the Law, save that an allotment of Shares as fully paid bonus shares in respect of a Treasury Share is permitted and Shares allotted as fully paid bonus shares in respect of a treasury share shall be treated as Treasury Shares.

 

56.                                Treasury Shares may be disposed of by the Company on such terms and conditions as determined by the Directors.

 

GENERAL MEETINGS

 

57.                                All general meetings other than annual general meetings shall be called extraordinary general meetings.

 

58.                                (a)                                  The Company may, but shall not (unless required by the Law or NASDAQ Rules) be obliged in each 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.

 

59.                                (a)                                  The Directors may call general meetings, and they shall on a Members requisition forthwith proceed to convene an extraordinary general meeting of the Company.

 

(b)                                  A Members requisition is a requisition of Members of the Company holding at the date of deposit of the requisition not less than 20% of such of the paid-up capital of the Company as at that date of the deposit carries the right of voting 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 of the Company, 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 (21) 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 (21) 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 (3) months after the expiration of the said twenty-one (21) 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

 

60.                                At least seven (7) business 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 with the consent of all the

 

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M embers entitled to receive notice of some particular meeting and attend and vote on the matters to be considered at such meeting, that meeting may be convened by such shorter notice or without notice and in such manner as those Members may think fit.

 

61.                                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

 

62.                                All business carried out at a general meeting shall be deemed special with the exception of sanctioning a dividend, the consideration of the accounts, balance sheets, any report of the Directors or of the Company’s auditors, and the fixing of the remuneration of the Company’s auditors.  No special business shall be transacted at any general meeting without the consent of all Shareholders entitled to receive notice of that meeting unless notice of such special business has been given in the notice convening that meeting.

 

63.                                No business except for the appointment of a chairman for the meeting shall be transacted at any general meeting unless a quorum of Members is present at the time when the meeting proceeds to business.  The holders of Shares being not less than an aggregate of one-third of all Shares in issue present in person or by proxy and entitled to vote shall be a quorum for all purposes.

 

64.                                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 Shareholders, shall be dissolved.  In any other case it shall stand adjourned to the same day in the next week, at the same time and place, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the Shareholder or Shareholders present and entitled to vote shall form a quorum.

 

65.                                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.

 

66.                                The chairman, if any, of the Directors shall preside as chairman at every general meeting of the Company.

 

67.                                If there is no such chairman, 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, any Director or Person nominated by the Directors shall preside as chairman, failing which the Shareholders present in person or by proxy shall choose any Person present to be chairman of that meeting.

 

68.                                The chairman may adjourn a meeting from time to time and from place to place either:

 

(a)                                  with the consent of any general meeting at which a quorum is present (and shall if so directed by the meeting); or

 

(a)                                  without the consent of such meeting if, in his sole opinion, he considers it necessary to do so to:

 

(i)                                      secure the orderly conduct or proceedings of the meeting; or

 

(ii)                                   give all persons present in person or by proxy and having the right to speak and / or vote at such meeting, the ability to do so,

 

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 (14) calendar days or more, notice of the

 

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adjourned meeting shall be given in the manner provided for the 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.

 

69.                                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.

 

70.                                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 pursuant to Article 71, and unless a poll is so demanded, a declaration by the chairman 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.

 

71.                                If the chairman shall have any doubt as to the outcome of any resolution put to the vote, he shall cause a poll to be taken of all votes cast upon such resolution, but if the chairman shall fail to take a poll then any Member present in person or by proxy who disputes the announcement by the chairman of the result of any vote may immediately following such announcement demand that a poll be taken and the chairman shall thereupon cause a poll to be taken. If a poll is taken at any meeting, the result thereof shall be duly recorded in the minutes of that meeting by the chairman.

 

72.                                If a poll is duly demanded it shall be taken in such manner as the chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

 

73.                                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.

 

74.                                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

 

75.                                Subject to any rights and restrictions for the time being attached to any Share, on a show of hands every Shareholder present in person and every Person representing a Shareholder by proxy shall, at a general meeting of the Company, each have one vote and on a poll every Shareholder and every Person representing a Shareholder by proxy shall have one vote for each Share of which he or the Person represented by proxy is the holder.

 

76.                                In the case of joint holders 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.

 

77.                                A Shareholder of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote in respect of Shares carrying the right to vote held by him, 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.

 

78.                                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.

 

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79.                                On a poll votes may be given either personally or by proxy.

 

80.                                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.

 

81.                                An instrument appointing a proxy may be in any usual or common form or such other form as the Directors may approve.

 

82.                                The instrument appointing a proxy shall be deposited at the Office 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, if the meeting is adjourned, the time for holding such adjourned meeting.

 

83.                                The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

 

84.                                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.  Such a resolution may consist of several documents in the like form, each signed by one or more relevant Shareholders.

 

CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS

 

85.                                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

 

86.                                If a clearing house (or its nominee) or depositary (or its nominee) 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 or persons as it thinks fit to act as its representative or representatives at any general meeting of the Company or at any general meeting of any class of Members of the Company 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 clearing house (or its nominee) or depositary (or its nominee) which he represents as that clearing house (or its nominee) or depositary (or its nominee) could exercise if it were an individual Member holding the number and Class of Shares specified in such authorisation.

 

DIRECTORS

 

87.                                (a)                                  The Company may by Ordinary Resolution from time to time fix the maximum and minimum number of Directors to be appointed. Unless otherwise determined by the Company in general meeting, the exact number of Directors is to be determined from time to time solely by resolution adopted by a majority of the Directors. The Directors shall be elected or appointed in the first place by the subscribers to the Memorandum of Association or by a majority of them.  For so long as Shares or ADSs are listed on the NASDAQ, the Directors shall include such number of Independent Directors as applicable law, rules or regulations or the NASDAQ Rules require for a foreign private issuer so long as the Company is a foreign private issuer.

 

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(b)                                  The Board of Directors shall have a Chairman of the Board of Directors (the “ Chairman ”) elected and appointed 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 (15) 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 the Company’s compliance with director nomination procedures required under the NASDAQ Rules, as long as Shares or ADSs are listed on the NASDAQ,

 

i.                   the Company may by Ordinary Resolution appoint any person to be a Director either to fill a vacancy on the Board created under Article 88 or Article 108 or as an addition to the existing Board;

 

ii.                the Directors may appoint any person to be a Director either to fill a vacancy on the Board created under Article 88 or Article 108 or as an addition to the existing Board.

 

88.                                Subject to the terms of these Articles, a Director shall hold office until he is removed from office with or without cause by a Board resolution passed by a majority of not less than one half of the Directors or by an Ordinary Resolution any time 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).

 

89.                                The Board may, from time to time, and except as required by applicable law or the listing rules of the recognized stock exchange where the Company’s securities are traded, adopt, institute, amend, modify or revoke the corporate governance policies or initiatives, which shall be intended to set forth the policies of the Company and the Board on various corporate governance related matters as the Board shall determine by resolution from time to time.

 

90.                                A Director shall not be required to hold any Shares in the Company by way of qualification.  A Director who is not a Member shall nevertheless be entitled to attend and speak at general meetings.

 

91.                                The remuneration of the Directors may be determined by the Directors or by Ordinary Resolution.

 

92.                                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

 

93.                                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 authorised to sign such written resolutions where they have been signed by the appointing Director, and to act in such Director’s place at any meeting of the Directors.  Every such alternate shall be entitled to attend and vote at meetings of the Directors as the alternate of the Director appointing him and where he is a Director to have a separate vote 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 not be an officer solely as a result of his appointment as an alternate other than in respect of such times as the alternate acts as a Director.  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.

 

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POWERS AND DUTIES OF DIRECTORS

 

94.                                Subject to the 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.

 

95.                                The Directors may from time to time appoint any Person, 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, the office of chief executive officer, 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 Person so appointed by the Directors may be removed by the Directors or by the Company by Ordinary Resolution.  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 from any cause to be a Director, or if the Company by Ordinary Resolution resolves that his tenure of office be terminated.

 

96.                                The Directors may appoint any Person 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.

 

97.                                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.

 

98.                                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.

 

99.                                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.

 

100.                         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 Person 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 Person.

 

101.                         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 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.

 

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102.                         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.

 

103.                         The Directors may agree with a Shareholder to waive or modify the terms applicable to such Shareholder’s subscription for Shares without obtaining the consent of any other Shareholder; provided that such waiver or modification does not amount to a variation or abrogation of the rights attaching to the Shares of such other Shareholders.

 

BORROWING POWERS OF DIRECTORS

 

104.                         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, or to otherwise provide for a security interest to be taken in such undertaking, property or uncalled capital, and to issue debentures, debenture stock and other securities whenever money is borrowed or as security for any debt, liability or obligation of the Company or of any third party.

 

THE SEAL

 

105.                         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 affixings 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.

 

106.                         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 affixings 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.

 

107.                         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

 

108.                         The office of Director shall be vacated, if the Director:

 

(a)                                  becomes bankrupt or makes any arrangement or composition with his creditors;

 

(b)                                  dies or is found to be or becomes of unsound mind;

 

(c)                                   resigns his office by notice in writing to the Company;

 

(d)                                  is removed from office by Ordinary Resolution; or

 

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

 

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PROCEEDINGS OF DIRECTORS

 

109.                         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.  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.

 

110.                         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.

 

111.                         The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors, and unless so fixed, if there be two or more Directors the quorum shall be a majority of Directors then in office and shall include the Chairman.  A Director represented 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.

 

112.                         A Director who is in any way, whether directly or indirectly, interested in a contract or proposed contract 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 to be regarded as interested in any contract or other arrangement 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.  A Director may vote in respect of any contract or proposed contract or arrangement 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 proposed contract or arrangement shall come before the meeting for consideration.

 

113.                         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.

 

114.                         Any 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; provided that nothing herein contained shall authorise a Director or his firm to act as auditor to the Company.

 

115.                         The Directors shall cause minutes to be made in books or loose-leaf folders provided 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

 

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(c)                                   all resolutions and proceedings at all meetings of the Company, and of the Directors and of committees of Directors.

 

116.                         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.

 

117.                         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.

 

118.                         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.

 

119.                         The Directors may elect a chairman of their meetings 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 within fifteen minutes after the time appointed for holding the meeting, the Directors present may choose one of their number to be chairman of the meeting.

 

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 of the Company who is present at a meeting of the Board of Directors 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 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, or as otherwise provided for in the Law and these Articles, 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.

 

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125.                         Subject to any rights and restrictions for the time being attached to any Shares, the Company by Ordinary Resolution may declare dividends, but no dividend shall exceed the amount recommended by the Directors.

 

126.                         The Directors may determine, before recommending or declaring any dividend, to set aside out of the funds legally available for distribution such sums as they think proper as a reserve or reserves which shall 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, at the determination of the Directors, either be employed in the business of the Company or be invested in such investments as the Directors may from time to time think fit.

 

127.                         Any dividend may be paid in any manner as the Directors may determine.  If paid by cheque it will be sent through the post to the registered address of the Shareholder or Person entitled thereto, or in the case of joint holders, to any one of such joint holders at his registered address or to such Person and such address as the Shareholder or Person entitled, or such joint holders as the case may be, may direct.  Every such cheque shall be made payable to the order of the Person to whom it is sent or to the order of such other Person as the Shareholder or Person entitled, or such joint holders as the case may be, may direct.

 

128.                         The Directors when paying dividends to the Shareholders in accordance with the foregoing provisions of these Articles may make such payment either in cash or in specie and may determine the extent to which amounts may be withheld therefrom (including, without limitation, any taxes, fees, expenses or other liabilities for which a Shareholder (or the Company, as a result of any action or inaction of the Shareholder) is liable).

 

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.

 

130.                         If several Persons are registered as joint holders of any Share, any of them may give effectual 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 three 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 Company’s 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 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 of inspecting 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 Company’s 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.

 

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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.                         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.

 

140.                         The Directors in each year shall prepare, or cause to be prepared, an annual return and declaration setting forth the particulars required by the Law and deliver a copy thereof to the Registrar of Companies in the Cayman Islands.

 

CAPITALISATION OF RESERVES

 

141.                         Subject to the Law and these Articles, 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), whether or not 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

 

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(e)                                   generally do all acts and things required to give effect to any of the actions contemplated by this Article.

 

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 of the Company 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

 

(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 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 determination of the Directors such sum may be paid out of the profits of the Company or, if permitted by the 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 either personally, or by posting it airmail or air courier service in a prepaid letter addressed to such Shareholder at his address as appearing in the Register, 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 or by placing it on the Company’s Website should the Directors deem it appropriate provided that the Company has obtained the member’s prior express positive confirmation in writing to receive notices in such manner. 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 posted to addresses outside the Cayman Islands shall be forwarded by prepaid airmail.

 

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:

 

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(a)                                  post, shall be deemed to have been served five (5) 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 mail, shall be deemed to have been served immediately upon the time of the transmission by electronic mail.

 

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.

 

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 Company’s 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 to communicate to the public.

 

152.                         Subject to the due compliance of 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 (but not including the Company’s 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

 

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sustained by such Indemnified Person, other than by reason of such Indemnified Person’s own dishonesty, wilful default or fraud as determined by a court of competent jurisdiction, in or about the conduct of the 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 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

 

(c)                                   on account of the insufficiency of any security in or upon which any money of the Company shall be invested; or

 

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

 

(e)                                   for any loss occasioned by any negligence, default, breach of duty, breach of trust, error of judgement or oversight on such Indemnified Person’s part; or

 

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

 

unless the same shall happen through such Indemnified Person’s own dishonesty, wilful default or fraud.

 

FINANCIAL YEAR

 

155.                         Unless the Directors otherwise prescribe, the financial year of the Company shall end on December 31 st  in each year and shall begin on January 1 st  in each year.

 

NON-RECOGNITION OF TRUSTS

 

156.                         Subject to the proviso hereto, 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 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, provided that, notwithstanding the foregoing, the Company shall be entitled to recognise any such interests as shall be determined by the Directors.

 

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 Law, divide amongst the Members 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.

 

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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 Law and the rights attaching to the various Classes, 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 40 days.  If the Register shall be so closed for the purpose of determining those Shareholders that are entitled to receive notice of, attend or vote at a meeting of Shareholders the Register shall be so closed for at least ten (10) calendar days immediately preceding such meeting and the record date for such determination shall be the date of the closure of the Register.

 

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 for the purpose of determining those Shareholders that are entitled to receive payment of any dividend the Directors may, at or within ninety (90) calendar days prior to the date of declaration of such dividend, fix a subsequent date as the record date for such determination.

 

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.

 

25



 

MERGERS AND CONSOLIDATION

 

164.                         The Company may merge or consolidate in accordance with the Law.

 

165.                         To the extent required by the Law, the Company may by Special Resolution resolve to merge or consolidate the Company.

 

DISCLOSURE

 

166.                         The Directors, or any authorised service providers (including the officers of the Company, the Secretary and the registered office agent of the Company), shall be entitled to disclose to any regulatory or judicial authority, or to any stock exchange on which the Shares may from time to time be listed, any information regarding the affairs of the Company.

 

26




Exhibit 10.1

 

EXECUTION VERSION

 


 

YINTECH INVESTMENT HOLDING LIMITED

 

 

2013 SHARE OPTION SCHEME 1

 

(approved and adopted by a board resolution passed on 12 February, 2016 )

 

(amended and restated effective as of 18 November, 2015)

 


 


1   Assumed from the Win Yin Financial And Information Service Company Limited (see Explanatory Note on p. 1).

 



 

TABLE OF CONTENTS

 


 

 

 

PAGE

 

 

 

Section 1 . Definitions and Interpretation

 

1

Section 2 . Purpose of the Scheme

 

3

Section 3 . Condition

 

3

Section 4 . Duration, Termination and Administration

 

4

Section 5 . Offer and Grant of Options

 

4

Section 6 . Exercise Price

 

5

Section 7 . Exercise of Options

 

5

Section 8 . Lapse of Option

 

8

Section 9 . Maximum Number of Shares Subject to Options

 

9

Section 10 . Reorganization of Capital Structure

 

9

Section 11 . Share Capital

 

10

Section 12 . Disputes

 

10

Section 13 . Alteration of this Scheme

 

10

Section 14 . Miscellaneous

 

11

 



 

Explanatory Note:   In 2015, Yintech Investment Holdings Limited (“ Yintech ”) initiated a series of transactions constituting a reorganization (the “ Reorganization ”), pursuant to which a majority of the People’s Republic of China (the “ PRC ”) subsidiaries of Win Yin Financial And Information Service Company Limited (“ Win Yin ”) became the wholly owned subsidiaries of Shanghai Qian Zhong Su Investment Co., Ltd., Yintech’s wholly owned PRC subsidiary. In connection with the recently completed reorganization,  Yintech has assumed the Win Yin’s 2013 Pre-IPO Share Option Scheme (the “ Scheme ”), which was amended and restated to reflect the intent of the parties to the Reorganization that the Shares issued and outstanding under the Scheme be adjusted to relate to securities of Yintech Investment Holding Limited.  Further, on the Assumption Date and in connection with the Reorganization, Yintech assumed the Scheme and all rights, duties and obligations thereunder.

 

Section 1 . Definitions and Interpretation. (a) In this Scheme, save where the context otherwise requires, the following expressions have the respective meanings set opposite them:

 

Adoption Date ” being 17 December, 2014, the date on which the Scheme is approved and adopted by a resolution of the shareholders of the Company.

 

Assumption Date ” means 18 November, 2015, the date on which the Scheme was assumed by Yintech Investment Holding Limited.

 

Auditors ” means the auditors for the time being of the Company.

 

Board ” means the board of directors of the Company or a duly authorized committee thereof.

 

Board Designee ” means a member of the Board designated by the Board to make such determinations as are set forth hereunder, provided that no member of the Board shall make any such determination involving any Award held by such Board member.

 

Business Associate ” means any advisors, consultants, distributors, contractors, contract manufacturers, agents, customers, business partners, joint venture business partners, service providers of any member of the Group.

 

Business Day(s) ” means any day on which banks in Hong Kong are open for business and the Stock Exchange is open for business of dealing in securities.

 

Company ” prior to the Assumption Date means Win Yin Financial and Information Service Company Limited, a company incorporated in the Cayman Islands, and on and after the Assumption Date, means Yintech Investment Holding Limited.

 

Director ” means any director (including executive director, non-executive director and independent non-executive director) of any member of the Group from time to time.

 

1



 

Employee ” means any employee or officer of any member of the Group.

 

Exercise Price ” means the price per Share at which a Grantee may subscribe for the Shares on the exercise of an Option as described in Section 6.

 

Grantee ” means any Participant who accepts an Offer in accordance with the terms of this Scheme, or (where the context so permits) any person who is entitled to any Option in consequence of the death of the original Grantee.

 

Group ” means the Company and its Subsidiaries.

 

Hong Kong ” means the Hong Kong Special Administrative Region of the PRC.

 

Offer ” means the offer of the grant of an Option made in accordance with Section 5.

 

Offer Date ” means the date on which an Offer is made to a Participant.

 

Option(s) ” means a right granted to subscribe for the Shares pursuant to this Scheme.

 

Option Period ” means a period to be notified by the Board to each Grantee in which an Option granted must be exercised ( provided that such period shall not be more than ten years commencing on the Offer Date). The Board may also impose restrictions on the exercise of an Option during the period an Option may be exercised.

 

Participant(s) ” means any Director, Employee or Business Associate who the Board considers, in its sole discretion, has contributed or will contribute to the Group.

 

PRC ” means the People’s Republic of China, for the purposes of this Scheme does not apply to Taiwan, Macau Special Administrative Region and Hong Kong.

 

Scheme ” means this 2013 Share Option Scheme in its present form or as amended from time to time in accordance with the provisions hereof.

 

Share Registrar ” means the share registrar of the Company from time to time.

 

Shares ” means ordinary shares of US$0.001 each in the capital of the Company (or of such other nominal amount as shall result from a sub-division, consolidation, reclassification or reconstruction of the share capital of the Company from time to time).

 

Stock Exchange ” means any internationally recognized stock exchange.

 

2



 

Subsidiar(ies) ” means any entity in which the Company has at any time, directly or indirectly, securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions.

 

US$ ” means United States dollars, the lawful currency of the United States.

 

(b)          In this Scheme, save where the context otherwise requires:

 

(i)                                      the headings are inserted for convenience only and shall not limit, vary, extend or otherwise affect the construction of any provision of this Scheme;

 

(ii)                                   references to paragraphs are references to paragraphs of this Scheme;

 

(iii)                                references to any statute or statutory provision shall be construed as references to such statute or statutory provision as respectively amended, consolidated or re-enacted, or as its operation is modified by any other statute or statutory provision (whether with or without modification), and shall include any subsidiary legislation enacted under the relevant statute;

 

(iv)                               expressions in the singular shall include the plural and vice versa;

 

(v)                                  expressions in any gender shall include other genders; and

 

(vi)                               references to persons shall include bodies corporate, corporations, partnerships, sole proprietorships, organizations, associations, enterprises and branches.

 

Section 2 . Purpose of the Scheme. The purpose of this Scheme is to recognize and reward the contribution of the Participants to the growth and development of the Group and the proposed listing of the Shares on the Stock Exchange.

 

Section 3 . Condition. This Scheme shall take effect subject to the passing of a resolution by the Company shareholders to approve and adopt this Scheme, and to authorize the Board to grant Options to subscribe for the Shares hereunder and to allot, issue and deal with the Shares pursuant to the exercise of any Options granted under this Scheme.

 

If the condition is not satisfied within 30 days after adoption of the Scheme by the Board, this Scheme and any Options granted under this Scheme shall forthwith lapse and no person shall be entitled to any rights or benefits or be under any obligations under or in respect of the Scheme.

 

3



 

Section 4 . Duration, Termination and Administration. (a) Subject to Section 3, this Scheme shall be valid and effective for the period of time commencing on the Adoption Date and expiring on the day immediately prior to the earlier of (i) the date which is ten years after the Adoption Date; or (ii) the Company by resolution of the shareholders, or the Board, may at any time terminates the operation of this Scheme, after which period no further Options will be granted but the provisions of this Scheme shall remain in force to the extent necessary to give effect to the exercise of any Options which are granted during the life of the Scheme or otherwise as may be required in accordance with the provisions of this Scheme.

 

(b)                        This Scheme shall be subject to the administration of the Board and the decision of the Board shall be final and binding on all parties. The Board shall have the right (i) to interpret and construe the provisions of the Scheme; (ii) to determine the persons who will be awarded Options under the Scheme, and the number of Options awarded thereto; (iii) to make such appropriate and equitable adjustments to the terms of Options granted under the Scheme as it deems necessary; and (iv) to make such other decisions or determinations as it shall deem appropriate in the administration of the Scheme.

 

(c)                         No member of the Board shall be personally liable by reason of any contract or other instrument executed by such member or on his behalf in his capacity as a member of the Board nor for any mistake of judgment made in good faith, and the Company shall indemnify and hold harmless each employee, officer or director of the Company to whom any duty or power relating to the administration or interpretation of the Scheme may be allocated or delegated, against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim with the approval of the Board) arising out of any act or omission to act in connection with the Scheme unless arising out of such person’s own fraud or bad faith.

 

Section 5 . Offer and Grant of Options. (a) On and subject to the terms of this Scheme, the Board shall be entitled at any time during the life of the Scheme to make an Offer to any Participant, as the Board may in its absolute discretion select, to take up Options in respect of such number of Shares as the Board may determine at the Exercise Price. Subject to the terms and conditions of this Scheme, Options may be granted on such terms and conditions in relation to their vesting, exercise or otherwise (e.g. by linking their exercise to the attainment or performance of milestones by any member of the Group, the Grantee or any group of Participants as the Board may determine).

 

(b)                        Options shall entitle the Grantee to subscribe for the Shares on the terms set out in this Scheme save that if, at the time the Grantee wishes to exercise an Option, such exercise of the Option, the issue of the Shares to the Grantee pursuant to the Scheme, the registration of the Grantee as the holder of such Shares, the exercise and enjoyment of the rights attaching to such Shares or the performance of the obligations of the Company or the Grantee

 

4



 

under this Scheme, is not permitted by any applicable laws or regulations, the Options shall not entitle the Grantee to subscribe for the Shares.

 

(c)                         An Offer shall be made to a Participant in the manner and in such form as the Board may from time to time determine requiring the Participant to undertake to hold the Options on the terms to be granted and to be bound by the provisions of this Scheme.

 

(d)                        Any Offer may be accepted in respect of less than the number of Shares to which the offered Option relates.

 

Section 6 . Exercise Price. Subject to Section 10, the Exercise Price shall be USD 0.163 per Share.

 

Section 7 . Exercise of Options. (a) An Option shall be personal to the Grantee and shall not be assignable or transferable. No Grantee shall in any way sell, transfer, charge, mortgage, encumber or otherwise dispose of or create any interest (legal or beneficial) in favor of any third party over or in relation to any Option or enter into any agreement so to do, except for (A) the transmission of an Option on the death of the Grantee to his personal representatives(s) according to the terms of this Scheme, or (B) the transfer of any Option to any trustee, acting in its capacity as such trustee, of any trust of which the Grantee is a beneficiary. Any breach of the foregoing by a Grantee shall entitle the Company to cancel any Option granted to such Grantee to the extent not already exercised without incurring any liability on the part of the Company.

 

(b)                        A Grantee (or where permitted under Section 7(d)(ii), his legal personal representative(s)) may exercise his Option in whole or in part by giving notice in the form required by the Company stating that the Option is thereby exercised and specifying the number of Shares to be subscribed; and by a payment for the full amount of the aggregate Exercise Price for the Shares in respect of which the notice is given. Within 5 Business Days after receipt of the notice and payment and, where appropriate, receipt of the Auditors’ or financial advisors’ certificate pursuant to Section 10(a), the Company shall allot, and shall instruct the Share Registrar to issue, the relevant Shares to the Grantee (or his personal representatives) credited as fully paid and issue to the Grantee (or his personal representatives) a share certificate in respect of the Shares so allotted.

 

(c)                         Except as provided otherwise and subject to the terms and conditions upon which such Option was granted, the vesting period for any Option granted to a Grantee under this Scheme shall be determined by the Board, provided that:

 

(i)                                      in the event a Grantee terminates his employment or service on account of other than (A) his incapacitation or death, or (B) on one or more of the grounds of termination of employment, appointment or directorship specified in Section 8(f), all Options that are unvested as of the date of such termination shall lapse, unless the Board Designee otherwise determines in writing that such unvested Options shall not lapse and will continue to remain valid, such termination notwithstanding; and

 

5


 

(ii)                                   in the event a Grantee terminates his employment or service on account of incapacitation or death, such Grantee or his personal representative(s) shall be entitled to immediate vesting for 100% of the Options that remain unvested as of the date of such incapacitation or death.

 

(d)                        Subject to (A) the condition specified in Section 3 being fully satisfied, and (B) the terms and conditions on which such Option was granted, Options vested may be exercised by the Grantee at any time during the Option Period, provided that:

 

(i)                                      in the event specified in Section 7(c)(i), the Grantee shall be entitled to exercise the Option up to the vested entitlement of such Grantee as at the date of such termination (to the extent he is entitled to exercise at the date of termination but not already exercised pursuant to the terms of this Scheme and the terms of grant), failing which it will lapse;

 

(ii)                                   in the event specified in Section 7(c)(ii), the Grantee or his personal representative(s) shall be entitled to exercise the Option up to the vested entitlement of such Grantee as at the date of such incapacitation or death (to the extent he is entitled to exercise at the date of incapacitation or death but not already exercised), pursuant to the terms of this Scheme and the terms of grant;

 

(iii)                                if a general offer by way of voluntary offer, takeover or otherwise (other than by way of scheme of arrangement pursuant to Section 7(d)(iv) below) is made to all the holders of Shares (or all such holders other than the offeror and any person controlled by the offeror and any person acting in association or concert with the offeror) and such offer becomes or is declared unconditional prior to the expiry date of the relevant Option, the Company shall forthwith give notice thereof to the Grantee and the Grantee shall be entitled to exercise the Option to its full extent or, if the Company shall give the relevant notification, to the extent notified by the Company at any time within such period as shall be notified by the Company;

 

(iv)                               if a general offer for Shares by way of scheme of arrangement is made to all the holders of Shares and has been approved by the necessary number of holders of Shares at the requisite meetings, the Company shall forthwith give notice thereof to the Grantee and the Grantee may at any time thereafter (but before such time as shall be notified by the Company) exercise the Option to its full extent or, if the Company shall give the relevant notification, to the extent notified by the Company;

 

(v)                                  in the event a notice is given by the Company to its shareholders to convene a shareholders’ meeting for the purpose of considering and, if thought fit, approving a resolution to voluntarily wind-up the Company, the Company shall forthwith give notice thereof to the Grantee and the Grantee may at any time thereafter (but

 

6



 

before such time as shall be notified by the Company) exercise the Option to its full extent or, if the Company shall give the relevant notification, to the extent notified by the Company, and the Company shall as soon as possible and in any event no later than three days prior to the date of the proposed shareholders’ meeting, allot, issue and register in the name of the Grantee such number of fully paid Shares which fall to be issued on exercise of such Option; and

 

(vi)                               in the event of a compromise or arrangement, other than a scheme of arrangement contemplated in Section 7(d)(iv) above, between the Company and its members and/or creditors being proposed in connection with a scheme for the reconstruction or amalgamation of the Company, the Company shall give notice thereof to all Grantees on the same day as it first gives notice of the meeting to its members and/or creditors to consider such a scheme or arrangement and the Grantee may at any time thereafter but before such time as shall be notified by the Company exercise the Option to its full extent or, if the Company shall give the relevant notification, to the extent notified by the Company, and the Company shall as soon as possible and in any event no later than 3 days prior to the date of the proposed meeting, allot, issue and register in the name of the Grantee such number of fully paid Shares which fall to be issued on exercise of such Option.

 

Upon the occurrence of any of the events referred to in Sections 7(d)(iii) to 7(d)(vi), the Company may in its discretion and notwithstanding the terms of the relevant Option also give notice to a Grantee that his Option may be exercised at any time within such period as shall be notified by the Company and/or to the extent (not being less than the extent to which it could then be exercised in accordance with its terms) notified by the Company. If the Company gives such notice that any Option shall be exercised in part only, the balance of the Option shall lapse.

 

(e)                         The Shares to be allotted and issued upon the exercise of an Option will be subject to the provisions of the articles of association of the Company for the time being in force and will rank pari passu with the fully paid Shares in issue as from the date of exercise of the Option and in particular will entitle the holders to participate in all dividends or other distributions paid or made on or after the date of exercise of the Option other than any dividend or other distribution previously declared or recommended or resolved to be paid or made if the record date therefor is before the date of exercise of the Option, provided always that when the date of exercise of the Option falls on a date upon which the register of members of the Company is closed then the exercise of the Option shall become effective on the next available Business Day on which the register of members of the Company is re-opened.

 

(f)                          The Board may at any time, with the mutual consent of the Grantee, cancel Options previously granted to, but not yet exercised by a Grantee. Where the Company cancels Options and offers Options to the same Grantee, the offer of such new Options may only be made with available

 

7



 

Options to the extent not yet granted (excluding the cancelled Options) within the limit as mentioned in Section 9(a) of this Scheme.

 

Section 8 . Lapse of Option. An Option shall lapse automatically (to the extent (A) not already vested in accordance with Section 7(c), and (B) vested but not already exercised) on the earliest of:

 

(a)                        the expiry of the Option Period (subject to the provisions of Section 4(a));

 

(b)                        the expiry of the periods for exercising the Option as referred to in Section 7(d)(i), (iii) or (vi);

 

(c)                         subject to the scheme of arrangement becoming effective, the expiry of the period for exercising the Option referred to in Section 7(d)(iv);

 

(d)                        subject to Section 7(d)(v), the date of commencement of the winding up of the Company;

 

(e)                         the date on which the Grantee commits a breach of Section 7(a);

 

(f)                          the date on which:

 

(i)                                      the Grantee (being an Employee or Director of any member of the Group) ceases to be an employee, an officer or a director by reason of the termination of his employment, appointment or directorship, unless the Board Designee otherwise determines in writing that such unvested Options shall not lapse and will continue to remain valid, such termination notwithstanding;

 

(ii)                                   the Grantee (being an Employee) serves as an employee, director or officer of any other companies that are not a member of the Group, and/or, whether alone or jointly with others, carried on or be concerned or interested, directly or indirectly, whether as shareholder, employee, director, investor, consultant, adviser, partner or agent in any types of business which are in competition with or in opposition to any business of any member of the Group;

 

(iii)                                the Grantee being a Business Associate is under any contract with the Group, such contract is terminated by reason of breach of contract on the part of the Business Associate or the Grantee ceases to be a Business Associate for any other reason; or

 

(iv)                               the Grantee being a Business Associate, appears either to be unable to pay or have no reasonable prospect to be able to pay debts, or has become insolvent, or has made any arrangements or composition with his or her creditors generally, or ceases or threaten to cease to carry on its business, or is wound up, or has an administrator

 

8



 

or liquidator being appointed for the whole or any part of its undertaking or assets; or has been convicted of any criminal offence involving integrity or honesty,

 

(v)                                  unless the Board otherwise determines, and other than in the circumstances referred to in Section 7(d), the date the Grantee ceases to be a Participant (as determined by a Board resolution) for any reason;

 

(g)                         the date on which the Option is cancelled by the Board as provided in Section 7(f); and

 

(h)                        the date on which this Scheme terminates pursuant to Section 4(a).

 

Section 9 . Maximum Number of Shares Subject to Options. (a) The total number of Shares which may be issued upon exercise of Options to be granted under this Scheme shall not exceed in aggregate 41,000,000 Shares.

 

(b)                        The maximum number of Shares referred to in Sections 9(a) may be adjusted upon the occurrence of such events and in such manner as described in Section 10.

 

Section 10 . Reorganization of Capital Structure. (a) In the event of any alteration in the capital structure of the Company by way of capitalization of profits or reserves, rights issue, sub-division or consolidation of Shares or reduction of share capital of the Company, but excluding, for the avoidance of doubt, any alteration in the capital structure of the Company as a result of an issue of Shares or other securities of the Group as consideration in a transaction to which the Company is a party, the Auditors or the financial advisors engaged by the Company for such purpose shall determine what equitable adjustment is required to be made to:

 

(i)                                      the number and type of Shares or other securities subject to any unexercised Option; and/or

 

(ii)                                   the Exercise Price; and/or

 

(iii)                                the method of exercise of the Options,

 

and the Auditors or such financial advisors shall certify in writing to the Board that such adjustments are in their/his opinion fair and reasonable. The capacity of the Auditors or financial advisors in this paragraph is that of experts and not of arbitrators and their certification shall, in the absence of manifest error, be final and binding on the Company and the Grantees. The costs of the Auditors or financial advisors shall be borne by the Company.

 

(b)                        For the avoidance of doubt, following the date on which the Shares first commence trading on a Stock Exchange the events set forth in Section 10(a) above shall include any dividend or other distribution (whether in the form of cash, Shares or other securities), recapitalization, stock split,

 

9



 

reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, issuance of Shares pursuant to the anti-dilution provisions of securities of the Company, or other similar corporate transaction or event affecting the Shares, or of changes in applicable laws, regulations or accounting principles, in each case in respect of which an adjustment is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Scheme.

 

(c)                         Any such adjustments shall give each Participant the same proportion of the equity capital of the Company for which such Participant was entitled to subscribe for prior to such adjustments and any adjustments to the advantage of the Participants to the Exercise Price or to the number of Shares subject to the Options must be approved by the shareholders of the Company in general meeting. No adjustment may be made to the extent that Shares would be issued at less than their nominal value.

 

(d)                        If there has been any alteration in the capital structure of the Company as referred to in Section 10(a), the Company shall, upon receipt of a notice from a Grantee in accordance with Section 7(b), inform the Grantee of such alteration and shall either inform the Grantee of the adjustment to be made in accordance with the certificate of the Auditors or the financial advisors engaged by the Company for such purpose or, if no such certificate has yet been obtained, inform the Grantee of such fact and instruct the Auditors or the financial advisors as soon as practicable thereafter to issue a certificate in that regard in accordance with Section 10(a).

 

Section 11 . Share Capital. The exercise of any Option shall be subject to the shareholders of the Company in general meeting approving any necessary increase in the authorized share capital of the Company. Subject thereto, the Board shall make available sufficient authorized but unissued share capital of the Company to meet subsisting requirements on the exercise of Options.

 

Section 12 . Disputes. Any dispute arising in connection with this Scheme (whether as to the number of Shares the subject of an Option, the amount of the Exercise Price or otherwise) may be determined by the Board, the decision of which shall be final and binding on all parties who may be affected thereby.

 

Section 13 . Alteration of this Scheme. (a) Subject to the terms set out in the paragraph below, the Board may amend any of the provisions of this Scheme (including without limitation amendments in order to comply with changes in legal or regulatory requirements and in order to waive any restrictions, imposed by the provisions of this Scheme) at any time (but not so as to affect adversely any rights which have accrued to any Grantee at that date).

 

10



 

(b)                        Any change to the authority of the Board in relation to any alteration to the terms of this Scheme must be approved by shareholders of the Company in general meeting.

 

Section 14 . Miscellaneous. (a) This Scheme shall not form part of any contract of employment or engagement of services between the Group and any Participant and the rights and obligations of any Participant under the terms of his office, employment or engagement in services shall not be affected by the participation of the Participants in this Scheme or any right which he may have to participate in it and this Scheme shall afford such a Participant no additional rights to compensation or damages in consequence of the termination of such office, employment or engagement for any reason.

 

(b)                        This Scheme shall not confer on any person any legal or equitable right (other than those rights constituting the Options themselves) against the Company directly or indirectly or give rise to any cause of action at law or in equity against the Company.

 

(c)                         The Company shall bear the costs of establishing and administering this Scheme.

 

(d)                        Any notice or other communication between the Company and a Grantee may be sent by prepaid post, by electronic means, or by personal delivery to, in the case of the Company, its principal place of business in the PRC or such other address as notified to the Grantee from time to time and, in the case of the Grantee, his address in the PRC or such other address as notified to the Company from time to time.

 

(e)                         Any notice or other communication served by post:

 

(i)                                      by the Company shall be deemed to have been served 24 hours after the same was put in the post; and

 

(ii)                                   by the Grantee shall not be deemed to have been received until the same shall have been received by the Company.

 

(f)                          Any notice or other communication served by electronic means by the Company or the Grantee shall be deemed to have been served if the sender did not receive a failure of receipt notification.

 

(g)                         All allotments and issues of the Shares will be subject to all necessary consents under any relevant legislation for the time being in force in the PRC, Hong Kong and the Cayman Islands, and a Grantee shall be responsible for obtaining any governmental or other official consent or approval that may be required by any country or jurisdiction in order to permit the grant or exercise of the Option. The Company shall not be responsible for any failure by a Grantee to obtain any such consent or approval or for any tax or other liability to which a Grantee may become subject as a result of his or her participation in this Scheme.

 

11



 

(h)                        This Scheme and all Options granted hereunder shall be governed by and construed in accordance with the laws of the Cayman Islands.

 

12




Exhibit 10.2

 

EXECUTION VERSION

 


 

YINTECH INVESTMENT HOLDING LIMITED

 

 

2014 SHARE OPTION SCHEME 1

 

(approved and adopted by a board resolution passed on 12 February, 2016)

 

(amended and restated effective as of 18 November, 2015)


 


1   Assumed from the Win Yin Financial And Information Service Company Limited (see Explanatory Note on p.1).

 



 

TABLE OF CONTENTS

 


 

 

 

PAGE

 

 

 

Section 1 . Definitions and Interpretation

 

1

Section 2 . Purpose of the Scheme

 

3

Section 3 . Condition

 

3

Section 4 . Duration, Termination and Administration

 

4

Section 5 . Offer and Grant of Options

 

4

Section 6 . Exercise Price

 

5

Section 7 . Exercise of Options

 

5

Section 8 . Lapse of Option

 

8

Section 9 . Maximum Number of Shares Subject to Options

 

9

Section 10 . Reorganization of Capital Structure

 

9

Section 11 . Share Capital

 

10

Section 12 . Disputes

 

10

Section 13 . Alteration of this Scheme

 

10

Section 14 . Miscellaneous

 

11

 



 

Explanatory Note:   In 2015, Yintech Investment Holdings Limited (“ Yintech ”) initiated a series of transactions constituting a reorganization (the “ Reorganization ”), pursuant to which a majority of the People’s Republic of China (the “ PRC ”) subsidiaries of Win Yin Financial And Information Service Company Limited (“ Win Yin ”) became the wholly owned subsidiaries of Shanghai Qian Zhong Su Investment Co., Ltd., Yintech’s wholly owned PRC subsidiary. In connection with the recently completed reorganization,  Yintech has assumed the Win Yin’s 2014 Pre-IPO Share Option Scheme (the “ Scheme ”), which was amended and restated to reflect the intent of the parties to the Reorganization that the Shares issued and outstanding under the Scheme be adjusted to relate to securities of Yintech Investment Holding Limited.  Further, on the Assumption Date and in connection with the Reorganization, Yintech assumed the Scheme and all rights, duties and obligations thereunder.

Section 1 . Definitions and Interpretation. (a) In this Scheme, save where the context otherwise requires, the following expressions have the respective meanings set opposite them:

 

Adoption Date ” being 17 December, 2014, the date on which the Scheme is approved and adopted by a resolution of the shareholders of the Company.

 

Assumption Date ” means 18 November, 2015, the date on which the Scheme was assumed by Yintech Investment Holding Limited.

 

Auditors ” means the auditors for the time being of the Company.

 

Board ” means the board of directors of the Company or a duly authorized committee thereof.

 

Board Designee ” means a member of the Board designated by the Board to make such determinations as are set forth hereunder, provided that no member of the Board shall make any such determination involving any Award held by such Board member.

 

Business Associate ” means any advisors, consultants, distributors, contractors, contract manufacturers, agents, customers, business partners, joint venture business partners, service providers of any member of the Group.

 

Business Day(s) ” means any day on which banks in Hong Kong are open for business and the Stock Exchange is open for business of dealing in securities.

 

Company ” prior to the Assumption Date means Win Yin Financial and Information Service Company Limited, a company incorporated in the Cayman Islands, and on and after the Assumption Date, means Yintech Investment Holding Limited.

 

Director ” means any director (including executive director, non-executive director and independent non-executive director) of any member of the Group from time to time.

 

1



 

Employee ” means any employee or officer of any member of the Group.

 

Exercise Price ” means the price per Share at which a Grantee may subscribe for the Shares on the exercise of an Option as described in Section 6.

 

Fair Market Value ” means the closing price of Share as reported on the principal Stock Exchange grant or other relevant transaction occurs or, if there were no sales on such date, the most recent prior date on which there were sales.

 

Grantee ” means any Participant who accepts an Offer in accordance with the terms of this Scheme, or (where the context so permits) any person who is entitled to any Option in consequence of the death of the original Grantee.

 

Group ” means the Company and its Subsidiaries.

 

Hong Kong ” means the Hong Kong Special Administrative Region of the PRC.

 

Offer ” means the offer of the grant of an Option made in accordance with Section 5.

 

Offer Date ” means the date on which an Offer is made to a Participant.

 

Option(s) ” means a right granted to subscribe for the Shares pursuant to this Scheme.

 

Option Period ” means a period to be notified by the Board to each Grantee in which an Option granted must be exercised ( provided that such period shall not be more than ten years commencing on the Offer Date). The Board may also impose restrictions on the exercise of an Option during the period an Option may be exercised.

 

Participant(s) ” means any Director, Employee or Business Associate who the Board considers, in its sole discretion, has contributed or will contribute to the Group.

 

PRC ” means the People’s Republic of China, for the purposes of this Scheme does not apply to Taiwan, Macau Special Administrative Region and Hong Kong.

 

Scheme ” means this 2014 Share Option Scheme in its present form or as amended from time to time in accordance with the provisions hereof.

 

Share Registrar ” means the share registrar of the Company from time to time.

 

Shares ” means ordinary shares of US$0.001 each in the capital of the Company (or of such other nominal amount as shall result from a sub-division,

 

2



 

consolidation, reclassification or reconstruction of the share capital of the Company from time to time).

 

Stock Exchange ” means any internationally recognized stock exchange.

 

Subsidiar(ies) ” means any entity in which the Company has at any time, directly or indirectly, securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions.

 

US$ ” means United States dollars, the lawful currency of the United States.

 

(b)        In this Scheme, save where the context otherwise requires:

 

(i)            the headings are inserted for convenience only and shall not limit, vary, extend or otherwise affect the construction of any provision of this Scheme;

 

(ii)           references to paragraphs are references to paragraphs of this Scheme;

 

(iii)          references to any statute or statutory provision shall be construed as references to such statute or statutory provision as respectively amended, consolidated or re-enacted, or as its operation is modified by any other statute or statutory provision (whether with or without modification), and shall include any subsidiary legislation enacted under the relevant statute;

 

(iv)          expressions in the singular shall include the plural and vice versa;

 

(v)           expressions in any gender shall include other genders; and

 

(vi)          references to persons shall include bodies corporate, corporations, partnerships, sole proprietorships, organizations, associations, enterprises and branches.

 

Section 2 . Purpose of the Scheme. The purpose of this Scheme is to recognize and reward the contribution of the Participants to the growth and development of the Group and the proposed listing of the Shares on the Stock Exchange.

 

Section 3 . Condition. This Scheme shall take effect subject to the passing of a resolution by the Company shareholders to approve and adopt this Scheme, and to authorize the Board to grant Options to subscribe for the Shares hereunder and to allot, issue and deal with the Shares pursuant to the exercise of any Options granted under this Scheme.

 

3



 

If the condition is not satisfied within 30 days after adoption of the Scheme by the Board, this Scheme and any Options granted under this Scheme shall forthwith lapse and no person shall be entitled to any rights or benefits or be under any obligations under or in respect of the Scheme.

 

Section 4 . Duration, Termination and Administration. (a) Subject to Section 3, this Scheme shall be valid and effective for the period of time commencing on the Adoption Date and expiring on the day immediately prior to the earlier of (i) the date which is ten years after the Adoption Date; or (ii) the Company by resolution of the shareholders, or the Board, may at any time terminates the operation of this Scheme, after which period no further Options will be granted but the provisions of this Scheme shall remain in force to the extent necessary to give effect to the exercise of any Options which are granted during the life of the Scheme or otherwise as may be required in accordance with the provisions of this Scheme.

 

(b)        This Scheme shall be subject to the administration of the Board and the decision of the Board shall be final and binding on all parties. The Board shall have the right (i) to interpret and construe the provisions of the Scheme; (ii) to determine the persons who will be awarded Options under the Scheme, and the number of Options awarded thereto; (iii) to make such appropriate and equitable adjustments to the terms of Options granted under the Scheme as it deems necessary; and (iv) to make such other decisions or determinations as it shall deem appropriate in the administration of the Scheme.

 

(c)        No member of the Board shall be personally liable by reason of any contract or other instrument executed by such member or on his behalf in his capacity as a member of the Board nor for any mistake of judgment made in good faith, and the Company shall indemnify and hold harmless each employee, officer or director of the Company to whom any duty or power relating to the administration or interpretation of the Scheme may be allocated or delegated, against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim with the approval of the Board) arising out of any act or omission to act in connection with the Scheme unless arising out of such person’s own fraud or bad faith.

 

Section 5 . Offer and Grant of Options. (a) On and subject to the terms of this Scheme, the Board shall be entitled at any time during the life of the Scheme to make an Offer to any Participant, as the Board may in its absolute discretion select, to take up Options in respect of such number of Shares as the Board may determine at the Exercise Price. Subject to the terms and conditions of this Scheme, Options may be granted on such terms and conditions in relation to their vesting, exercise or otherwise (e.g. by linking their exercise to the attainment or performance of milestones by any member of the Group, the Grantee or any group of Participants as the Board may determine).

 

(b)        Options shall entitle the Grantee to subscribe for the Shares on the terms set out in this Scheme save that if, at the time the Grantee wishes to

 

4



 

exercise an Option, such exercise of the Option, the issue of the Shares to the Grantee pursuant to the Scheme, the registration of the Grantee as the holder of such Shares, the exercise and enjoyment of the rights attaching to such Shares or the performance of the obligations of the Company or the Grantee under this Scheme, is not permitted by any applicable laws or regulations, the Options shall not entitle the Grantee to subscribe for the Shares.

 

(c)        An Offer shall be made to a Participant in the manner and in such form as the Board may from time to time determine requiring the Participant to undertake to hold the Options on the terms to be granted and to be bound by the provisions of this Scheme.

 

(d)        Any Offer may be accepted in respect of less than the number of Shares to which the offered Option relates.

 

Section 6 . Exercise Price. Subject to Section 10, the Exercise Price shall be USD 0.163 per Share; provided, however, the per Share Exercise Price of Options granted hereunder following the Assumption Date shall be an amount not less the Fair Market Value of a Share on the date of grant.

 

Section 7 . Exercise of Options. (a) An Option shall be personal to the Grantee and shall not be assignable or transferable. No Grantee shall in any way sell, transfer, charge, mortgage, encumber or otherwise dispose of or create any interest (legal or beneficial) in favor of any third party over or in relation to any Option or enter into any agreement so to do, except for (A) the transmission of an Option on the death of the Grantee to his personal representatives(s) according to the terms of this Scheme, or (B) the transfer of any Option to any trustee, acting in its capacity as such trustee, of any trust of which the Grantee is a beneficiary. Any breach of the foregoing by a Grantee shall entitle the Company to cancel any Option granted to such Grantee to the extent not already exercised without incurring any liability on the part of the Company.

 

(b)        A Grantee (or where permitted under Section 7(d)(ii), his legal personal representative(s)) may exercise his Option in whole or in part by giving notice in the form required by the Company stating that the Option is thereby exercised and specifying the number of Shares to be subscribed; and by a payment for the full amount of the aggregate Exercise Price for the Shares in respect of which the notice is given. Within 5 Business Days after receipt of the notice and payment and, where appropriate, receipt of the Auditors’ or financial advisors’ certificate pursuant to Section 10(a), the Company shall allot, and shall instruct the Share Registrar to issue, the relevant Shares to the Grantee (or his personal representatives) credited as fully paid and issue to the Grantee (or his personal representatives) a share certificate in respect of the Shares so allotted.

 

(c)        Except as provided otherwise and subject to the terms and conditions upon which such Option was granted, the vesting period for any Option granted to a Grantee under this Scheme shall be determined by the Board, provided that:

 

5



 

(i)            in the event a Grantee terminates his employment or service on account of other than (A) his incapacitation or death, or (B) on one or more of the grounds of termination of employment, appointment or directorship specified in Section 8(f), all Options that are unvested as of the date of such termination shall lapse, unless the Board Designee otherwise determines in writing that such unvested Options shall not lapse and will continue to remain valid, such termination notwithstanding; and

 

(ii)           in the event a Grantee terminates his employment or service on account of incapacitation or death, such Grantee or his personal representative(s) shall be entitled to immediate vesting for 100% of the Options that remain unvested as of the date of such incapacitation or death.

 

(d)        Subject to (A) the condition specified in Section 3 being fully satisfied, and (B) the terms and conditions on which such Option was granted, Options vested may be exercised by the Grantee at any time during the Option Period, provided that:

 

(i)            in the event specified in Section 7(c)(i), the Grantee shall be entitled to exercise the Option up to the vested entitlement of such Grantee as at the date of such termination (to the extent he is entitled to exercise at the date of termination but not already exercised pursuant to the terms of this Scheme and the terms of grant), failing which it will lapse;

 

(ii)           in the event specified in Section 7(c)(ii), the Grantee or his personal representative(s) shall be entitled to exercise the Option up to the vested entitlement of such Grantee as at the date of such incapacitation or death (to the extent he is entitled to exercise at the date of incapacitation or death but not already exercised), pursuant to the terms of this Scheme and the terms of grant;

 

(iii)          if a general offer by way of voluntary offer, takeover or otherwise (other than by way of scheme of arrangement pursuant to Section 7(d)(iv) below) is made to all the holders of Shares (or all such holders other than the offeror and any person controlled by the offeror and any person acting in association or concert with the offeror) and such offer becomes or is declared unconditional prior to the expiry date of the relevant Option, the Company shall forthwith give notice thereof to the Grantee and the Grantee shall be entitled to exercise the Option to its full extent or, if the Company shall give the relevant notification, to the extent notified by the Company at any time within such period as shall be notified by the Company;

 

(iv)          if a general offer for Shares by way of scheme of arrangement is made to all the holders of Shares and has been approved by the necessary number of holders of Shares at the requisite meetings, the Company shall forthwith give notice thereof to the Grantee and the Grantee may at any time thereafter (but before such time as shall be notified by the Company) exercise the Option to its full extent or, if the Company shall give the relevant notification, to the extent notified by the Company;

 

6



 

(v)           in the event a notice is given by the Company to its shareholders to convene a shareholders’ meeting for the purpose of considering and, if thought fit, approving a resolution to voluntarily wind-up the Company, the Company shall forthwith give notice thereof to the Grantee and the Grantee may at any time thereafter (but before such time as shall be notified by the Company) exercise the Option to its full extent or, if the Company shall give the relevant notification, to the extent notified by the Company, and the Company shall as soon as possible and in any event no later than three days prior to the date of the proposed shareholders’ meeting, allot, issue and register in the name of the Grantee such number of fully paid Shares which fall to be issued on exercise of such Option; and

 

(vi)          in the event of a compromise or arrangement, other than a scheme of arrangement contemplated in Section 7(d)(iv) above, between the Company and its members and/or creditors being proposed in connection with a scheme for the reconstruction or amalgamation of the Company, the Company shall give notice thereof to all Grantees on the same day as it first gives notice of the meeting to its members and/or creditors to consider such a scheme or arrangement and the Grantee may at any time thereafter but before such time as shall be notified by the Company exercise the Option to its full extent or, if the Company shall give the relevant notification, to the extent notified by the Company, and the Company shall as soon as possible and in any event no later than 3 days prior to the date of the proposed meeting, allot, issue and register in the name of the Grantee such number of fully paid Shares which fall to be issued on exercise of such Option.

 

Upon the occurrence of any of the events referred to in Sections 7(d)(iii) to 7(d)(vi), the Company may in its discretion and notwithstanding the terms of the relevant Option also give notice to a Grantee that his Option may be exercised at any time within such period as shall be notified by the Company and/or to the extent (not being less than the extent to which it could then be exercised in accordance with its terms) notified by the Company. If the Company gives such notice that any Option shall be exercised in part only, the balance of the Option shall lapse.

 

(e)        The Shares to be allotted and issued upon the exercise of an Option will be subject to the provisions of the articles of association of the Company for the time being in force and will rank pari passu with the fully paid Shares in issue as from the date of exercise of the Option and in particular will entitle the holders to participate in all dividends or other distributions paid or made on or after the date of exercise of the Option other than any dividend or other distribution previously declared or recommended or resolved to be paid or made if the record date therefor is before the date of exercise of the Option, provided always that when the date of exercise of the Option falls on a date upon which the register of members of the Company is closed then the exercise of the Option shall become effective on the next available Business Day on which the register of members of the Company is re-opened.

 

7



 

(f)        The Board may at any time, with the mutual consent of the Grantee, cancel Options previously granted to, but not yet exercised by a Grantee. Where the Company cancels Options and offers Options to the same Grantee, the offer of such new Options may only be made with available Options to the extent not yet granted (excluding the cancelled Options) within the limit as mentioned in Section 9(a) of this Scheme.

 

Section 8 . Lapse of Option. An Option shall lapse automatically (to the extent (A) not already vested in accordance with Section 7(c), and (B) vested but not already exercised) on the earliest of:

 

(a)        the expiry of the Option Period (subject to the provisions of Section 4(a));

 

(b)        the expiry of the periods for exercising the Option as referred to in Section 7(d)(i), (iii) or (vi);

 

(c)        subject to the scheme of arrangement becoming effective, the expiry of the period for exercising the Option referred to in Section 7(d)(iv);

 

(d)        subject to Section 7(d)(v), the date of commencement of the winding up of the Company;

 

(e)        the date on which the Grantee commits a breach of Section 7(a);

 

(f)        the date on which:

 

(i)            the Grantee (being an Employee or Director of any member of the Group) ceases to be an employee, an officer or a director by reason of the termination of his employment, appointment or directorship, unless the Board Designee otherwise determines in writing that such unvested Options shall not lapse and will continue to remain valid, such termination notwithstanding;

 

(ii)           the Grantee (being an Employee) serves as an employee, director or officer of any other companies that are not a member of the Group, and/or, whether alone or jointly with others, carried on or be concerned or interested, directly or indirectly, whether as shareholder, employee, director, investor, consultant, adviser, partner or agent in any types of business which are in competition with or in opposition to any business of any member of the Group;

 

(iii)          the Grantee being a Business Associate is under any contract with the Group, such contract is terminated by reason of breach of contract on the part of the Business Associate or the Grantee ceases to be a Business Associate for any other reason; or

 

8


 

(iv)                               the Grantee being a Business Associate, appears either to be unable to pay or have no reasonable prospect to be able to pay debts, or has become insolvent, or has made any arrangements or composition with his or her creditors generally, or ceases or threaten to cease to carry on its business, or is wound up, or has an administrator or liquidator being appointed for the whole or any part of its undertaking or assets; or has been convicted of any criminal offence involving integrity or honesty,

 

(v)                                  unless the Board otherwise determines, and other than in the circumstances referred to in Section 7(d), the date the Grantee ceases to be a Participant (as determined by a Board resolution) for any reason;

 

(g)                         the date on which the Option is cancelled by the Board as provided in Section 7(f); and

 

(h)                        the date on which this Scheme terminates pursuant to Section 4(a).

 

Section 9 . Maximum Number of Shares Subject to Options. (a) The total number of Shares which may be issued upon exercise of Options to be granted under this Scheme shall not exceed in aggregate 50,000,000 Shares; provided, that subject to the approval of the shareholders of the Company, such total number of Shares which may be issued hereunder following the Assumption Date shall not exceed in the aggregate 80,000,000 Shares.

 

(b)                        The maximum number of Shares referred to in Section 9(a) may be adjusted upon the occurrence of such events and in such manner as described in Section 10.

 

Section 10 . Reorganization of Capital Structure. (a) In the event of any alteration in the capital structure of the Company by way of capitalization of profits or reserves, rights issue, sub-division or consolidation of Shares or reduction of share capital of the Company, but excluding, for the avoidance of doubt, any alteration in the capital structure of the Company as a result of an issue of Shares or other securities of the Group as consideration in a transaction to which the Company is a party, the Auditors or the financial advisors engaged by the Company for such purpose shall determine what equitable adjustment is required to be made to:

 

(i)                                      the number and type of Shares or other securities subject to any unexercised Option; and/or

 

(ii)                                   the Exercise Price; and/or

 

(iii)                                the method of exercise of the Options,

 

and the Auditors or such financial advisors shall certify in writing to the Board that such adjustments are in their/his opinion fair and reasonable. The capacity of the Auditors or financial advisors in this paragraph is that of experts and not

 

9



 

of arbitrators and their certification shall, in the absence of manifest error, be final and binding on the Company and the Grantees. The costs of the Auditors or financial advisors shall be borne by the Company.

 

(b)                        For the avoidance of doubt, following the date on which the Shares first commence trading on a Stock Exchange the events set forth in Section 10(a) above shall include any dividend or other distribution (whether in the form of cash, Shares or other securities), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, issuance of Shares pursuant to the anti-dilution provisions of securities of the Company, or other similar corporate transaction or event affecting the Shares, or of changes in applicable laws, regulations or accounting principles, in each case in respect of which an adjustment is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Scheme.

 

(c)                         Any such adjustments shall give each Participant the same proportion of the equity capital of the Company for which such Participant was entitled to subscribe for prior to such adjustments and any adjustments to the advantage of the Participants to the Exercise Price or to the number of Shares subject to the Options must be approved by the shareholders of the Company in general meeting. No adjustment may be made to the extent that Shares would be issued at less than their nominal value.

 

(d)                        If there has been any alteration in the capital structure of the Company as referred to in Section 10(a), the Company shall, upon receipt of a notice from a Grantee in accordance with Section 7(b), inform the Grantee of such alteration and shall either inform the Grantee of the adjustment to be made in accordance with the certificate of the Auditors or the financial advisors engaged by the Company for such purpose or, if no such certificate has yet been obtained, inform the Grantee of such fact and instruct the Auditors or the financial advisors as soon as practicable thereafter to issue a certificate in that regard in accordance with Section 10(a).

 

Section 11 . Share Capital. The exercise of any Option shall be subject to the shareholders of the Company in general meeting approving any necessary increase in the authorized share capital of the Company. Subject thereto, the Board shall make available sufficient authorized but unissued share capital of the Company to meet subsisting requirements on the exercise of Options.

 

Section 12 . Disputes. Any dispute arising in connection with this Scheme (whether as to the number of Shares the subject of an Option, the amount of the Exercise Price or otherwise) may be determined by the Board, the decision of which shall be final and binding on all parties who may be affected thereby.

 

Section 13 . Alteration of this Scheme. (a) Subject to the terms set out in the paragraph below, the Board may amend any of the provisions of this

 

10



 

Scheme (including without limitation amendments in order to comply with changes in legal or regulatory requirements and in order to waive any restrictions, imposed by the provisions of this Scheme) at any time (but not so as to affect adversely any rights which have accrued to any Grantee at that date).

 

(b)                        Any change to the authority of the Board in relation to any alteration to the terms of this Scheme must be approved by shareholders of the Company in general meeting.

 

Section 14 . Miscellaneous. (a) This Scheme shall not form part of any contract of employment or engagement of services between the Group and any Participant and the rights and obligations of any Participant under the terms of his office, employment or engagement in services shall not be affected by the participation of the Participants in this Scheme or any right which he may have to participate in it and this Scheme shall afford such a Participant no additional rights to compensation or damages in consequence of the termination of such office, employment or engagement for any reason.

 

(b)                        This Scheme shall not confer on any person any legal or equitable right (other than those rights constituting the Options themselves) against the Company directly or indirectly or give rise to any cause of action at law or in equity against the Company.

 

(c)                         The Company shall bear the costs of establishing and administering this Scheme.

 

(d)                        Any notice or other communication between the Company and a Grantee may be sent by prepaid post, by electronic means, or by personal delivery to, in the case of the Company, its principal place of business in the PRC or such other address as notified to the Grantee from time to time and, in the case of the Grantee, his address in the PRC or such other address as notified to the Company from time to time.

 

(e)                         Any notice or other communication served by post:

 

(i)                                      by the Company shall be deemed to have been served 24 hours after the same was put in the post; and

 

(ii)                                   by the Grantee shall not be deemed to have been received until the same shall have been received by the Company.

 

(f)                          Any notice or other communication served by electronic means by the Company or the Grantee shall be deemed to have been served if the sender did not receive a failure of receipt notification.

 

(g)                         All allotments and issues of the Shares will be subject to all necessary consents under any relevant legislation for the time being in force in the PRC, Hong Kong and the Cayman Islands, and a Grantee shall be responsible for obtaining any governmental or other official consent or approval that may be required by any country or jurisdiction in order to permit

 

11



 

the grant or exercise of the Option. The Company shall not be responsible for any failure by a Grantee to obtain any such consent or approval or for any tax or other liability to which a Grantee may become subject as a result of his or her participation in this Scheme.

 

(h)                        This Scheme and all Options granted hereunder shall be governed by and construed in accordance with the laws of the Cayman Islands.

 

12




Exhibit 10.3

 

EXECUTION VERSION

 


 

YINTECH INVESTMENT HOLDINGS LIMITED

 

 

PRE-IPO RESTRICTED SHARE UNIT SCHEME 1

 

(approved and adopted by a board resolution passed on 12 February, 2016)

 

(amended and restated as of 11 November, 2015)

 


 


1    Assumed from Win Yin Financial And Information Service Company Limited (see Explanatory Note on p. 1).

 



 

Table of Contents

 

 

 

 

 

Page

 

 

 

 

 

1.

 

DEFINITIONS AND INTERPRETATION

 

1

 

 

 

 

 

2.

 

PURPOSES AND OBJECTIVES OF THIS SCHEME

 

3

 

 

 

 

 

3.

 

CONDITIONS

 

3

 

 

 

 

 

4.

 

SIZE OF THIS SCHEME

 

3

 

 

 

 

 

5.

 

DURATION AND ADMINISTRATION OF THIS SCHEME

 

3

 

 

 

 

 

6.

 

GRANT OF AWARDS

 

4

 

 

 

 

 

7.

 

VESTING OF AWARDS

 

5

 

 

 

 

 

8.

 

ACCELERATION OF VESTING

 

6

 

 

 

 

 

9.

 

LAPSE OF AWARDS

 

7

 

 

 

 

 

10.

 

CANCELLATION OF AWARDS

 

7

 

 

 

 

 

11.

 

RIGHTS ATTACHED TO AWARDS AND SHARES

 

8

 

 

 

 

 

12.

 

ASSIGNMENT OF AWARDS

 

8

 

 

 

 

 

13.

 

REORGANIZATION OF CAPITAL STRUCTURE

 

8

 

 

 

 

 

14.

 

DISPUTES

 

9

 

 

 

 

 

15.

 

ALTERATION OR AMENDMENT OF THIS SCHEME

 

9

 

 

 

 

 

16.

 

TERMINATION

 

9

 

 

 

 

 

17.

 

MISCELLANEOUS

 

9

 

 

 

 

 

18.

 

GOVERNING LAW

 

10

 

i



 

Explanatory Note :  In 2015, Yintech Investment Holdings Limited (“ Yintech ”) initiated a series of transactions constituting a reorganization (the “ Reorganization ”), pursuant to which a majority of the People’s Republic of China (the “ PRC ”) subsidiaries of Win Yin Financial And Information Service Company Limited (“ Win Yin ”) became the wholly owned subsidiaries of Shanghai Qian Zhong Su Investment Co., Ltd., Yintech’s wholly owned PRC subsidiary. In connection with the recently completed reorganization,  Yintech has assumed the Win Yin’s Pre-IPO Restricted Share Unit Scheme (the “ Scheme ”), which was amended and restated to reflect the intent of the parties to the Reorganization that the RSUs issued and outstanding under the Scheme be adjusted to relate to securities of Yintech Investment Holding Limited.  Further, on the Assumption Date and in connection with the Reorganization, Yintech assumed the Scheme and all rights, duties and obligations thereunder.

 

DEFINITIONS AND INTERPRETATION

 

1.1                                In this Scheme, save where the context otherwise requires, the following expressions have the respective meanings set opposite to them:

 

“Adoption Date”

 

means 13 January, 2015, the date on which this Scheme is duly approved and adopted by a resolution of the Shareholders of the Company;

 

 

 

“Articles”

 

means the memorandum and articles of association of the Company as amended from time to time;

 

 

 

“Assumption Date”

 

means 18 November, 2015, the date on which the Scheme was assumed by Yintech Investment Holding Limited;

 

 

 

Auditors

 

means the auditors for the time being of the Company;

 

 

 

“Award(s)”

 

means award(s) of RSUs granted to a Grantee pursuant to this Scheme;

 

 

 

“Board”

 

means the board of directors of the Company;

 

 

 

Board Designee

 

means a member of the Board designated by the Board to make such determinations as are set forth hereunder, provided that no member of the Board shall make any such determination involving any Award held by such Board member.

 

 

 

Business Associate

 

means any advisors, consultants, distributors, contractors, contract manufacturers, agents, customers, business partners, joint venture business partners or service providers of any member of the Group;

 

 

 

“Company”

 

prior to the Assumption Date, means Win Yin Financial and Information Service Company Limited, an exempted company incorporated on November 18, 2013 and existing under the laws of Cayman Islands with limited liability, and on and after the Assumption Date means Yintech Investment Holdings Limited;

 

 

 

Director

 

means any director (including executive director, non-executive director and independent non-executive director) of any member of the Group from time to time;

 

 

 

“Eligible Person(s)”

 

means any Director, Employee or Business Associate who the Board considers, in its sole discretion, has contributed or will contribute to the Group;

 

 

 

Employee

 

means any employee or officer of any member of the Group;

 

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“Grantee(s)”

 

means the Selected Person(s) who have accepted the grant(s) of Award(s) by the Board pursuant to this Scheme;

 

 

 

“Group”

 

the Company and its Subsidiaries;

 

 

 

“PRC”

 

means the People’s Republic of China, except where the context requires, references in this Scheme to “PRC” do not apply to Taiwan, the Macau Special Administrative Region and the Hong Kong Special Administrative Region;

 

 

 

“RSU(s)”

 

means restricted share unit(s), a contingent right to receive either Share(s) or an equivalent value in cash with reference to the market value of the Share(s) on or about the date of vesting, as determined by the Board in its sole discretion;

 

 

 

“RSU Trustee”

 

means a professional trustee, who is an independent third party, appointed by the Board to assist with the administration and vesting of Awards granted pursuant to this Scheme;

 

 

 

“Selected Person(s)”

 

means Eligible Person(s) selected by the Board to receive the Award(s) under the Scheme at its discretion;

 

 

 

“Scheme”

 

means this Pre-IPO Restricted Share Unit Scheme in its present or any amended form;

 

 

 

“Shareholder”

 

means a holder of shares of the Company;

 

 

 

“Shares”

 

means ordinary shares of US$0.0001 each in the capital of the Company (or of such other nominal amount as shall result from a sub-division, consolidation, reclassification or reconstruction of the share capital of the Company from time to time).

 

 

 

“Subsidiary(ies)”

 

means any entity in which the Company has at any time, directly or indirectly, securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar function.

 

 

 

“Vesting”

 

means, in relation to an Award, upon fulfillment of the vesting schedule and vesting criteria (if any), a Grantee becoming entitled to have the rights attached to the Shares pursuant to this Scheme. The terms “ vest ”, “vesting” and “ vested ” shall be constructed accordingly.

 

1.2                                Construction of References

 

In this Scheme:

 

(i)                                      any reference to a section is a reference to a section of this Scheme;

 

(ii)                                   any reference to any statute or statutory provision shall be construed as a reference to such statute or statutory provision as respectively amended, consolidated or re-enacted from time to time, or as its operation is modified by any other statute or statutory provision (whether with or without modification) from time to time, and shall include any subsidiary legislation enacted under the relevant statute; and

 

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(iii)                                any reference to a person includes an individual, a body corporate, a partnership, other unincorporated body or association of persons and any state or state agency.

 

1.3                                Interpretation

 

In this Scheme:

 

(i)                                      words importing the plural include the singular and vice versa; and

 

(ii)                                   words importing a gender include every gender.

 

1.4                                Headings

 

The headings are inserted for convenience only and shall not limit, vary, extend or otherwise affect the construction of any provision of this Scheme.

 

2.                                       PURPOSES AND OBJECTIVES OF THIS SCHEME

 

2.1                                The specific objective of this Scheme is to reward the Grantees for their services and contribution to the success of the Group, and to provide incentives to them to further contribute to the Group.

 

2.2                                These rules serve to set out the terms and conditions upon which the incentive arrangements for the Grantees shall operate.

 

3.                                       CONDITIONS

 

3.1                                This Scheme shall be subject to the passing by the shareholder(s) of the Company of a resolution to approve the adoption of this Scheme and to authorize the Board to grant the Award(s) under this Scheme and to allot and issue, procure the transfer of, and otherwise deal with the Shares in connection with the Scheme.

 

4.                                       SIZE OF THIS SCHEME

 

4.1                                Unless otherwise duly approved by the shareholders of the Company, the Shares in aggregate underlying all Awards under this Scheme shall not exceed 12,000,000 Shares (the “ RSU Limit ”); provided, that subject to the approval of the shareholders of the Company, following the Assumption Date the RSU Limit shall not exceed 20,000,000 Shares.

 

4.2                                The RSU Limit may be adjusted upon the occurrence of such events and in such manner as described in Section 13.

 

5.                                       DURATION AND ADMINISTRATION OF THIS SCHEME

 

5.1                                Subject to the fulfillment of the conditions in Section 3.1 and Section 15, this Scheme shall be valid and effective for a term of 10 years commencing on the Adoption Date (the “ Scheme Period ”), after which period no further Awards shall be granted or accepted, but the provisions of this Scheme shall remain in full force and effect in order to give effect to the vesting of Awards granted and accepted prior to the expiration of the Scheme Period.

 

5.2                                This Scheme shall be subject to the administration of the Board in accordance with the rules of this Scheme.  The Board has the power to construe and interpret the rules of this Scheme and the terms of the Awards granted hereunder. Any decision of the Board made in accordance with the rules of this Scheme shall be final and binding, provided in each case that such decision is made in accordance with the Articles and any applicable laws.

 

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5.3                                The Board may delegate the authority to administer this Scheme to any one or more Directors.

 

5.4                                The Board will appoint the RSU Trustee to administer the granting and vesting of Awards granted to the Grantees pursuant to this Scheme. Subject to compliance with the laws of the Cayman Islands and the Articles, the Company shall provide such assistance as may be appropriate or necessary to enable the RSU Trustee to satisfy its obligations in connection with the administration and vesting of Awards granted to the Grantees pursuant to this Scheme.

 

No member of the Board shall be personally liable by reason of any contract or other instrument executed by such member or on his behalf in his capacity as a member of the Board nor for any mistake of judgment made in good faith, and the Company shall indemnify and hold harmless each employee, officer or director of the Company to whom any duty or power relating to the administration or interpretation of the Scheme may be allocated or delegated, against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim with the approval of the Board) arising out of any act or omission to act in connection with the Scheme unless arising out of such person’s own fraud or bad faith.

 

6.                                       GRANT OF AWARDS

 

6.1                                On and subject to the rules of this Scheme and all applicable laws and other regulations,

 

(i)                                      the Board may, within the Scheme Period, determine the Selected Persons to participate in this Scheme. Unless being so selected, no person shall be entitled to participate in this Scheme. The Board has full discretion to determine, from time to time, the basis of eligibility of any Selected Person for participation in this Scheme and the grant of Awards on the basis of their contribution to the development of the Group or any other factors as the Board deems appropriate.

 

(ii)                                   the Board shall, after the selection process, inform the RSU Trustee of the name(s) of the Selected Person(s), the number of Shares underlying the Award(s) to be granted to each of the Selected Person (s), the vesting schedule of the Award(s) and other terms and conditions (if any) that the Award(s) are subject to as determined by the Board.

 

(iii)                                Subject to limitations and conditions of this Scheme, the RSU Trustee (upon receipt of the notification from the Board) or the Board shall grant to each of the Selected Persons an offer of grant of Award(s) by way of a letter (the “ Grant Letter ”), subject to the conditions that the Board thinks fit.

 

The Grant Letter shall, among other things, address the following matters:

 

(a)          the Selected Person’s name;

 

(b)          the manner of acceptance of the Award(s) specified in the Grant Letter;

 

(c)           the last date for acceptance by the Selected Person;

 

(d)          the number of Shares underlying the Award;

 

(e)           the vesting schedule and vesting criteria (if any); and

 

(f)            other terms and conditions that the Board may determine at its discretion.

 

The Grant Letter shall attach an acceptance notice (the “ Acceptance Notice ”).

 

(iv)                               If the Selected Person accepts the offer of grant of Award(s) by signing the Grant Letter, he is required to sign the Acceptance Notice and return it to the Company within the time period and in a manner prescribed in the Grant Letter. Upon the

 

4



 

receipt from the Selected Person of a duly executed Acceptance Notice, the Award(s) is granted to the Selected Person, who becomes a Grantee in this Scheme.

 

(v)                                  To the extent that the offer of grant of an Award is not accepted by the Selected Person within the time period or in a manner prescribed in the Grant Letter, it shall be deemed that such offer has been irrevocably declined and thus the grant has immediately lapsed.

 

(vi)                               The Board shall not grant any Award to any Selected Person in any of the following circumstances:

 

(a)          the requisite approvals for such grant from any applicable regulatory authorities have not been obtained;

 

(b)          the securities laws or regulations require that a prospectus or other offering documents be issued in respect of the grant of Award(s) or in respect of this Scheme, unless the Board determines otherwise;

 

(c)           the grant would result in a breach by the Group or any of its directors or senior management of any applicable laws, regulations or rules; or

 

(d)          the grant would result in breach of the RSU Limit (as set out in Section 4.1 above) or other rules of this Scheme.

 

(vii)                            the Grantee(s) shall not be required to bear or pay any price or fee for the grant of Award(s).

 

7.                                       VESTING OF AWARDS

 

7.1                                The Board has the sole discretion to determine the vesting schedule and vesting criteria (if any) for any grant of Award(s) to any Grantee, which may also be adjusted and re-determined by the Board from time to time.

 

7.2                                The RSU Trustee shall administer the vesting of Awards granted to each Grantee pursuant to the vesting schedule and vesting criteria (if any) determined by the Board.

 

7.3                                Upon fulfillment or waive of the vesting period and vesting criteria (if any) applicable to each of the Grantees, a vesting notice (the “ Vesting Notice ”) will be sent to the Grantee by the Board or by the RSU Trustee under the authorization and instruction by the Board confirming (a) the extent to which the vesting period and vesting criteria (if any) have been fulfilled or waived and (b) the number of Shares (and, if applicable, the cash or non-cash income, dividends or distributions and/or the sale proceeds of non-cash and non-scrip distributions in respect of these Shares) or the amount of cash the Grantee will receive.

 

7.4                                The Grantee may be required to execute, after receiving the Vesting Notice, certain documents set out in the Vesting Notice that the Board considers necessary (which may include, without limitation, a certification to the Group that he has complied with all the terms and conditions set out in this Scheme and the Grant Letter).

 

7.5                                Subject to the execution of documents (if any) by the Grantee set out in Section 7.4 above, the Board may decide at its sole discretion to:

 

(i)                                      direct and procure the RSU Trustee to transfer the Shares underlying the Award(s) (and, if applicable, the cash or non-cash income, dividends or distributions and/or the

 

5



 

sale proceeds of non-cash and non-scrip distributions in respect of these Shares) to the Grantee or its wholly owned entity; or

 

(ii)                                   pay, or direct and procure the RSU Trustee to pay, to the Grantee in cash an amount which is equivalent to the value of the Shares (and, if applicable, the cash or non-cash income, dividends or distributions and/or the sale proceeds of non-cash and non-scrip distributions in respect of these Shares) set out in Section 7.5(i) above.

 

Unless otherwise determined by the Board, in the event that the Grantee fails to execute the required documents (if any) within the time period set out in the Vesting Notice, the vested Shares will lapse.

 

8.                                       ACCELERATION OF VESTING

 

The Board has the sole discretion to determine, at any time, to accelerate the vesting of any Award granted to any Grantee for various considerations.

 

Rights on a Takeover

 

8.1                                In the event a general offer by way of takeover, merger or otherwise in a like manner (other than by way of scheme of arrangement pursuant to Section 8.2 below) is made to all the shareholders of the Company (or shareholders other than the offeror and/or any person controlled by the offeror and/or any person acting in association or concert with the offeror) and the general offer to acquire the Shares is approved and the offer becomes or is declared unconditional in all respects prior to the vesting, the Award(s) of the Grantee will vest immediately to be extent specified in a notice given by the Company.

 

Rights on a Scheme of Arrangement

 

8.2                                In the event a general offer for Shares by way of scheme of arrangement is made by any person to all the shareholders of the Company and has been approved by the necessary number of shareholders at the requisite meetings prior to the vesting, the Award(s) of the Grantee will vest immediately to be extent specified in a notice given by the Company.

 

Rights on a Compromise or Arrangement

 

8.3                                If a compromise or arrangement between the Company and its shareholders or creditors is proposed in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies and a notice is given by the Company to its shareholders to convene a general meeting to consider and if thought fit approve such compromise or arrangement prior to the vesting, the Award(s) of the Grantee will vest immediately to be extent specified in a notice given by the Company.

 

Rights on a Voluntarily Winding-up

 

8.4                                In the event that an effective resolution is passed during the Scheme Period for voluntarily winding-up of the Company (other than for the purposes of a reconstruction, amalgamation or scheme of arrangement as set out above) prior to the vesting, the Award(s) of the Grantee will vest immediately to be extent specified in a notice given by the Company provided that all unexercised Awards must be exercised and effected by no later than one business day before the day of the proposed general meeting to be convened for the purpose of considering, and if thought fit, approving a resolution to voluntarily wind-up the Company (or to pass written resolutions of the shareholders to the same effect).

 

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9.                                       LAPSE OF AWARDS

 

9.1                                Without prejudice to other rules under this Scheme, an unvested Award will automatically lapse immediately on the date on which:

 

(i)                                      the Grantee (being an Employee or Director of any member of the Group) ceases to be an employee, an officer or a director by reason of the termination of his employment, appointment or directorship, unless the Board Designee otherwise determines in writing that such unvested Options shall not lapse and will continue to remain valid, such termination notwithstanding;

 

(ii)                                   the Grantee (being an Employee) serves as an employee, director or officer of any other companies that are not a member of the Group, and/or, whether alone or jointly with others, carried on or be concerned or interested, directly or indirectly, whether as shareholder, employee, director, investor, consultant, adviser, partner or agent in any types of business which are in competition with or in opposition to any business of any member of the Group;

 

(iii)                                the Grantee being a Business Associate is under any contract with the Group, such contract is terminated by reason of breach of contract on the part of the Business Associate or the Grantee ceases to be a Business Associate for any other reason; or

 

(iv)                               the Grantee being a Business Associate, appears either to be unable to pay or have no reasonable prospect to be able to pay debts, or has become insolvent, or has made any arrangements or composition with his or her creditors generally, or ceases or threaten to cease to carry on its business, or is wound up, or has an administrator or liquidator being appointed for the whole or any part of its undertaking or assets; or has been convicted of any criminal offence involving integrity or honesty,

 

(v)                                  unless the Board otherwise determines, and other than in the circumstances referred to in Section 9.2 , the date the Grantee ceases to be a Eligible Person as determined by the Board for any reason;

 

(vi)                               the Grantee makes any attempt or takes any action to sell, transfer, assign, charge, mortgage, encumber, hedge or create any interest in favor of any other person over or in relation to any Shares underlying the granted Awards or any interests or benefits in relation to the Awards; and

 

(vii)                            subject to Section 8.4, the Company commences winding-up.

 

9.2                                In the event that a Grantee terminates his employment or service on account of incapacitation or death, such Grantee or his personal representative(s) shall be entitled to immediate vesting for 100% of the Awards that remain unvested as of the date of such incapacitation or death.

 

10.                                CANCELLATION OF AWARDS

 

10.1                         The Board may at its sole discretion cancel any Award that has not vested or lapsed, provided that:

 

(i)                                      the Company or its appointees pay to the Grantee an amount equal to the fair value of the Award at the date of the cancellation as determined by the Board, after consultation with an independent financial adviser appointed by the Board;

 

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(ii)                                   the Company or its appointees provides to the Grantee a replacement Award of equivalent value to the Award to be cancelled; or

 

(iii)                                the Board makes any arrangement as the Grantee may agree in order to compensate him for the cancellation of the Award.

 

11.                                RIGHTS ATTACHED TO AWARDS AND SHARES

 

11.1                         A Grantee does not have any contingent interest in any Shares underlying an Award unless and until these Shares are actually transferred to the Grantee from the RSU Trustee. Furthermore, a Grantee may not exercise any voting right in respect of the Shares underlying the Award and, unless otherwise specified by the Board in its sole discretion in the Grant Letter to the Grantee, nor do they have any rights to any cash or non-cash income, dividends or distributions and/or the sale proceeds of non-cash and non-scrip distributions from any Shares underlying the Award.

 

11.2                         Any Shares transferred to a Grantee in respect of any Award shall be subject to the provisions of the Articles and will rank pari passu with the fully paid Shares in issue on the date of the transfer or, if that date falls on a day when the register of members of the Company is closed, the first day of the reopening of the register of members, and accordingly will entitle the holders to participate in all dividends or other distributions paid or made on or after the date of transfer or, if that date falls on a day when the register of members of the Company closed, the first day of the reopening of the register of members.

 

12.                                ASSIGNMENT OF AWARDS

 

12.1                         Awards granted pursuant to this Scheme shall be personal to each Grantee and shall not be assignable or transferrable, except for (i) the transmission of an Award on the death of the Grantee to his personal representatives(s) according to the terms of this Scheme, or (B) the transfer of any Award to any trustee, acting in its capacity as such trustee, of any trust of which the Grantee is a beneficiary. Subject to the above, the Grantees are prohibited from selling, transferring, assigning, charging, mortgaging, encumbering, hedging or creating any interest in favor of any other person over or in relation to any property held by the RSU Trustee on trust for the Grantees, Awards or any interest or benefits therein.

 

13.                                REORGANIZATION OF CAPITAL STRUCTURE

 

13.1                         In the event of an alteration in the capital structure of the Company whilst any RSU has not vested by way of capitalization of profits or reserves, bonus issue, rights issue, open offer, subdivision or consolidation of shares, reduction of the share capital of the Company or otherwise howsoever in accordance with legal requirements and requirements of any stock exchange (other than an issue of Shares as consideration in respect of a transaction to which the Company or any Subsidiary is a party or in connection with any share option, restricted share or other equity incentive schemes of the Group) or in the event of any distribution of the Company’s capital assets to its shareholders on a pro rata basis (whether in cash or in specie) (other than dividends paid out of the net profits attributable to its shareholders for each financial year of the Company), such corresponding alterations (if any) shall be made to the number or nominal amount and type of Shares (or other securities) subject to the RSU so far as unvested as the Auditors or an independent financial adviser approved by the Company shall certify in writing, either generally or as regard any particular Grantee, to have in their opinion, fairly and reasonably satisfied the requirement that such adjustments give a Grantee the same proportion (or rights in respect of the same proportion) of the share capital of the Company as that to which that Grantee was previously entitled. The capacity of the Auditors or the approved independent financial adviser in this section is that of experts and not of arbitrators and their certification shall, in absence of manifest error, be final and binding on

 

8



 

the Company and the Grantees. The costs of the Auditors or the approved independent financial adviser shall be borne by the Company.

 

13.2                         For the avoidance of doubt, following the date on which the Shares first commence trading on a Stock Exchange the events set forth in Section 13.1 shall include any dividend or other distribution (whether in the form of cash, Shares or other securities), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, issuance of Shares pursuant to the anti-dilution provisions of securities of the Company, or other similar corporate transaction or event affecting the Shares, or of changes in applicable laws, regulations or accounting principles, in each case in respect of which an adjustment is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Scheme.

 

14.                                DISPUTES

 

Any dispute arising in connection with this Scheme shall be referred to the determination or interpretation of the Board who shall act as experts and not as arbitrators and whose decision shall be final and binding.

 

15.                                ALTERATION OR AMENDMENT OF THIS SCHEME

 

The terms of this Scheme may be altered, amended or waived in any respect by the Board provided that such alteration, amendment or waiver shall not affect any subsisting rights of any Grantee hereunder. Any alteration, amendment or waiver to the Scheme of a material nature shall be approved by the shareholders of the Company. The Board shall have the right to determine whether any proposed alteration, amendment or waiver is material and such determination shall be conclusive.

 

16.                                TERMINATION

 

This Scheme may be terminated at any time prior to the expiry of the Scheme Period by the Board provided that such termination shall not affect any subsisting rights of any Grantee hereunder.  For the avoidance of doubt, no further Awards shall be granted after this Scheme is terminated but in all other respects the provisions of this Scheme shall remain in full force and effect.  No further Award shall be granted after such termination; however, all Awards granted prior to such termination and not vested on the date of termination shall remain valid. In such event, the Board shall notify the RSU Trustee and all Grantees of such termination and how the Shares held by the RSU Trustee on trust and other interests or benefits in relation to the outstanding Awards shall be dealt with.

 

17.                                MISCELLANEOUS

 

17.1                         The Company shall bear the costs of establishing and administering this Scheme. For the avoidance of doubt, the Company shall not be liable for any tax, duty, expense or liability that the Grantee(s) is subject to as a result of his participation in this Scheme, including any sale, purchase, vesting or transfer of the Shares hereunder.

 

17.2                         A Grantee shall be responsible for obtaining any governmental or other official consent or complying with other form(s) of legal, regulatory or judicial requirements that may be required by any country or jurisdiction in order to permit the vesting of his Award. The Company shall not be responsible for any failure by a Grantee to obtain any such consent or for any tax or other liability to which a Grantee may become subject as a result of his participation in this Scheme or the vesting of any Award.

 

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17.3                         Any notice or other communication between any of the Board or the RSU Trustee, and the Grantee(s) shall be given by prepaid post or hand delivery to the respective address as notified from time to time.

 

17.4                         Any notice or other communication shall:

 

(i)                                      if served by the Board or the RSU Trustee by post, be deemed to have been served 24 hours after it was put in the post or, if delivered by hand, be deemed to be served when delivered; and

 

(ii)                                   if served by the Grantee(s), be deemed to have been served when it is actually received by the Board or the RSU Trustee.

 

17.5                         This Scheme shall not confer, directly or indirectly, on any person any legal or equitable rights (other than those constituting the Award(s) themselves) or give rise to any cause of action at law or in equity against the company.

 

17.6                         This Scheme shall not form part of any contract of employment or for services between any member of the Group and any Grantee, and the rights and obligations of any Grantee under the terms of his office or employment or provision of service shall not be affected by his participation in this Scheme or any right he may have to participate in it and this Scheme shall afford such Grantee no additional rights to compensation or damages in consequence of the termination of such office or employment or provision of service for any reason.

 

17.7                         The grant of an Award on a particular basis in any year does not create any right to or expectation of the grant of Awards on the same basis, or at all, in any future year.  Participation in this Scheme does not imply any right to participate, or to be considered for participation in any later operation of this Scheme. Subject to any applicable legislative requirement, any Award will not be regarded as remuneration for pension purposes or for the purposes of calculating payments on termination of employment. By accepting an Award, a Grantee shall be deemed irrevocably to have waived any entitlement, by way of compensation for loss of office or otherwise howsoever, to any sum or other benefit to compensate him for or in respect of any loss of any rights or benefits under any Award then held by him or otherwise in connection with this Scheme.

 

17.8                         The Board may, from time to time, adopt such operational rules as it considers appropriate for the purposes of giving effect to or implementing this Scheme, provided that these rules do not conflict with this Scheme or contravene any of the applicable laws, regulations or rules.

 

17.9                         Each and every provision hereof shall be treated as a separate provision and shall be severally enforceable as such and in the event of any provision or provisions being or becoming unenforceable in whole or in part. To the extent that any provision or provisions are unenforceable they shall be deemed to be deleted from these rules of this Scheme, and any such deletion shall not affect the enforceability of the rules of this Scheme as remain not so deleted.

 

17.10                  This Scheme shall operate subject to the Articles and any applicable law.

 

18.                                GOVERNING LAW

 

The rules of this Scheme shall be governed by and construed in accordance with the laws of the Cayman Islands.

 

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Exhibit 10.4

FORM OF INDEMNIFICATION AGREEMENT

 

YINTECH INVESTMENT HOLDINGS LIMITED

 

This Indemnification Agreement (this “ Agreement ”), made and entered into as of the      day of       , 20  , by and between Yintech Investment Holdings Limited, an exempted company with limited liability under the laws of Cayman Islands (the “ Company ”) and           (“ Indemnitee ”).

 

W I T N E S S E T H:

 

WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors or executive officers unless they are provided with adequate protection through insurance or adequate indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of the corporation.

 

WHEREAS, the Board of Directors of the Company (the “ Board ”) has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities.

 

WHEREAS, the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons.

 

WHEREAS, the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future.

 

WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified.

 

WHEREAS, this Agreement is a supplement to and in furtherance of the memorandum and articles of association of the Company (as may from time to time be supplemented and amended) (the “ Memorandum and Articles ”) and any resolutions adopted pursuant thereto and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.

 

WHEREAS, Indemnitee does not regard the protection available under the Memorandum and Articles and insurance as adequate in the present

 

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circumstances, and may not be willing to serve as an officer or director of the Company without adequate protection, and the Company desires Indemnitee to serve in such capacity.  Indemnitee is willing to serve, continue to serve and take on additional service for or on behalf of the Company on the condition that he be so indemnified.

 

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

 

ARTICLE 1
CERTAIN DEFINITIONS

 

(a) As used in this Agreement:

 

Change of Control ” means any one of the following circumstances occurring after the date hereof: (i) there shall have occurred an event required to be reported with respect to the Company in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item or any similar schedule or form) under the Exchange Act, regardless of whether the Company is then subject to such reporting requirement; (ii) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) shall have become, without prior approval of the Company’s Board by approval of at least two-thirds of the Continuing Directors, the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company’s then outstanding voting securities (provided that, for purposes of this clause (ii), the term “person” shall exclude (x) the Company, (y) any trustee or other fiduciary holding securities under an employee benefit plan of the Company, and (z) any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company); (iii) there occurs a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 51% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity; (iv) all or substantially all the assets of the Company are sold or disposed of in a transaction or series of related transactions; (v) the approval by the stockholders of the Company of a complete liquidation of the Company; or (vi) the Continuing Directors cease for any reason to constitute at least a majority of the members of the Board.

 

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Continuing Director ” means each director on the Board on the date hereof.

 

Corporate Status ” means the status of a person who is or was a director, officer, trustee, general partner, managing member, fiduciary, board of directors’ committee member, employee or agent of the Company or of any other Enterprise.

 

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.

 

Enterprise ” means the Company and any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, trustee, general partner, managing member, fiduciary, board of directors’ committee member, employee or agent.

 

Exchange Act ” means the Securities Exchange Act of 1934, as amended.

 

Expenses ” means all direct and indirect costs (including attorneys’ fees, retainers, court costs, transcripts, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses) reasonably incurred in connection with (i) prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding or (ii) establishing or enforcing a right to indemnification under this Agreement, the Memorandum and Articles, applicable law or otherwise.  Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding, including the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent.  For the avoidance of doubt, Expenses, however, shall not include any Liabilities.

 

Independent Counsel ” means a law firm, or a member of a law firm, that is experienced in matters of corporate law and neither currently is, nor in the five years previous to its selection or appointment 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 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 Indemnitee’s rights under this Agreement.

 

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Liabilities ” means any losses or liabilities, including any judgments, fines, penalties and amounts paid in settlement, arising out of or in connection with any Proceeding (including all interest, assessments and other charges paid or payable in connection with or in respect of any such judgments, fines, penalties or amounts paid in settlement).

 

Proceeding ” means any threatened, pending or completed action, derivative action, suit, claim, counterclaim, cross claim, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether civil (including intentional and unintentional tort claims), criminal, administrative or investigative, including any appeal therefrom, and whether instituted by or on behalf of the Company or any other party, or any inquiry or investigation that Indemnitee in good faith believes might lead to the institution of any such action, suit or other proceeding hereinabove listed in which Indemnitee was, is or will be involved as a party, potential party, non-party witness or otherwise by reason of any Corporate Status of Indemnitee, or by reason of any action taken (or failure to act) by him or her or of any action (or failure to act) on his or her part while serving in any Corporate Status.

 

(b)                                  For the purposes of this Agreement:

 

References to “Company” shall include, in addition to the resulting or surviving corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents, so that if Indemnitee is or was a director, officer, employee, or agent of such constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, then Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.

 

Reference to “other enterprise” shall include employee benefit plans; references to “fines” shall include any excise tax assessed with respect to any employee benefit plan; references to “serving at the request of the Company” shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, employee or agent with respect to any of the Company’s subsidiaries, affiliates, an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.

 

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Reference to “including” shall mean “including, without limitation,” regardless of whether the words “without limitation” actually appear, references to the words “herein,” “hereof” and “hereunder” and other words of similar import shall refer to this Agreement as a whole and not to any particular paragraph, subparagraph, section, subsection or other subdivision.

 

ARTICLE 2
SERVICES BY INDEMNITEE

 

Section 2.01 .  Services By Indemnitee.  Indemnitee hereby agrees to serve or continue to serve as [for directors] a director of the Company, for so long as Indemnitee is duly elected or appointed or until Indemnitee tenders his or her resignation or is removed. [for officers] an officer of the Company until such time as Indemnitee’s employment is terminated for any reason.

 

ARTICLE 3
INDEMNIFICATION

 

Section 3.01 .  General.  (a) The Company hereby agrees to and shall indemnify Indemnitee and hold Indemnitee harmless from and against any and all Expenses and Liabilities, in either case, actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf by reason of Indemnitee’s Corporate Status, to the fullest extent permitted by applicable law.  The Company’s indemnification obligations set forth in this Section 3.01 shall apply (i) in respect of Indemnitee’s past, present and future service in any Corporate Status and (ii) regardless of whether Indemnitee is serving in any Corporate Status at the time any such Expense or Liability is incurred.

 

For purposes of this Agreement, the meaning of the phrase “to the fullest extent permitted by applicable law” shall include, but not be limited to:

 

(i)                                      to the fullest extent permitted by any provision of the Companies Law (2012 Revision) (the “ Companies Law ”) or the corresponding provision of any successor statute, and

 

(ii)                                   to the fullest extent authorized or permitted by any amendments to or replacements of the Companies Law adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

 

(b)  Witness Expenses .  Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness in any Proceeding to which Indemnitee is not a party, he shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee or on his or her behalf in connection therewith.

 

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(c)  Expenses as a Party Where Wholly or Partly Successful .  Notwithstanding any other provisions of this Agreement, to the fullest extent permitted by applicable law, to the extent that Indemnitee is a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or her in connection therewith.  If Indemnitee is not wholly successful in such Proceeding, but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by applicable law, indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on his or her behalf in connection with each successfully resolved claim, issue or matter.  All such indemnification against Expenses shall be offset by the amount of cash, if any, received by the Indemnitee resulting from his/her success therein.  For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

 

Section 3.02 .  Exclusions.  Notwithstanding any provision of this Agreement and unless Indemnitee ultimately is successful on the merits with respect to any such claim, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee:

 

(a)                                  for (i) an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law, regardless of whether the securities are subject to the requirements of such provisions; or (ii) any reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “ Sarbanes-Oxley Act ”), or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act);

 

(b)                                  except as otherwise provided in Sections 6.01(e), prior to a Change of Control, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law;

 

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(c)                                   to the extent that Indemnitee is indemnified and actually paid other than pursuant to this Agreement;

 

(d)                                  in connection with a judicial action by or in the right of the Company, in respect of any claim, issue or matter as to which the Indemnitee shall have  been adjudicated by final judgment in a court of law to be liable for intentional misconduct in the performance of his duty to the Company unless and only to the extent that any court in which such action was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnification for such Expenses as such court shall deem proper; or

 

(e)                                   for any judgment, fine or penalty which the Company is prohibited by applicable law from paying as indemnification.

 

ARTICLE 4
ADVANCEMENT OF EXPENSES; DEFENSE OF CLAIMS

 

Section 4.01 .  Advances.  Notwithstanding any provision of this Agreement to the contrary, the Company shall advance any Expenses actually and reasonably incurred by Indemnitee in connection with any Proceeding within 10 business days after the receipt by the Company of each statement in writing requesting such advance from time to time, whether prior to or after final disposition of any Proceeding.  Advances shall be unsecured and interest free.  Advances shall be made without regard to Indemnitee’s ability to repay such amounts and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement.  Advances shall include any and all reasonable Expenses incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements in writing to the Company to support the advances claimed.  Any excess of the advanced Expenses over the actual Expenses will be promptly repaid to the Company. 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.

 

Section 4.02 .  Repayment of Advances or Other Expenses.  Indemnitee agrees that Indemnitee shall reimburse the Company for all Expenses advanced by the Company pursuant to Section 4.01, in the event and only to the extent that it shall be determined by final judgment or other final adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to be indemnified by the Company for such Expenses.

 

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Section 4.03.  Defense of Claims.  The Company will be entitled to participate in the Proceeding at its own expense. Upon the delivery of written notice by the Company to Indemnitee, the Company shall be entitled to assume the defense of any Proceeding with counsel consented to by Indemnitee (such consent not to be unreasonably withheld), except for such Proceeding brought by the Company or as to which the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee. After delivery of such notice, consent to such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of counsel subsequently incurred by Indemnitee with respect to such Proceeding; provided that (i) Indemnitee shall have the right to employ separate counsel in respect of any Proceeding at Indemnitee’s expense and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized in writing by the Company or (B) Indemnitee shall have reasonably concluded upon the advice of counsel that there is a conflict of interest between the Company and Indemnitee in the conduct of the defense of such Proceeding, then in each such case the fees and expenses of Indemnitee’s counsel shall be at the Company’s expense. Neither party to this Agreement shall settle any Proceeding in any manner that would impose any Expense, judgment, fine, damages, penalty or limitation on Indemnitee without the other party’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement.

 

ARTICLE 5  PROCEDURES FOR NOTIFICATION OF AND DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION

 

Section 5.01 .  Notification; Request For Indemnification.  (a) As soon as reasonably practicable after receipt by Indemnitee of written notice that he is a party to or a participant (as a witness or otherwise) in any Proceeding or of any other matter in respect of which Indemnitee intends to seek indemnification or advancement of Expenses hereunder, Indemnitee shall provide to the Company written notice thereof, including the nature of and the facts underlying the Proceeding.  The omission by Indemnitee to so notify the Company will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise.

 

(b)                                  As a condition precedent to an Indemnitee’s right to obtain indemnification under this Agreement, Indemnitee shall deliver to the Company a written request for indemnification, including therewith such information as is reasonably available to Indemnitee and reasonably necessary to determine Indemnitee’s entitlement to indemnification hereunder and such information as reasonably requested by the Company.  Such request(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his or her sole discretion.  Indemnitee’s entitlement to indemnification shall be determined according to Section 5.02 of this Agreement and applicable law.

 

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Section 5.02 .  Determination of Entitlement.  (a) Where there has been a written request by Indemnitee for indemnification pursuant to Section 5.01(b), then as soon as is reasonably practicable (but in any event not later than 60 days) after final disposition of the relevant Proceeding, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case: (i) if a Change of Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change of Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee.  If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) business days after such determination.  Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or expenses (including attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification).

 

(b)                                  If entitlement to indemnification is to be determined by Independent Counsel pursuant to Section 5.02(a)(ii), such Independent Counsel shall be selected by Indemnitee, and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected.  If entitlement to indemnification is to be determined by Independent Counsel pursuant to Section 5.02(a)(i)(C) (or if Indemnitee requests that such selection be made by the Board), such Independent Counsel shall be selected by the Company in which case the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected.  In either event, Indemnitee or the Company, as the case may be, may, within 10 business days after such written notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion.  Absent a proper and timely objection, the person so selected shall act as Independent Counsel.  If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection

 

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is without merit.  If, within 20 days after the submission by Indemnitee of a written request for indemnification pursuant to Section 5.01(b) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 5.02(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 6.01(a) of this Agreement, the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

 

(c)       The Company agrees to pay the reasonable fees and expenses of any Independent Counsel serving under this Agreement.

 

Section 5.03 .  Presumptions and Burdens of Proof; Effect of Certain Proceedings.  (a) In making any determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 5.01(b) of this Agreement, and the Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption.  Neither the failure of any person, persons or entity to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by any person, persons or entity that Indemnitee has 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.

 

(b)      If the person, persons or entity empowered or selected under Section 5.02 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within the sixty (60) day period referred to in Section 5.02(a), the requisite determination of entitlement to indemnification shall, to the fullest extent not prohibited by law, be deemed to have been made and Indemnitee shall be entitled to such indemnification , absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided , however, that such 60-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making the determination with respect to

 

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entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto.

 

(c)       The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful.

 

(d)      For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is in good faith reliance on the records or books of account of any Enterprise, including financial statements, or on information supplied to Indemnitee by the officers of such Enterprise in the course of their duties, or on the advice of legal counsel for such Enterprise or on information or records given or reports made to such Enterprise by an independent certified public accountant or by an appraiser or other expert selected by such Enterprise.  The provisions of this Section 5.03(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement.

 

(e)       The knowledge and/or actions, or failure to act, of any other director, trustee, partner, managing member, fiduciary, officer, agent or employee of any Enterprise shall not be imputed to Indemnitee for purposes of determining any right to indemnification under this Agreement.

 

ARTICLE 6
REMEDIES OF INDEMNITEE

 

Section 6.01.  Adjudication or Arbitration .  (a) In the event of any dispute between Indemnitee and the Company hereunder as to entitlement to indemnification or advancement of Expenses (including where (i) a determination is made pursuant to Section 5.02 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 4.01 of this Agreement, (iii) payment of indemnification pursuant to Section 3.01 of this Agreement is not made within ten (10) business days after a determination has been made that Indemnitee is entitled to indemnification, (iv) no determination as to entitlement to indemnification is timely made pursuant to Section 5.02 of this Agreement and no payment of indemnification is made within ten (10) business days after entitlement is deemed to have been determined pursuant to Section 5.03(b)) or (v) a contribution payment is not made in a timely manner pursuant to Section 8.04 of this Agreement, then Indemnitee shall be entitled to an adjudication by a court of his

 

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or her entitlement to such indemnification, contribution or advancement. Alternatively, in such case, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by the Hong Kong International Arbitration Centre.  The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

 

(b)      In the event that a determination shall have been made pursuant to Section 5.02(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 6.01 shall be conducted in all respects as a de novo trial, or arbitration, on the merits, and Indemnitee shall not be prejudiced by reason of that adverse determination.  In any judicial proceeding or arbitration commenced pursuant to this Section 6.01 the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to Section 5.02(a) of this Agreement adverse to Indemnitee for any purpose.  If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 6.01, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 4.02 until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).

 

(c)       If a determination shall have been made pursuant to Section 5.02(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 6.01, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

 

(d)      The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 6.01 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.

 

(e)       The Company shall indemnify Indemnitee to the fullest extent permitted by law against all Expenses and, if requested by Indemnitee, shall (within ten (10) business days after the Company’s receipt of such written request) advance such Expenses to Indemnitee, which are reasonably incurred by Indemnitee in connection with any judicial proceeding or arbitration brought by Indemnitee for (i) indemnification or advances of Expenses by the Company (or otherwise for the enforcement, interpretation or defense of his or her rights) under this Agreement or any other agreement, including any other indemnification, contribution or advancement agreement, or any provision of the Memorandum and Articles now or hereafter in effect or (ii) recovery or advances under any

 

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directors’ and officers’ liability insurance policy maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, contribution, advancement or insurance recovery, as the case may be.

 

ARTICLE 7
DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE

 

Section 7.01 .  D&O Liability Insurance.  To the extent that the Company maintains a policy or policies of insurance (“ D&O Liability Insurance ”) providing liability insurance for directors and officers of the Company in their capacities as such (and for any capacity in which any director or officer of the Company serves any other Enterprise at the request of the Company), in respect of acts or omissions occurring while serving in such capacity, 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 other director or officer under such policy or policies.

 

Section 7.02 .  Evidence of Coverage.  Upon request by Indemnitee, the Company shall provide copies of all policies of D&O Liability Insurance obtained and maintained in accordance with Section 7.01 of this Agreement.  The Company shall promptly notify Indemnitee of any changes in such insurance coverage.

 

ARTICLE 8
MISCELLANEOUS

 

Section 8.01 .  Nonexclusivity of Rights.  The rights of indemnification, contribution and advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled to under applicable law, the Memorandum and Articles, any agreement, a vote of stockholders or a resolution of directors, or otherwise.  No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.  The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

 

Section 8.02 .  Insurance and Subrogation.  (a) If, at the time the Company receives notice of a claim hereunder, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies.  The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable

 

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as a result of such Proceeding in accordance with the terms of such policies.  The failure or refusal of any such insurer to pay any such amount shall not affect or impair the obligations of the Company under this Agreement.

 

(b)      In the event of any payment 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 take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

 

(c)       The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable (or for which advancement is provided) hereunder if and to the extent that Indemnitee has actually received such payment under any insurance policy or other indemnity provision.

 

Section 8.03  The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, trustee, partner, managing member, fiduciary, board of directors’ committee member, employee or agent of any other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of Expenses from such Enterprise.

 

Section 8.04 .  Contribution.  To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving rise to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s). 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 judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses. The Company agrees that it would not be just and equitable if contribution pursuant to this Section 8.04 were determined by pro rata allocation or any other method of allocation which does not take account of the foregoing equitable considerations.

 

Section 8.05 .  Amendment.  This Agreement may not be modified or amended except by a written instrument executed by or on behalf of each of the parties hereto.  No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit, restrict or reduce any right of Indemnitee under this

 

14



 

Agreement in respect of any act or omission, or any event occurring, prior to such amendment, alteration or repeal.  To the extent that a change in applicable law, whether by statute or judicial decision limits rights with respect to indemnification, contribution or advancement of Expenses, it is the intent of the parties hereto that the rights with respect to indemnification, contribution or advancement of Expenses in effect prior to such change shall remain in full force and effect to the extent permitted by applicable law.

 

Section 8.06 .  Waivers.  The observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) by the party entitled to enforce such term only by a writing signed by the party against which such waiver is to be asserted. Unless otherwise expressly provided herein, no delay on the part of any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party hereto of any right, power or privilege hereunder operate as a waiver of any other right, power or privilege hereunder nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

 

Section 8.07 .  Entire Agreement.  This Agreement and the documents referred to herein constitute the entire agreement between the parties hereto with respect to the matters covered hereby, and any other prior or contemporaneous oral or written understandings or agreements with respect to the matters covered hereby are superseded by this Agreement, provided that this Agreement is a supplement to and in furtherance of the Memorandum and Articles and applicable law, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.

 

Section 8.08 .  Severability.  If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever:  (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

 

Section 8.09 .  Notices.  All notices, requests, demands and other communications under this Agreement shall be in writing (which may be by facsimile transmission).  All such notices, requests and other communications

 

15



 

shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a business day in the place of receipt.  Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding business day in the place of receipt.  The address for notice to a party is as shown on the signature page of this Agreement, or such other address as any party shall have given by written notice to the other party as provided above.

 

Section 8.10 .  Binding Effect.  (a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director or officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director or officer of the Company.

 

(b)      This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors, assigns, 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, spouses, heirs, and executors, administrators, personal and legal representatives.  The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all or substantially all, or a substantial part of the business or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the manner and to the same extent that the Company would be required to perform if no such succession had taken place.

 

(c)       The indemnification, contribution and advancement of Expenses provided by, or granted pursuant to this Agreement 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 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 at the Company’s 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 inure to the benefit of the heirs, executors, administrators, legatees and assigns of such Indemnitee.

 

Section 8.11 .  Governing Law.  This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to its conflict of laws rules.

 

Section 8.12 .  Consent to Jurisdiction.  Except with respect to any arbitration commenced by Indemnitee pursuant to Section 6.01(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in any state or United States federal court

 

16



 

located in the Borough of Manhattan, the City of New York, New York (each a “ New York Court ”), and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the New York Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action or proceeding in the New York Court, and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the New York Court has been brought in an improper or inconvenient forum.

 

Section 8.13 .  Headings.  The Article and Section headings in this Agreement are for convenience of reference only, and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

 

Section 8.14 .  Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement.  Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.

 

Section 8.15 .  Use of Certain Terms.  As used in this Agreement, the words “herein,” “hereof,” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular paragraph, subparagraph, section, subsection, or other subdivision. Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa.

 

17



 

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered to be effective as of the date first above written.

 

 

 

YINTECH INVESTMENT HOLDINGS LIMITED

 

 

 

By:

 

 

 

Name:

 

 

Title:

 

 

 

 

Address:

 

Facsimile:

 

Attention:

 

 

 

With a copy to:

 

 

 

Address:

 

Facsimile:

 

Attention:

 

 

 

INDEMNITEE

 

 

 

 

 

 

 

Address:

 

Facsimile:

 

 

 

With a copy to:

 

 

 

Address:

 

Facsimile:

 

Attention:

 

18




Exhibit 10.5

 

EMPLOYMENT AGREEMENT

 

This Employment Agreement (the “ Agreement ”), dated as of Column A (the “Effective Date”), is entered between Yintech Investment Holdings Limited, a company incorporated in the Cayman Islands (the “ Company ”) and Column B (the “ Executive ”).

 

WHEREAS, the Company and the Executive wish to enter into an employment agreement whereby the Executive will be employed by the Company in accordance with the terms and conditions stated below;

 

NOW, THEREFORE, the parties hereby agree as follows:

 

ARTICLE 1
EMPLOYMENT, DUTIES AND RESPONSIBILITIES

 

Section 1.01 .  Employment.  The Executive shall serve as the Column C of the Company.  The Executive hereby accepts such employment and agrees to devote substantially all of the Executive’s time and efforts to promoting the interests of the Company.

 

Section 1.02 .  Duties and Responsibilities.  Subject to the supervision of and direction by the Board of Directors of the Company, the Executive shall perform such duties as are similar in nature to those duties and services customarily associated with the positions set forth above.

 

Section 1.03 .  Base of Operation.  The Executive’s principal base of operation for the performance of his duties and responsibilities under this Agreement shall be the offices of the Company in Beijing, the People’s Republic of China (“ PRC ”), and at such other places as shall from time to time be reasonably necessary to fulfill the Executive’s obligations hereunder.

 

ARTICLE 2
TERM

 

Section 2.01 .  Term.  (a)  The term of this Agreement (the “ Term ”) shall commence on the Effective Date and shall continue for a period of two years from the Effective Date.  The Term and this Agreement will be renewed automatically thereafter for successive one-year terms unless a one-month notice of non-renewal is given by one party to the other.

 

(b)                                  The Executive represents and warrants to the Company that neither the execution and delivery of this Agreement nor the performance of the Executive’s duties hereunder violates or will violate the provisions of any other agreement to which the Executive is a party or by which the Executive is bound.

 

ARTICLE 3
COMPENSATION AND EXPENSES

 

Section 3.01 .  Salary And Benefits.  The Executive’s salary and benefits shall be determined by the Company and shall be specified in a separate agreement between the Executive and the Company’s designated subsidiary or affiliated entity. Unless otherwise provided in such separate agreement, the Executive’s salary and benefits are subject to annual review and adjustment by the Company.

 



 

Section 3.02   Expenses.  The Company will reimburse the Executive for reasonable documented business-related expenses incurred by the Executive in connection with the performance of the Executive’s duties hereunder during the Term, subject, however, to the Company’s policies relating to business-related expenses as in effect from time to time during the Term.

 

Section 3.03 .  Stock Incentive Plan. The Executive shall be entitled to participate during the Term in the Amended and Restated 2013 Pre-IPO Option Scheme, Amended and Restated 2014 Pre-IPO Option Scheme and Amended and Restated Pre-IPO RSU Scheme of the Company, and any successors thereto, subject to the terms and provisions of such plans and the execution of the award agreements between the Company and the Executive.

 

Section 3.04   Payer of Compensation. All compensation, salary, benefits and remuneration in this Agreement may be paid by the Company or any of its subsidiaries or affiliated entities, as decided by the Company in its sole discretion.

 

ARTICLE 4
EXCLUSIVITY, ETC.

 

Section 4.01 .  Exclusivity.  The Executive agrees to perform his duties, responsibilities and obligations hereunder efficiently and to the best of his ability. The Executive agrees to devote substantially all of his working time, care and attention and best efforts to such duties, responsibilities and obligations throughout the Term. The Executive agrees that all of his activities as an employee of the Company shall be in conformity with all present and future policies, rules and regulations and directions of the Company not inconsistent with this Agreement.

 

Section 4.02 . Intellectual Property. The Executive agrees that Intellectual Property under this Agreement is the sole and exclusive property of the Company and further agrees to assign to the Company the ownership of all right, title and interest in Intellectual Property, including any Intellectual Property conceived, created, and otherwise obtained by the Executive (i) during the term of this Agreement relating to the work he performs within the scope of such Executive’s employment with the Company, (ii) within twelve months after the Executive retires or ends employment with the Company under the circumstances that such Intellectual Property relates to such Executive’s employment scope with the Company, and (iii) by using the resources of the Company during the term of this Agreement. During the Executive’s employment with the Company and within twelve months after his employment with the Company terminates, the Executive has the obligation to inform the Company of any Intellectual Property within ten days of its creation and the Executive has the obligation to assist the Company in its patent, copyright or trademark application related to the Intellectual Property.

 

“Intellectual Property” under this Section 4.02 means any and all intellectual property in any form or stage of development, including but not limited to any idea, concept, design, invention, method, process, system, model, software, know-how and any other subject matter, material or information that qualifies and/or is considered by the Company to qualify for patent, copyright, trademark, trade secret, or any other protection under the laws of PRC or Cayman Islands providing or creating intellectual property rights.

 

2



 

Section 4.03 . Non-Competition and Confidentiality.

 

(a) Non-compete. During the Executive’s employment with the Company and for twelve months after his employment with the Company terminates for any reason, the Executive will not (i) directly or indirectly engage in (whether as an officer, principal, agent, director, employee, partner, affiliate, consultant or other participant), or hold an equity interest of 5% or more in, any business or activity that is in competition with the Company, its subsidiaries or affiliated entities (the “ Group ”), (ii) solicit, encourage or assist other employees of the Company to seek employment with any business or organization in competition with the Group, or (iii) engage in other activities that may cause conflicts with the interests of the Company during the term of the employment agreement.

 

(b) Confidentiality. Throughout the course of the Executive’s employment with the Company and thereafter, the Executive shall keep in strict confidence all non-public information relating to the business, financial condition and other aspects of the Company, including but not limited to trade secrets, business methods, products, processes, procedures, development or experimental projects, plans, service providers, customers and users, intellectual property, information technology and any other information which is material to the Company’s business operations, and except as authorized by the Company in writing, may not disclose or provide to any person, firm, corporation or entity such non-public information, and may not use such non-public information for any purpose other than to fulfill his responsibilities as the Column C in the best interest of the Company. The Executive shall also comply with the Company’s corporate policies and any other agreements on confidentiality that the Executive may enter into with the Company or any of its subsidiaries or affiliated entities. This provision and such other confidentiality policies and agreements are hereinafter collectively referred to as the “ Confidentiality Terms.

 

ARTICLE 5
TERMINATION AND INDEMNIFICATION

 

Section 5.01 .  Termination by Company.  The Company shall have the right to terminate the Executive’s employment at any time with or without “Cause” by giving a one-month advance notice in writing pursuant to the terms hereof. For purposes of this Agreement, “ Cause ” shall mean:  (i) the Executive’s willful and continued failure to substantially perform his duties hereunder (other than as a result of total or partial incapacity due to physical or mental illness), (ii) dishonesty in the performance of the Executive’s duties hereunder, (iii) an act or acts on the Executive’s part constituting a felony under the laws of the PRC or of the United States or any state thereof, (iv) any other act or omission which is materially injurious to the financial condition or business reputation of the Company or any of its subsidiaries or affiliates, or (v) the Executive’s breach of the non-compete and confidentiality clause hereof. For purposes of this Subsection, no act or failure to act, on the part of the Executive shall be deemed “ willful ” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the act or omission of the Executive was in the best interest of the Company.

 

3



 

Section 5.02 .  Termination by The Executive.  The Executive shall have the right to terminate this Agreement at any time by giving a one-month advance notice in writing pursuant to the terms hereof.

 

Section 5.03 .  Death.  In the event the Executive passes away during the Term, this Agreement shall automatically terminate, such termination to be effective on the date of the Executive’s death.

 

Section 5.04 .  Disability.  In the event that the Executive shall suffer a disability which shall have prevented him or her from performing satisfactorily his obligations hereunder for a period of at least 120 consecutive days, the Company shall have the right to terminate this Agreement, such termination to be effective upon the giving of notice thereof to the Executive in accordance with Section 6.02 hereof.

 

Section 5.05 .  Effect of Termination.  (a)  In the event of termination of the Executive’s employment, whether before or after the Term, by either party for any reason, or by reason of the Executive’s death or disability, the Company shall pay to the Executive (or his beneficiary in the event of his death) any base salary or other compensation earned but not paid to the Executive prior to the effective date of such termination. All other benefits due the Executive following his termination of employment shall be determined in accordance with the plans, policies and practices of the Company.

 

(b)                                  In the event of termination of the Executive’s employment by the Company other than for Cause, the Company shall pay to the Executive any additional amount as provided by applicable law.

 

ARTICLE 6
MISCELLANEOUS

 

Section 6.01 .  Benefit Assignment; Assignment; Beneficiary.  This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns, including, without limitation, any corporation or person which may acquire all or substantially all of the Company’s assets or business, or with or into which the Company may be consolidated or merged. This Agreement shall also inure to the benefit of, and be enforceable by, the Executive and his personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amount would still be payable to him or her hereunder if the Executive had continued to live, all such amounts shall be paid in accordance with the terms of this Agreement to the Executive’s beneficiary, devisee, legatee or other designee, or if there is no such designee, to the Executive’s estate.

 

Section 6.02.  Notices.  Any notice required or permitted hereunder shall be in writing and shall be sufficiently given if personally delivered or if sent by registered or certified mail, national overnight courier, or email. In the case of the Company, to the office or email account of the Human Resource Department; and in the case of the Executive, to the address or email account appearing on the employment records of the Company, from time to time. Any notice given hereunder shall be deemed to have been given at the time of receipt thereof by the person to whom such notice is given.

 

4



 

Section 6.03 .  Entire Agreement; Amendment.  This Agreement contains the entire agreement of the parties hereto with respect to the terms and conditions of the Executive’s employment during the Term and supersedes any and all prior agreements and understandings, whether written or oral, between the parties hereto with respect to compensation due for services rendered hereunder. This Agreement may not be changed or modified except by an instrument in writing signed by both of the parties hereto.

 

Section 6.04 .  Waiver.   The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a continuing waiver or as a consent to or waiver of any subsequent breach hereof.

 

Section 6.05 .  Headings.  The article and section headings herein are for convenience of reference only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.

 

Section 6.06 .  Governing Law.  This Agreement shall be governed by, and construed and interpreted in accordance with, the internal laws of the state of New York, United States, without reference to the principles of conflict of laws.

 

Section 6.07 .  Agreement To Take Actions.  Each party hereto shall execute and deliver such documents, certificates, agreements and other instruments, and shall take such other actions, as may be reasonably necessary or desirable in order to perform his, her or its obligations under this Agreement or to effectuate the purposes hereof.

 

Section 6.08 .  Arbitration.  Any dispute between the parties hereto respecting the meaning and intent of this Agreement or any of its terms and provisions shall be submitted to arbitration in Hong Kong, in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules then in effect, and the arbitration determination resulting from any such submission shall be final and binding upon the parties hereto.  The arbitrator shall have no authority to award reasonable attorney’s fees to any party in any dispute subject to this Section 6.08.  Judgment upon any arbitration award may be entered in any court of competent jurisdiction.

 

Section 6.09 .  Survivorship.  The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations.

 

Section 6.10 .  Severability.  The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision or provisions of this Agreement, which shall remain in full force and effect.

 

Section 6.11 .  Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

 

Section 6.12 .  Corporate Authorization.  The Company hereby represents that the execution, delivery and performance by the Company of this Agreement are within the corporate powers of the Company, and that the Chairman of its Board of Directors has the requisite authority to bind the Company hereby.

 

5



 

Section 6.13 .  Withholding.  All payments to the Executive hereunder shall be subject to withholding to the extent required by applicable law.

 

6



 

IN WITNESS WHEREOF, each of the parties hereto has duly executed this Agreement as of the date first above written.

 

 

YINTECH INVESTMENT HOLDINGS LIMITED

 

 

 

 

 

By:

/s/ Wenbin Chen

 

 

Name: Wenbin Chen

 

 

 

 

 

Title: Chairman of the Board and

 

 

 Chief Executive Officer

 

 

 

 

 

EXECUTIVE

 

 

 

 

 

/s/ Column B

 

Name: Column B

 

 

 

Title: Column C

 

7



 

Schedule A to the Employment Agreement

 

 

 

Column A

 

Column B

 

Column C

1

 

December 10, 2015

 

Wenbin Chen

 

Chief Executive Officer

2

 

December 10, 2015

 

Gang Xu

 

Vice President

3

 

December 10, 2015

 

Dikuo Bo

 

Vice President

4

 

December 10, 2015

 

Jigeng Chen

 

Vice President

5

 

December 10, 2015

 

Qi Feng

 

Vice President

6

 

December 10, 2015

 

Sheng Zhao

 

Vice President

7

 

December 10, 2015

 

Jingbo Wang

 

Chief Financial Officer

 




Exhibit 10.6

 

Tianjin Precious Metals Exchange

 

Comprehensive Membership Agreement

 

Party A: Tianjin Precious Metals Exchange Co., Ltd.

Address: W28, Airport Business Park, 76 Huanhe North Road, Airport Economic Zone, Tianjin

Postal Code: 300300

Tel.: 022 - 58678141

Fax: 022 - 58678112

Legal representative:

Bank of Deposit:

Bank Account No.:

 

Party B: Tianjin Rong Jin Hui Yin Precious Metals Management Co., Ltd.

Address: Building #1, Dongfang Shangbo Industrial Park, 3539 Dongfang Road, Pudong New Area, Shanghai

Postal Code: 200125

Tel.: 021 - 20289105

Fax: 021 - 20289076

Legal Representative: Chen Wenbin

Name of Settlement Bank: Tianjin Airport Sub-branch, China Merchants Bank Company Limited

Account Number of Settlement Bank: 122903999110802

 



 

Whereas:

 

1. Party A , namely Tianjin Precious Metals Exchange Co., Ltd. is a market organization which provides trading platform and related services for the investors (i.e. the clients) and members to engage in spot trading of precious metals and deferred spot settlement business, safeguards the legal rights and interests of the parties concerned, regulates and supervises the trading behaviors of all parties involved. Party A has be under normal operation upon consent from Tianjin Municipal People’s Government.

 

2. Party B, namely Tianjin Rong Jin Hui Yin Precious Metals Management Co., Ltd. fully accepts and agrees to observe various systems, rules and methods formulated by party A, and intends to become a comprehensive member of party A and undertakes to conduct relevant business as required by party A.

 

In accordance with the laws including Contract Law of the People’s Republic of China and other regulations as well as party A’s rules, both parties enter into the following agreements for party B becoming a comprehensive member of party A, using the platform with services and management provided by party A to develop spot trading of precious metals and deferred spot settlement business.

 

Article 1 Confirmation and acceptance of party A’s systems, rules and methods

 

1. Party A and party B confirm that, Tianjin Precious Metals Exchange Trading Rules (for Silver) , Tianjin Precious Metals Exchange Trading Rules (for Porpezite), Tianjin Precious Metals Exchange Trading Rules (for Platinum) and other trading rules formulated by the Exchange for relevant trading categories, Management Methods of Tianjin Precious Metals Exchange for Comprehensive Members, Management Methods of Tianjin Precious Metals Exchange for Risk Control, Tianjin Precious Metals Exchange Settlement Management Method, Management Method of Tianjin Precious Metals Exchange for Fund Difference between Settlement Bank and Deposit Bank, Management Methods for Trading Funds of Tianjin Precious Metals Exchange, Management Methods of Tianjin Precious Metals Exchange for Spot Delivery, Management Methods for Spot Delivery of Platinum and Porpezite at Tianjin Precious Metals Exchange, Trading Rules for Comprehensive Members and Special Members of Tianjin Precious Metals Exchange, Management Methods for Non-client Position Trading between Comprehensive Members and Special Members at Tianjin Precious Metals Exchange, Tianjin Precious Metals Exchange Member Unit Branch Methods, Methods for Propaganda and Management of Member Units at Tianjin Precious Metals Exchange, Tianjin Precious Metals Exchange Members Compliance Management Methods, Management Methods for Clients’ Account Data Preservation of Tianjin Precious Metals Exchange, Member Units Intermediary Management Methods of Tianjin Precious Metals Exchange, Management Methods for Investor Account Opening and Cancellation of Tianjin Precious Metals Exchange, Methods for Coping with Non-Trading Risks of Tianjin Precious Metals Exchange and other systems, rules and methods currently effective and to be formulated and amended from time to time are necessary for ensuring justice and fairness of trading and risk control, and party B is committed to observe and strictly execute these systems, rules and methods.

 

2. Party B confirms that, party B has carefully read various systems, rules and methods issued

 



 

by party A before signing this Agreement, and has fully understood various obligations and responsibilities which shall be undertaken to engage in the precious metals trading business as a comprehensive member of party A. Party B promises to accept and abide by all systems, rules and methods formulated by party A without preconditions (including but not limited to the systems, rules and methods mentioned in the preceding paragraph, modifications to the above mentioned systems, rules and methods made depending on the trading or market situations from time to time, and new systems, rules and methods formulated by party A in accordance with the trading or market situations), accepts their restrictions, voluntarily assumes all risks and legal responsibilities arsing from this, and accepts party A’s management, supervision and inspection.

 

Article 2 Agreement performance method and contents

 

(1) Contents of cooperation: party A provides trading platform and related services including quotation, consultation, training and coordinated management; party B becomes a member of party A, and utilizes the trading platform to complete the trading with investors, and shall pay the annual management fee to party A on an annual basis, and pay the training and consultation service fee to party A in a lump sum;

 

(2) Term of cooperation: the term of cooperation between party A and party B commences on the date of signature of this Agreement, and ends on the date when party B’s membership terminates;

 

(3) Party B’s member seat No.: 160

 

(4) Other contents to be defined: risk deposit paid by party B (including 5 million Yuan of minimum risk deposit at the beginning of the period, minimum risk deposit required for controlling the trading risks) are used as guarantees towards the trading risks and other risks associated with the trading, and such payment shall not be refunded during performance of this Contract. Upon termination of party B’s membership and after the procedures for termination of membership are handled, the residual parts can be refunded to party B.

 

Article 3 Rights and obligations of party A

 

1. Party A’s rights mainly include:

 

(1) Audit party B to decide whether party B is qualified to be party A’s member or can continue to be a member of party A, and suspend or terminate (cancel) party B’s membership;

 

(2) Collect the entrance training and consultation fee and annual management fee and other charges from party B, and adjust the above mentioned charging standards based on the market situations;

 

(3) Use hardware equipments deployed by party B;

 

(4) Require party B to withdraw, deposit and use risk reserves according to the systems and regulations regarding the member risk reserve management;

 

(5) Draft and amend relevant systems, rules and methods, regulate and check party B’s trading behaviors, propaganda and other behaviors;

 

(6) Take punitive measures in case party B violates party A’s systems, rules and methods;

 

(7) Collect the trading management fee in proportion to the sum of each trading; adjust such fee based on the market situation and trading scale;

 

(8) To control the risks of the whole trading system, when party A thinks that party B is exposed to the trading risk, party A has rights to (but is not obliged to) give risk warning to party

 



 

B via telephone call, e-mail and trading system;

 

(9) Where party B suffers trading risks, but fails to replenish the risk deposit within a certain time limit according to party A’s regulations or requirements, party A shall have the right to take measures including limitation on trading, cease of trading, suspension or cancellation of party B’s membership and other measures that can control risks.

 

(10) Adjust party B’s minimum risk deposit limit based on the market risk extent and trading scale;

 

(11) If party B suffers fund difference or other abnormal cases in the process of withdrawal and deposit, party A has the rights to deal with such fund difference according to Management Method of Tianjin Precious Metals Exchange for Fund Difference between Settlement Bank and Deposit Bank .

 

(12) Assist the public security organs, people’s courts and other judicial offices to handle preservation and compulsory execution, and party B shall be held liable for risk control and supplement the risk deposit as required by party A if party B’s risk deposit is frozen or reduced as party A assists the judicial offices for preservation and compulsory execution; party A is entitled to assist the judicial office for investigation and evidence collection.

 

(13) If party B is suspected of violation or suffers non-trading risks, before confirming such violation and non-trading risk, party A can limit party B to withdraw and trade and employ other restrictive measures for the purpose of controlling further expansion of consequences caused by such violation and non-trading risk;

 

(14) Where party B violates the national laws and regulations as well as party A’s management system, and non-trading risks that may influence normal operation exist, party A has the right to suspend or cancel party B’s membership depending on the extent of violation, breach and non-trading risks.

 

(15) In case party B’s membership is suspended or canceled, party A is entitled to dispose of party B’s clients and transfer relevant data, and party B shall have no objection but to cooperate.

 

(16) The disposal decisions, related notices and announcement made by party A take effect from the date when they are delivered by party A (sent to the  contact address provided by party B, served to the contact address provided by party B or sent via the trading system).

 

(17) When the membership of other members are suspended or terminated (canceled), party A has the right to designate party B as the receiving member.

 

(18) Where party B conducts serious breach and violates the Exchange’s management regulations or party A disqualifies party B to be a member of party A, party A has the right to terminate this Agreement.

 

(19) To properly safeguard the security of trading data, party A is entitled to require the members to sign a data custody agreement with a designated third party, and provide the trading data to such third party.

 

2. Party A’s obligations mainly include:

 

(1) Provide the trading platform for party B to trade with the investors as agreed;

 

(2) Provide services of consultation, training and coordinated management related with the trading;

 

(3) Maintain stable operation of the trading platform;

 

(4) Properly take care of the trading data;

 

(5) Manage the trading behaviors and safeguard the legal rights and interests of party B and

 



 

investors during trading.

 

Article 4 Rights and obligations of party B

 

1. Party B’s rights mainly include:

 

(1) Carry out propaganda and develop clients;

 

(2) Use the trading platform to carry out spot trading of precious metals and spot deferred settlement trading;

 

(3) Participate in various training activities organized by party A;

 

(4) Expand the market according to party A’s regulations.

 

2. Party B’s obligations mainly include:

 

(1) Party B shall accept party A’s management according to Management Methods for Comprehensive Member of Tianjin Precious Metals Exchange, and pay sufficient the entrance training and consultation service fee (RMB 2 million Yuan, which shall be paid in a lump sum and not be refunded in any cases) and annual management fee (RMB 100,000 Yuan/year), and handle annual review of membership qualification;

 

(2) Party B shall pay full amount of risk deposit to party A and the initial minimum reserve risk deposit shall be RMB 5 million Yuan;

 

(3) Party B shall not waive obtained membership without permission. It is prohibited to transfer the membership in any ways (including but not limited to contract, lease, mortgage and lend);

 

(4) Party B shall follow the Exchange’s regulations on management of member’s risk reserves to withdraw, deposit and use the risk reserves;

 

(5) Party B shall arrange production, trading, delivery and re-purchase of subject spot precious metals according to party A’s regulations;

 

(6) Party B shall strictly abide by the deposit system, position limit system, mandatory liquidation system, risk warning system and Management Methods for Risk Control of Tianjin Precious Metals Exchange or other regulations to control the trading risks.

 

(7) In case party B’s risk deposit becomes insufficient, party B shall replenish the risk deposit on a timely basis. If party B fails to replenish timely, all losses arising from this shall be at party B’s account.

 

(8) Party B shall evaluate, review and assume corresponding responsibilities for the legality, authenticity, investment capability and anti-risk capability of the investors i.e. clients;

 

(9) Party B shall deploy relevant software, hardware and communication equipments as required by party A and undertake corresponding charges, and agree party B to own the right to use the above mentioned equipments;

 

(10) Party B agrees to accept qualification review by party A; accept regular and irregular inspection and investigation by party A; accept party A’s regulation and management; in case of violation of party A’s regulations and this Agreement, party B agrees to assume responsibilities as required by party A.

 

(11) Party B shall pay the trading management fee in proportion to the sum of each trading with party B’s clients.

 

(12) If party B suffers fund difference or other abnormal cases in the process of withdrawal and deposit, party B is obliged to cooperate with party A to deal with such fund difference according to Management Method of Tianjin Precious Metals Exchange for Fund Difference

 



 

between Settlement Bank and Deposit Bank .

 

(13) Party B shall be held liable for risk control and replenish the risk deposit as required by party A if party B suffers change in the risk conditions as party A assists the judicial offices for preservation and compulsory execution.

 

(14) Party B shall properly keep the trading account and all passwords, and independently undertake all consequences caused by improper keeping.

 

(15) When party B’s membership is suspended or terminated (canceled), party B shall properly arrange for the clients, transfer the client’s data to the receiving members as required by the Exchange, and shall properly dispose of the corporate creditor’s rights and liabilities.

 

(16) When the membership of other members is suspended or terminated (canceled), and party A assigns party B as the receiving member, party B shall take over the work as required by party A.

 

Article 5 Confidentiality

 

Both parties shall follow the principle of good faith and fulfill the obligation of confidentiality depending on the agreement’s property and purposes (party B shall sign a confidential agreement separately as required by party A). One party is not allowed to divulge or disclose the contents of this Agreement and other party’s trade secrets obtained during performance of this Agreement to a third party in any ways (except that party A submits related trading data to a third party for the purpose of investigating party B and shall require such third party to keep secret), and use such information improperly.

 

Article 6 Responsibilities of default

 

1. In case of failure in paying sufficient entrance training and consultation service fee, annual management fee or other fees to party A as scheduled, party B shall bear the responsibilities for default and pay a penalty to party A at the loan interest rate of the same period issued by the People’s Bank of China.

 

2. In case of violation of party A’s rules and methods, party B shall be punished by party A as per the regulations specified in the rules and methods.

 

3. If party A cancels party B’s membership according to party A’s rules and methods, then this Agreement shall terminate and party B shall compensate for the losses caused for party A due to termination of this Agreement.

 

Article 7 Force majeure and exceptions

 

Party A shall not be held liable for the losses caused by the force majeure events including but not limited to earthquake, flood, fire, riot, strike, war, government regulation, international or domestic ban or restriction and power failure, technical failure and other unforeseeable, unavoidable and insurmountable events and trading abnormalities specified in the Exchange’s rules.

 

Party A shall not be held liable for temporary or permanent shutdown of trading system caused by occurrence of force majeure events and change of national laws, rules, regulations and policies and release of emergency measures; party B shall explain to the investors and undertake the risks.

 

Party A can neither control the interruption and connection of the telecommunication signals

 



 

and maintain the Internet unblocked nor ensure stability of party B’s network equipment and telecommunication devices, therefore party B shall independently cover the losses caused by interruption of quotation and trading, and party A is released from any responsibilities.

 

Article 8 Dispute settlement

 

Any disputes arising from performance of this Agreement shall be settled through friendly negotiations by both parties. If such negotiations fail, such dispute can be submitted to China International Economic and Trade Arbitration Commission, Tianjin International Economic and Financial Arbitration Center for arbitration according to currently effective arbitration rules of the Center. The arbitration award is final and is binding to both parties hereof.

 

Article 9 Modification of agreement

 

For the unaccomplished matters hereof, party A and party B can sign a supplementary agreement or modification agreement through friendly negotiations. Such supplementary agreement or modification agreement is a constitute part of this Agreement and have same legal effect.

 

Article 10 Termination of agreement

 

If party A terminates (cancels) party B’s membership as per relevant regulations, this Agreement shall terminate accordingly.

 

Article 11 Supplementary provisions

 

1. From the date when this Agreement takes effect, if there is any conflict between the articles contained in the agreements signed by party A and party B previously and this Agreement, this Agreement shall prevail.

 

2. The appendixes hereto are constituent parts of this Agreement and have legal effects equal to this Agreement.

 

3. Party A has the rights to amend the relevant trading systems, rules and methods from time to time based on the trading or market situations, and formulate new systems, rules and methods based on the trading or market situations, and party A accepts this and promises to abide by and execute the amended or newly formulated systems, rules and methods without preconditions.

 

4. Party A has the rights to review party B’s clients and their trading data, and suspend the trading with any client at any time party A thinks necessary, and party B shall have no objection.

 

5. This Agreement comes into effect from the date when both parties sign and affix seals to it. It is made in duplicate and each party hods one copy. Both copies have the same legal effect.

 

(No text below)

 

Party A: Tianjin Precious Metals Exchange Co., Ltd.

 

Party B: Tianjin Rong Jin Hui Yin Precious Metals Management Co., Ltd.

Seal: Tianjin Rong Jin Hui Yin Precious Metal Management Co., Ltd.

 

Seal: Tianjin Precious Metals Exchange

Signature of Authorized Representative: /s/ Tianjin Rong Jin Hui Yin Precious Metal Management Co., Ltd.

 

Signature of Authorized Representative:

/s/ Wenbin Chen

 

 

Date: February 12, 2014

 

Date: February 12, 2014

 




Exhibit 10.7

 

Membership Agreement

 

(Version 2014)

 

Party A: Guangdong Precious Metals Exchange Co., Ltd. (hereinafter referred to as party A or Exchange)

 

Party B: see detailed information in Appendix I

 

Whereas:

 

1. Party B voluntarily submits the membership application materials to party A to apply for becoming party A’s member and bears responsibilities for the legality, compliance, authenticity and validity of the submissions;

 

2. Party B declares that, according to the requirements of relevant trading rules, operation regulations and management system (hereinafter collectively referred to as “rules and regulations”) made by the Exchange, party B has met the relevant conditions for becoming a member of the Exchange;

 

After review and approval, party A confirms that, party B meets the qualifications for becoming party A’s member. Now party A and party B enter into the following agreements on party B’s membership upon friendly negotiations by both parties:

 

Article 1 Membership and membership type of party B

 

1. From the date when party A grants the membership certificate to party B, party B obtains the membership and shall enjoy the rights and bear corresponding responsibilities and obligations.

 

2. The members are classified as per duties and functions into comprehensive members, brokerage members, settlement members, industrial members and service members; party B’s membership type is detailed in the Appendix I Membership Registration Table .

 

1) Comprehensive members refer to the business entities or other economic organizations that are granted with the membership upon approval from the Exchange and allowed to engage in or participate in the precious metals trading business on the Exchange platform in accordance with related national laws, rules and regulations made by the Exchange.

 

2) Brokerage members refer to the business entities or other economic organizations that are granted with the membership upon approval from the Exchange and allowed to engage in the brokerage business associated with the precious metals trading business in accordance with related national laws, rules and regulations made by the Exchange.

 

3) Settlement members refer to, in accordance with related national laws, rules and regulations made by the Exchange, the business entities or other economic organizations that are granted with the membership upon approval from the Exchange and allowed to accept all transactions with all signed comprehensive members and industrial members as per the transaction rules made by the Exchange in the process of precious metals trading business.

 

4) Industrial members refer to the business entities or other economic organizations that are granted with the membership upon approval from the Exchange and allowed to engage in delivery, sale and repurchase of precious metals in stock according to related national laws, rules and regulations made by the Exchange. The industrial members can carry out hedging trades with the

 



 

settlement members and can engage in brokerage business associated with the precious metals trading business.

 

5) Service members refer to the business entities or other economic organizations that are granted with the membership upon approval from the Exchange and allowed to provide professional services for the members or clients on the Exchange platform in accordance with related national laws, rules and regulations made by the Exchange. Service types include but are not limited to investment consultation, transaction agency, financing assurance, quality brand, information, entrepreneurship, training, technical assistance, market service, legal service, audit and so forth.

 

Article 2 Membership fee and settlement

 

1. Party B agrees to pay membership fee and management fee to party A as per the fee schedule determined by party A and transfer such payment in a lump sum to the recipient account designated by party A. The fee schedules for party B’s membership fee and the annual management fee for the first year are detailed in the Appendix I Membership Registration Table ; annual management fee for the following years will be specified by party A separately.

 

2. The membership fee and the annual management fee for the first year shall be paid by party B in a lump sum within five working days after this Agreement is signed; the annual management fee for the following years shall be paid in a lump sum prior to June 30 every year.

 

3. Party B shall make required payment according to the above mentioned payment method and term. In case of overdue payment, party B shall pay 0.05% of total overdue amount on a daily basis as the default fine. Where the delay of payment has exceeded ten working days, party A shall have the right to terminate this Agreement and require party B to pay a default fine equivalent to 10% of the account payable; party A is also entitled to continue performance of this Agreement and require party B to continue payment of the due amount and default fine caused by delay payment.

 

Article 3 Fundamental rights and obligations of party A

 

(1) Party A’s rights

 

1. Formulate, amend and issue relevant rules and regulations according to applicable national laws and regulations as well as special requirements of the precious metals trading market;

 

2. Monitor party B’s operation related with the membership services and its compliance with the national laws and the Exchange’s rules and regulations; regulate and handle the detected problems by addressing inquiries to party B, giving rectification advice or taking other corresponding measures. The above mentioned rights are exercised depending on the specific circumstances and shall not cause any obligations or responsibilities to party A, and party B shall not hold party A liable as party A fails to exercise the above mentioned rights appropriately;

 

3. Direct and supervise party B’s operation related with the membership services and require its employees to acquire the Practice Qualification Certificate issued by party A; correct or handle unauthorized practices conducted by party B’s employees as per relevant rules and regulations;

 

4. Collect membership fee, annual management fee and other relevant costs from party B;

 

5. In the event that party B defaults or violates the rules and regulations formulated by party A, leading party A, party A’s other members or clients to suffer economic loss or goodwill damage, party A shall have the right to adopt measures according to Measures on Dealing with Violations

 



 

and Breaches (2014) formulated and issued by party A. In the cases of gross violation, party A shall have the right to unilaterally terminate this Agreement, cancel party B’s membership and claim for compensation of all direct and indirect economic losses from party B;

 

6. If party B is administratively punished by the governmental department in the process of operation, party A shall have the right to take measures according to Measures on Dealing with Violations and Breaches (2014) formulated and issued by party A. In the cases of gross violation, party A shall have the right to unilaterally terminate this Agreement, cancel party B’s membership and claim for compensation of all direct and indirect economic losses from party B;

 

7. In case party A maintains that party B no longer meets the membership conditions when it applied for becoming a member upon party A’s review, or party B fails to pass the annual member audit, or party B defaults or violates relevant rules and regulations made by the Exchange, party A shall have the right to send a notice about rectification to party B and take measures as per Measures on Dealing with Violations and Breaches (2014) formulated and issued by party A. In case party B still fails to meet party A’s requirements within the specified period after a notice for rectification has been sent by party A, party A shall have the right to unilaterally terminate this Agreement and cancel party B’s membership, and will not refund the fees paid by party B;

 

8. Party A has the right to gather, sort, analyze, process and utilize the data related with the transactions and business developed by all members and clients at the Exchange and use such data as the basic data for business quotation and analysis without paying charges to the members.

 

(2) Party A’s obligations

 

1. Follow the principle of sincerity service and adopt appropriate measures to facilitate and safeguard the members to carry out precious metals trading activities;

 

2. Follow the principle of information confidentiality when party B is a member of party A, and be obliged to keep the confidential information obtained from party B in accordance with this Agreement secret (except the information which can be made public as agreed, the information which shall be disclosed as required by the public security organ, procuratorate, court and judicial bureau or other government authorities and other information which is not clearly defined as confidential by party B).

 

Article 4 Fundamental rights and obligations of party B

 

(1) Party B’s rights

 

1. Party B has the right to conduct business based on its membership type and according to applicable laws and the Exchange’s rules and regulations;

 

2. Party B can enjoy the transaction information, relevant service and operational guidance provided by party A.

 

(2) Party B’s obligations

 

1. Pay membership fee, annual management fee and other relevant charges to the Exchange as required by party A;

 

2. Observe the national laws, regulations, rules, polices and other government’s regulatory documents as well as all the Exchange’s rules and regulations that take effect currently and will be formulated, amended and issued in the future;

 

3. Accept party A’s supervision and management and respond to and deal with the inquiries and rectification advice raised by party A on a timely basis;

 

4. Take an active part in various events organized by party A and offer suggestions or

 



 

proposals to party A’s works;

 

5. Safeguard the interests of the parties involved in the transactions and assist party A to deal with any emergencies or abnormal events;

 

6. Safeguard the legal interests of party A and the clients; do not interfere with, intervene in or breach party A’s transaction system or data security; fulfill the responsibility of keeping secret;

 

7. Make sure the materials of application for membership are authentic and valid;

 

8. Observe and completely fulfill all member obligations specified in this Agreement and relevant rules and regulations provided by the Exchange and maintain good business reputation without any violations and breaches;

 

9. Party B is not allowed to transfer its membership and any rights and obligations agreed herein without written consent from party A;

 

10. Other obligations specified by the Exchange’s rules and regulations

 

Article 5 Confidentiality

 

Party A and party B shall strictly follow the principle of information confidentiality. Neither party shall disclose, notify or release signing of this Agreement, its performance, or the other party’s confidential information obtained in the trading process to any third party in any way, except where the Exchange’s rules and regulations provide otherwise.

 

Article 6 Responsibility of default

 

Either party violates the provisions hereof shall constitute default and shall be held liable for such default and compensate for all direct economic losses suffered by the non-defaulting party.

 

Article 7 Execution, modification and termination of the agreement

 

1. This Agreement comes into effect after being signed by the representatives of party A and party B or affixed with the common seal or special seal for contractual uses. This Agreement shall have long-term validity unless it is terminated by the ways agreed herein or provided by applicable laws.

 

2. Any supplement or modification to this Agreement by both parties shall be in a writing form and take effect after being signed by the representatives of both parties and affixed with the common seal or special seal for contractual uses.

 

3. If one of the following circumstances occurs, this Agreement shall terminate:

 

1) This Agreement can terminate upon consensus reached by both parties through negotiations;

 

2) If party B is involved in one of the following circumstances, party A has the right to cancel this Agreement and revoke party B’s membership (if party B is qualified to enter the market to trade, such qualification shall be terminate automatically):

 

Party B transfers the membership or authorizes other persons to manager it, or contract it to other persons in private; party B suffers serious deficiencies in fund, personnel and equipment, and disordered management, and fails to improve effectively after party A gives the rectification advice; party B refuses to implement party A’s resolutions; makes use of the membership for illegal operation; fails to pass the annual member audit and still fails to pass after the Exchange requires it to rectify within specified period; party B is involved in other circumstances where the national laws, rules and regulations, or the Exchange’s rules and regulations are violated.

 



 

4. Where one party or both parties fail to fulfill this Agreement due to occurrence of force majeure such as failure of transaction system, suspended trading at the Exchange or natural disaster, both parties shall negotiation to determine the conditions for continuous performance of this Agreement or terminate this Agreement. If both parties fail to reach a consensus on the conditions for continuous performance or termination of this Agreement, this Agreement shall terminate automatically.

 

5. After termination of this Agreement, party B shall complete the follow-up works about agreement cancellation or termination as per the Exchange’s rules and regulations. Party A shall not refund the fees paid by party B; in addition to settling all fees payable to party A, party B shall handle aftermath as required by party A and assume the responsibilities and charges arising from the process of handling.

 

Article 8 Notice and service

 

1. As required by performance of this Agreement, all notices sent by one party to the other party and documents sent and received between both parties as well as the notices and requirements related with this Agreement shall be in a writing form and delivered to the contacts designed herein personally, by post or email. Party B’s contact person and contact information are detailed in the Appendix I Membership Registration Table . In case party B changes the contact information, contact person or other related information, party B shall be notified in a writing form timely, or party B shall undertake the responsibilities and consequences arising from this.

 

2. The notifying party employs the form specified in this article to serve the written notice to the other party who signs after receiving it or make confirmation, or the notice enters the other party’s e-mail acceptance system, or it has been three days after the notice is sent by express, then the notifying party shall be deemed as having fulfilled the obligation of notice and service.

 

Article 9 Dispute settlement

 

All matters concerning this Agreement shall be governed by the laws of Chinese Mainland. Any disputes arising from this Agreement or related with performance of this Agreement shall be settled through friendly negotiations between party A and party B firstly. If such negotiations fail, either party can apply to Guangzhou Arbitration Committee for arbitration according to the arbitration rules of the Committee effective then.

 

Article 10 Miscellaneous

 

1. Party B clearly understands, confirms and agrees that: all existing rules and regulations at the Exchange and those to be formulated, amended and issued in the future shall be the appendixes to this Agreement and are binding to party B from the date when the Exchange issues or informs party B of such rules and regulations (the earlier date shall prevail) without further signature or confirmation made by party B, and the Exchange has the right to update and amend related rules and regulations from time to time based on the practical situations.

 

2. This Agreement is signed at Guangzhou, Guangdong. It is made in duplicate and each party holds one copy. Both copies have same legal effect.

 

3. The Exchange adopts an electronic mode to sign. Besides signing on the written agreements, members can directly sign the electronic agreement with the Exchange through the trading system or submit application and agree related agreement contents via trading system.

 



 

Upon approval by the Exchange, the contract is constituted. In case the agreement is signed electronically, the members shall acknowledge the validity of this electronic agreement and be subject to the system data of the Exchange.

 

4. The rules and regulation specified in Appendix I Membership Registration Table and Appendix II List of Rules and Regulations of Guangdong Precious Metals Exchange and other supplementary agreements are inseparable parts of this Agreement and have legal effects equal to this Agreement. However, if there are any discrepancies between the supplementary agreements and partial or whole articles contained herein, the appendixes shall prevail.

 

5. The appendixes hereof include:

 

(1) Appendix I: Membership Registration Table ;

 

(2) Appendix II: List of Rules and Regulations of Guangdong Precious Metals Exchange

 

(No text below)

 



 

(Page of Signature for Membership Agreement 2014)

 

Cautions:

 

1. If party B is a corporate body, signature from a legal representative or authorized representative and common seal from the corporate are required to confirm; if party B is not a corporate body, signature from the person in charge or authorized representative and common seal from the corporate are required to confirm.

 

2. If document copies are provided, seals must be affixed to verify the copies tally with the original.

 

3. This Agreement includes the text and appendixes. None can be dispensed with. If party B detects a missing page, please do not sign on it.

 

4. After party B signs and seals on this page, party B shall be deemed as having read, understood, accepted and will observed all binding articles and appendixes hereof.

 

5. Party B has received the rules and regulations listed in the Appendix II, and fully understands, agrees and observes relevant rules and regulations.

 

Party A (seal): Guangdong Precious Metals

Exchange Co., Ltd.

 

Party B: Guangdong Jin Xiang Yin Rui

Precious Metals Management Co., Ltd.

 

 

 

Representative (signature):

/s/ Ximing Wang

 

Representative (signature):

/s/ Wenlong Hou

 

 

 

 

 

 

Signed on: December 31, 2013

 

Signed on: December 31, 2013

 



 

Appendix I:

 

Membership Registration Table

 

Member

Guangdong Jin Xiang Yin Rui Precious Metals Management Co., Ltd.

Fax

021-63099910

Contact address

Floor 4, Block B, Zhenhua Enterprise Plaza, 3261 Dongfang Road, Pudong New Area, Shanghai

Postal code

200125

Legal representative

Fang Yun

Post

 

Tel

13799920510

Contact person

Wenlong Hou

Post

 

Tel

15000818358

Member type

x Comprehensive member o Brokerage Member ¨ Settlement Member o Industrial Member o Service Member 

Fees

Item

Amount (RMB/10,000 Yuan)

Remarks

Membership fee

/

One-off payment

Annual management fee

100,000 Yuan/Year

From Jan.1, 2014 to Dec.31, 2014

Party A’s receipt account:

Bank of deposit: Tianrun Road Subbranch, Guangzhou Branch, China Merchants Bank

Account Number: 120906894110601

Account Name: Guangdong Precious Metals Exchange Co., Ltd.

 

Party A (seal): Guangdong Precious Metals Exchange Co., Ltd.

 

Party B: Guangdong Jin Xiang Yin Rui Precious Metals Management Co., Ltd.

 

 

 

Representative (signature):

/s/ Ximing Wang

 

Representative (signature):

/s/ Wenlong Hou

 

 

 

 

 

 

Signed on: December 31, 2013

 

Signed on: December 31, 2013

 



 

Appendix II:

 

List of Rules and Regulations of Guangdong Precious Metals Exchange

 

The trading rules, business regulations and management system existing currently and to be formulated, amended or issued in the future by Guangdong Precious Metals Exchange are important parts hereof, including but not limited to:

 

1. Silver Product Trading Rules 2014

2. Platinum Product Trading Rules 2014

3. Porpezite Product Trading Rules 2014

4. Spot Delivery Administrative Methods 2014

5. Administrative Methods for Entry into Market to Trade 2014

6. Risk Control Administrative Methods 2014

7. Membership Management Methods 2014 and Member Operation Guide 2014

8. Settlement and Liquidation Management Methods 2014

9. Trading Fund Management Methods 2014

10. Management Methods for Maintenance of Transaction System 2014

11. Management Methods for Client’s Trading Account 2014

12. Measures on Dealing with Violations and Breaches 2014

13 . General Words and Term Definition for Rules, Regulations and Agreement 2014

14. Explanations on General Computational Formula for Rules, Regulations and Agreement 2014

 

Both parties confirm that: party B has asked for and party A has delivered all complete texts of rules and regulations set out in this List, and both party A and party B have known, understood, accepted and agreed the relevant contents.

 




Exhibit 10.8

 

Risk Disclosure and Trading Agreement

 

(Applicable for comprehensive members, settlement members and industrial members)

 

Party A: see detailed member information in Annex I

 

Party B: Guangdong Precious Metals Exchange (hereinafter referred to as “Exchange” or “party B”)

 

Whereas:

 

I. Party A is a comprehensive member, or settlement member or industrial member conferred with related membership upon approval from the Exchange and apply for entering the market to trade of its own accord;

 

II. Party A declares that, according to the requirements of relevant trading rules, operation regulations and management system (hereinafter collectively referred to as “rules and regulations”) made by the Exchange, party A has met all conditions for applying entry into the market to trade;

 

III. Party A performs or participates in spot trading electronic spot trading of precious metals (hereinafter collectively referred to as “precious metals trading business”) on a free will basis and agrees to undertake all profits, deficits, costs and losses arising therefrom by itself.

 

Party A and party B now enters into the following agreements on the related matters about party A’s entry into the market to trade for the purpose of regulating party A to carry out precious metals trading business and making the rights, obligations and responsibilities of parties concerned through friendly negotiations:

 

Article 1 Party A performs or participates in the precious metals trading business on the exchange platform, including trade of comprehensive members with the clients, trade of settlement members with comprehensive members and industrial members on a free will basis. Party A warrants that applicable laws and regulations as well as the Exchange’s relevant rules and regulations will be observed and the principles of free will, equity and good faith will be followed to practically fulfill related trading agreements with the counterparty and agrees to undertake all risks of loss and legal responsibilities arising from the precious metals trading business which he or she has developed or participated in.

 

Party B provides required services for party A and the precious metals trading business which party A develops and participates in, and carries out supervision and management over Party A and all precious metals trading business developed or participated in by party A in accordance with applicable laws, rules and regulations as well as relevant agreement provisions. Party B neither participates in the precious metals trading business associated with party A nor bears any risks of loss and legal responsibilities arising from precious metals trading business related with party A.

 

Article 2 Party A declares that, prior to signing this Agreement, party A has carefully read Risk Disclosure Statement, all terms contained in this Agreement and all of its attachments, and been familiar with, understood, accepted and agreed all contents of the above mentioned documents. Party A shall submit application for entering the market to trade and related data to party B as required (see detailed in Appendix II), and guarantees the legality, compliance, authenticity and validity of the application and related data.

 



 

Article 3 Party A declares that, the rules and regulations provided by party B are intended to regulate precious metals trading business and necessary for assuring monitoring of the trading process and control of market risks, and party A has fully understood, accepted and agreed to observe all relevant regulations. The list of existing rules and regulations in Exchange is detailed in Appendix III.

 

Article 4 Party A acknowledges that, an electronic trading mode is employed for development of or participation in the precious metals trading business on the Exchange’s platform. As for the precious metals trading business developed or participated in by party A on the Exchange’s platform, party A agrees the trading records kept on party B’s system as effective evidences for its trading behaviors, trading directives and trading results.

 

Article 5 A Both Sides Clear system is implemented for the precious metals spot trading on the Exchange platform and centralized T+1 fund clearing system for the electronic spot trading of precious metals. Party A shall open an account for fund clearing at the clearing bank designated by party B and assure the legality of funds deposited in the fund clearing account. Such clearing bank carries out fund clearing within the scheduled time to transfer trading gains and losses, trading commissions and overnight fees for parties concerned based on daily settlement data of the trading system provided by party B and in accordance with rules and regulations as well as provisions specified in the fund depository agreement.

 

Article 6 Party B opens a special reserve account at the clearing bank for unified reservation, supervision and management of trading deposits from party A. Party A shall deposit the trading deposits in advance as prescribed, and the clearing bank’s confirmation for funds credited into the account shall prevail. No interests accrue for the trading deposits from party A. The time for fund withdrawal and deposit of precious metals trading business shall be subject to the rules made by the clearing bank.

 

Article 7 Party B provides the precious metals trading quotation, information, market analysis and data about the transactions to party A via party B’s website (www.pmec.com) and related software. Any precious metals trading quotation, information, market analysis and data about the transactions are only provided for reference and shall not constitute any indication, induction or implication for party A’s transactions, and party B bears no responsibilities for the authenticity, accuracy and timeliness. The market data and data analysis as well as the right to use for the precious metals trading business carried out on the Exchange platform belong to party B.

 

Article 8 Party A shall pay required charges including the trading commissions to party B for the precious metals trading business carried out or participated in by party A as the remuneration of services offered by party B as per the rules and regulations.

 

Article 9 Party B has the rights to supervise and manage precious metals trading business carried out or participated by party A in accordance with the rules and regulations. Party A shall

 



 

actively cooperate with, assist and obey party A to adopt various measures for supervision and management.

 

Article 10 Party B is entitled to follow the rules and regulations to take measures concerning risk warning, control and management for the precious metals trading business carried out or participated in by party A. If any circumstance specified in the regulations about risk controls happen to party A, party B is allowed to directly adopt the management measures to limit or intervene in the transactions in order to prevent occurrence or expansion of the transaction risks. Party B can separately or simultaneously employs measures of requiring party B to report, reminding by talks, giving written warning and releasing risk warning announcement or other risk warning measures which party B thinks necessary, but such measures are not compulsory, and party A shall not claim any responsibilities from party B for party B’s failure in adopting relevant risk warning measures.

 

Article 11 Where party A violates any laws, the Exchange’s rules and regulations or related agreements concluded between the trading parties concerned, party B has the right to adopt disciplinary measures such as warning, compulsory training, suspension or termination of trading qualification, and is entitled to employ related control measures to limit or intervene in party A’s transactions separately or simultaneously. Where party A exceeds the limited position, fails to supplement the trading deposits in time or takes other actions that severely go against the regulations and agreements, party B has rights to compulsively transfer the positions held by party A, and any possible losses suffered by party A arising from this shall be assumed by party A.

 

Article 12 If any circumstances specified in the regulations about risk controls happen to party A, and party B adopts measures such as risk warning, risk control, risk management or violation treatment according to relevant rules and regulations, thus causing disputes between party A and other parties involved in the transaction, party A shall settle such disputes by itself; any losses suffered by other parties involved in the transaction shall be undertaken by party. Party A shall not assert rights, claim for compensation or responsibilities from party B due to risk warning, risk control, risk management and disciplinary measures adopted by party B in accordance with relevant rules and regulations.

 

Article 13 The employees selected by party A to be filed with the Exchange shall be deemed as the authorized representatives for party A to develop or participate in the precious metals trading business. Party A shall bear responsibilities for the behaviors of such employees in accordance with the applicable laws and related rules and regulations provided by the Exchange.

 

Article 14 In the process of developing or participating in the precious metals business on the Exchange platform, party A shall cover the risks and losses resulted from its mistakes or noncompliance at its own account.

 

Article 15 Party B shall not be responsible for the risks and losses aroused by force majeure, change of situation or other causes not attributable to party B, including but not limited to:

 

1. Transaction suspension, delay or other risks caused by force majeure including earthquake,

 



 

flood, fire, riot, strike, war, government regulation, international or domestic prohibition, restriction or safeguard measure, power failure, technical fault and electronic failure;

 

2. Temporary or permanent shutdown of trading system and other risks caused by change of national laws, rules, regulations and policies and release of emergency measures;

 

3. Losses suffered by party A due to interference or failure of telephone line or signal, communication and network when party A is trading by telephone or via Internet;

 

4. Losses suffered by party A due to occurrence of online hacker attack, unauthorized login or other circumstances;

 

5. Other causes not attributable to party B

 

In case of trading or transaction data interrupt caused by the above mentioned events, the finial transaction data recorded in party B’s transaction system prior to occurrence of failure shall be the effective data when the transaction resumes. Party B has the right to complete account settlement based on such transaction data.

 

Article 16 Party B shall establish and complete the complaint handling mechanism. Party A is entitled to give feedback or submit complaint about the problems occurring in the process of precious metals trading business.

 

Party 17 During performance of this Agreement, in the event of any changes in related laws, rules, regulations or policies, party A agrees that, party B has the right to directly change the articles contained herein in relation to the above changes by the notification ways agreed herein or by posting notices on the website.

 

Article 18 This Agreement has long-term validity. Party A and party B can prematurely terminate or cancel this Agreement upon consensus reached through negotiations between party A and party B. But where party A’s membership is canceled or qualification for trading is terminated as party A violates laws, the Exchange’s rules and regulations or related agreement, this Agreement shall terminate automatically at the time when party A’s membership is canceled or qualification for trading is terminated.

 

Article 19 Party A agrees that: whatever the claim for compensation lodged against party B is based on, the liability for compensation which party B shall assume is limited to the total service remuneration charged by party B from party A.

 

Article 20 Any disputes arising from this Agreement or related with performance of this Agreement shall be settled through friendly negotiations between party A and party B firstly. If such negotiations fail, either party can apply to Guangzhou Arbitration Committee for arbitration according to currently effective arbitration rules of the Committee.

 

Article 21 The appendixes and other supplementary agreements are inseparable parts of this Agreement and have legal effects equal to this Agreement. However, if there are any discrepancies between the rules and regulations formulated, amended or issued by the Exchange after this Agreement comes into effect, the supplementary agreements signed by party A and party B and partial or whole articles contained herein, the newest valid documents shall prevail.

 



 

Article 22 Party A declares and agrees that, party B has fully explained Article 19,  and other articles that make exceptions, responsibility limitations that may weight party A’s responsibilities and mitigate party B’s responsibilities, and party A has fully understood related articles and is committed to abide by these articles.

 

Article 23 This Agreement takes effect from the date when party A and party B signs and seals on this Agreement. This Agreement is made in duplicate and each party holds one copy. This Agreement is signed at Guangzhou, Guangdong.

 

The Exchange adopts an electronic mode to sign. Except signing on the written agreements, members can directly sign the electronic agreement with the Exchange through the trading system or submit application and agree related agreement contents via trading system. Upon approval by the Exchange, the contract is constituted. In case the agreement is signed electronically, the members shall acknowledge the validity of this electronic agreement and be subject to the system data of the Exchange.

 

Article 24 The appendixes hereof include:

(1)  Member Information Form;

(2)  Application Form for Entering the Market to Trade;

(3)  List of Rules & Regulations of Guangdong Precious Metals Exchange;

(4)  Power of Attorney

 

(No text below)

 

(Page of Signature for Trading Agreement)

 



 

Cautions:

 

1. If party A is a corporate body, signature from a legal representative or authorized representative and common seal from the corporate are required to confirm; if party A is not a corporate body, signature from the person in charge or authorized representative and common seal from the corporate are required to confirm.

 

2. If party A provides copies, seals must be affixed to verify the copies tally with the original.

 

3. This Agreement includes the text and appendixes. None can be dispensed with. If party A detects the missing page, please do not sign on it.

 

4. After party A signs and seals on this page, party A shall be deemed as having read, understood, accepted and observed all binding articles and appendixes hereof.

 

Party A (seal): Guangdong Jin Xiang Yin Rui

Metals Precious Metals Management Co., Ltd.

 

Party B (seal): Guangdong Precious

Exchange Co., Ltd.

 

 

 

Legal Representative

or Authorized Representative (seal):

/s/ Fang Yun

 

Legal Representative

or Authorized Representative (seal):

/s/ Ximing Wang

 

 

 

 

 

 

Signed on: December 31, 2013

 

Signed on: December 31, 2013

 




Exhibit 10.9

 

Risk and Return Transfer Agreement

 

With Pan Hou Wei Ran—PHC Commodity Equity Interest Swap Fund No. 1

 

This Risk and Return Transfer Agreement with Pan Hou Wei Ran — PHC Commodity Equity Interest Swap Fund No.1 (the “ Agreement ”) was entered into on the day of Column A by the following two parties in Shanghai, China.

 

Column B , is a member on Column C and have its legal address of Column D (hereinafter referred to as “ Party A ”).

 

Pan Hou Wei Ran (Shanghai) Asset Management Co., Ltd., on behalf of Pan Hou Wei Ran — PHC Commodity Equity Interest Swap Fund No.1, under its management (hereinafter referred to as “ Party B ”), is a private fund company duly established under the law and registered in fund industry association, having its legal address of No.1112-5, Lane 528, New Jinlong Street, Zhujing Town, Jinshan District, Shanghai. Party B is the fund manager of Pan Hou Wei Ran —PHC Commodity Equity Interest Swap Fund No.1, having funds filing and issuing qualification.

 

Party A and Party B are hereinafter collectively referred to as “Parties”.

 

Whereas,

 

Party A is a comprehensive member of Column C (hereinafter referred to as “Exchange”). According to existing trading rules of Exchange, Party A acts as the counterparty of online spot commodity trading of its customer and thus trading positions are generated.

 

Party B raises capital from particular clients, acts as fund manager and makes investment with fund assets for the benefit of its fund shareholders. The Agreement is an investment project of Party B, as the fund manager of Pan Hou Wei Ran — PHC Commodity Equity Interest Swap Fund No. 1.

 

1



 

Both Parties confirm for the avoidance of doubt that the fund assets of Pan Hou Wei Ran — PHC Commodity Equity Interest Swap Fund No.1 is independent of and segregated from other assets owned or managed by Party B. All the risks and returns of Party B under this agreement shall be borne by Pan Hou Wei Ran — PHC Commodity Equity Interest Swap Fund No.1.

 

Party A, to hedge the risks relating to its trading positions and to reduce gains volatility, and Party B, to obtain potential gains resulting from Party A’s trading positions with fund assets investment, hereby execute the Agreement voluntarily. The parties conduct risk and return transfer under the terms and conditions of the Agreement.

 

NOW THEREFORE, the parties enter into the following agreement in respect of trading positions transfer through friendly negotiation:

 

1.               Definition

 

Unless the context of the Agreement stipulates otherwise, the capitalized terms shall have the meanings set out below:

 

“trading positions”

 

means trading positions Party A passively incurs due to its role as the counterparty of its customers’ trades in online spot commodity trading

 

 

 

“Net Gains/Net Losses”

 

in the case of a trading day, means the net gains or losses generated by settling trading positions held by Party A, exclusive of its trading commissions, bid-offer spreads and overnight fees

 

 

 

“Transfer Trading”

 

the meaning as defined in Article 2.1 of the Agreement

 

 

 

“Starting Date of Transfer Trading”

 

means the starting date of transfer trading as defined in Article 2.2

 

 

 

“Expiration Date of Transfer Trading”

 

means the expiring date of transfer trading as defined in Article 2.2

 

2



 

“Trading day”

 

means a set of trading day for Party A, which is the period between 23 rd  (inclusive) of the precious month and 22 nd  (inclusive) of the current month, provided that, for the first settlement period under this agreement, trading day shall be the Starting Date of Transfer Trading.

 

 

 

“Settlement Period”

 

means the period between 23 rd  (inclusive) of the precious month and 22 nd  (inclusive) of the current month, however, the last settlement period under this agreement shall be the period from the last payment date to the Expiration Date of Transfer Trading.

 

 

 

“Payment Period”

 

means the period between 23 rd  of a given month immediately after the Settlement Period and the last day of the same month.

 

2.                                       Transfer Trading

 

2.1                                Trading positions are generated by Party A acting as the counterparty of its customers’ trades in online spot commodity trading. If trading positions generate net gains, Party A shall pay all the net gains to Party B; if trading positions generate net losses, Party B shall pay the net losses to Party A (hereinafter referred to as “ transfer trading ”).

 

2.2                                The Starting Date of Transfer Trading is August 23, 2015 and the Expiration Date of Transfer Trading is October 1, 2020.

 

2.3                                Party B shall open an independent and segregated bank account to deposit fund assets and to make and receive payment for trading settlement (hereinafter referred to as “ fund account ”).

 

2.3.1                      Payment between the Parties under the Agreement shall be made via the fund account.

 

3



 

3.                                       Payment of Transfer Trading

 

3.1                                Net trading gains and losses from trading positions shall be settled and provided for on a daily basis and paid on a monthly basis during the Payment Period.

 

3.1.1                      Party A shall submit trading settlement data during corresponding Settlement Period to Party B before 12:00am of the 23 rd  of each month. Party B shall verify the trading settlement data and pay the net losses (if applicable) before the end of the month and Party A shall pay the net gains (if applicable) before the end of the month.

 

3.1.2                      If trading positions generate net gains during Settlement Period, Party A shall pay the net gains to the fund account during each Payment Period. If trading positions generate net losses during Settlement Period, Party B shall pay the net losses to Party A from the fund account during each Payment Period.

 

3.2                                The Parties’ Account Information

 

3.2.1                      Account Information of Party A

 

Account Name: Column B

 

Bank: Column E

 

Account Number: Column F

 

3.2.2                      Account Information of Party B (fund)

 

Account Name: Pan Hou Wei Ran — PHC Commodity Equity Interest Swap Fund No. 1

 

Bank: Industrial Bank Co. Ltd., Shanghai Free-Trade Zone branch

 

Account Number: 216610100100004468

 

4.                                       Liability of Default

 

4.1                                The parties to the Agreement shall fully fulfill their obligations stipulated in the Agreement upon effectiveness of the Agreement. In case of any failure to perform the obligations under the Agreement or incomplete performance by any party, the defaulting party shall undertake default responsibility to the other party (“non-defaulting party”). This Agreement shall prevail, unless the

 

4



 

parties agree otherwise.

 

4.2                                The parties agree and acknowledges that if trading settlement data cannot be accessed due to any reason except for the parties to the Agreement, resulting in difficulty in transfer trading payment, the parties have no obligation to settle or provide for the trading gains and losses until when trading settlement data is available again.

 

5.                                       Termination of the Agreement

 

5.1                                Except for the special cases stipulated by the law such as force majeure, the Agreement can only be terminated under the following conditions:

 

5.1.1                      The Expiration Date of Transfer Trading is due;

 

5.1.2                      Where Party A stops to act as the counterparty to its customers’ trades of online spot commodity trading, due to the discontinued operation of the exchange that Party A operates on or the termination of related business or a change of trading model, or where Party A is no longer able to perform the Agreement due to the change in laws, regulations and trading rules or required by supervision authorities, Party A may terminate this Agreement by written notice;

 

5.1.3                      The parties to the Agreement agree to terminate jointly by written approval;

 

5.1.4                      Other circumstances otherwise agreed by the parties.

 

6.                                       Force majeure

 

6.1                                Force majeure means any circumstances occurred after the execution date which is uncontrollable and unforeseeable or which is foreseeable but unavoidable as a result of which any party is unable to perform all or part of the Agreement. Force majeure events include but are not limited to, strikes, labor troubles or disturbances, explosions, fires, floods, earthquake, hurricane and/or other natural

 

5



 

disasters, war, civil commotions, intentionally destruction, expropriation, confiscation, sovereign act of government, legal change, cooperation discontinuation between the two parties due to lack of approval in respect of certain matters by government or mandatory provisions and requirements by government, and other significant events or emergency events.

 

6.2                                In the event of any such events, the party affected shall give prompt notice to the other party in the most convenient way and submit detailed writing report to the other party within fifteen (15) days after the event occurred. The party affected by force majeure shall take all reasonable steps to overcome the effects of force majeure and reduce the loss caused by force majeure. The parties to the Agreement shall, in accordance with the effects of the events on the performance of the Agreement, decide whether to terminate or delay the performance of the Agreement or whether to exempt all or part of the obligations of the party affected

 

7.                                       Law Applicable and Disputes Resolution

 

7.1                                The execution, validity, interpretation, performance and disputes resolution of the Agreement shall be governed by and interpreted in accordance with the law of the People’s Republic of China.

 

7.2                                Any disputes arising from this agreement shall be first settled through friendly consultation; in case of no settlement amicably as aforesaid, shall be submitted to Shanghai Arbitration Committee for arbitration in accordance with its existing valid arbitration rules in Shanghai. The arbitration award shall be final and binding upon all the parties.

 

8.                                       Others

 

8.1                                Confidentiality

 

Trade secrets and business information of one party obtained by the other party in the process of performing this Agreement shall be kept in strict confidence, and shall not be disclosed in any way or to any third parties or applied for improper

 

6



 

use without prior written consent of the owning party. The provision shall not apply to the information which can be disclosed stipulated by laws and regulations, required by government, judiciary or domestic or foreign stock exchange.

 

8.2                                Severability

 

In case all or part of any provisions contained herein shall be held to be illegal, invalid or unenforceable, such provisions or part of the provisions shall not be construed as part of this Agreement and the legality, validity or enforceability of any other provisions of this Agreement shall not be affected.

 

8.3                                Amendment

 

Any amendment to the Agreement shall be made in a written form signed by the parties. Signed written amendment to the Agreement shall form an integral part of this Agreement.

 

8.4                                Assignment

 

The Agreement is binding on both parties and their successors and is executed for the benefit of them; provided that, the rights or obligations under this Agreement shall not be assigned in whole or in part by any party without the prior written consent of the other party hereto.

 

8.5                                Notice

 

Any notice or other communication provided for in this Agreement by either party to the other party shall be made in written form and delivered by hand or by approved express delivery or by facsimile to the appropriate addresses of the parties set forth below. The date of receipt of a notice shall be confirmed in accordance with the following provisions:

 

(a)                      In the case of the notice delivered by hand, the date of receipt of a notice shall be the date delivered by hand;

 

7



 

(b)                      In the case of the notice delivered by approved express delivery, the date of receipt of a notice shall be the date on the return receipt; and

 

(c)                       In the case of the notice sent by facsimile, the date of receipt of a notice shall be next business day after the successful delivery and receipt of the facsimile.

 

Notice to Party A:

 

Address: 12 th  Floor, Block B, Zhenhua Enterprise Plaza, No. 3261 Dongfang Road, Pudong District, Shanghai

 

Receiver: Shijia Wang

 

Fax: 021-20289085

 

Notice to Party B:

 

Address: 29 th  Floor, Block 2, Lujiazui Century Financial Plaza, No. 759, Yang Gao Nan Road, Pudong District, Shanghai

 

Receiver: Shuifang Chen

 

Fax: 021-68373063

 

8.6                                Original Text

 

This Agreement shall be executed in two counterparts, and each party will hold one counterpart. All of the counterparts shall have the equal legal effect.

 

8



 

(There is no text below. This is the signature page of Risk and Return Transfer Agreement with Pan Hou Wei Ran — Commodity Equity Interest Swap Fund No. 1)

 

IN WITNESS WHEREOF, each of parties hereto has caused this agreement to be executed by duly authorized representative on September 30, 2015 in Shanghai China.

 

Column B

 

/s/ Column G

 

 

Pan Hou Wei Ran (Shanghai) Asset Management Co., Ltd., on behalf of Pan Hou Wei Ran —PHC Commodity Equity Interest Swap Fund No.1 under its management (Seal)

 

Signature (legal representative):

/s/ Xuwei Yang

 

 

9



 

Schedule A to the Risk and Return Transfer Agreement

 

 

 

Column A

 

Column B

 

Column C

 

Column D

 

Column E

 

Column F

 

Column G

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

September 30, 2015

 

Tianjin Rong Jin Hui Yin Precious Metal Management Co., Ltd.

 

Tianjin Precious Metals Exchange

 

Rm. 28-1-2010, Shangwuyuan West District, Zhong Xin Road, Konggang Economic Area, Tianjin, China

 

China Merchants Bank, Tianjin Konggang branch

 

122903999110802

 

Songzhi Hu

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2

 

September 30, 2015

 

Guangdong Jin Xiang Yin Rui Precious Metal Management Co., Ltd.

 

Guangdong Precious Metals Exchange

 

No.13 of Room 1601, Bld#16, Nansha Financial Building, No.171 Haibin Road, Nansha District, Guangzhou, China

 

China Merchants Bank, Guangzhou Henglong Plaza branch

 

120907654210504

 

Dikuo Bo

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3

 

October 22, 2015

 

Guangdong Sheng Ding Precious Metal Management Co., Ltd.

 

Guangdong Precious Metals Exchange

 

No.15 of Room 1601, Bld#16, Nansha Financial Building, No.171 Haibin Road, Nansha District, Guangzhou, China

 

Industrial and Commercial Bank of China, Guangzhou No.1 branch

 

3602000119201729868

 

Binhui Song

 




Exhibit 10.10

 

Supplementary Agreement

 

Risk and Return Transfer Agreement with Pan Hou Wei Ran - PHC Commodity Equity Interest Swap No.1

 

This Supplementary Agreement to the Risk and Return Transfer Agreement of Pan Hou Wei Ran — PHC Commodity Equity Interest Swap Fund No.1 (this “ Supplementary Agreement ”) is signed by the following parties at Shanghai, China on Column A

 

Column B , with legal address at Column C (“ Party A ”);

 

Pan Hou Wei Ran - PHC Commodity Equity Interest Swap Fund No.1 represented by Pan Hou Wei Ran (Shanghai) Asset Management Co., Ltd. (“ Party B ”), a private equity fund company incorporated legally and registered at the fund trade association, with legal address at No.1112-5, Lane 528, New Jinlong Street, Zhujing Town, Jinshan District, Shanghai, serving as the fund manager of Pan Hou Wei Ran- PHC Commodity Equity Interest Swap Fund No.1;

 

The above mentioned parties are collectively referred to as “ Parties ”.

 

Whereas:

 

Both parties have signed the Risk and Return Transfer Agreement with Pan Hou Wei Ran - PHC Commodity Equity Interest Swap Fund No.1 (hereinafter referred to as the “ Master Agreement ”) on Column D , reaching agreements for transferring net gains and losses resulting from Party A’s trading positions on the exchange that Party A operates on.

 

Now as the term “net gains and losses” in the Master Agreement shall be further defined, the Master Agreement is supplemented as follows through friendly negotiations between both parties:

 

1.               If Party A’s customer incurs negative equity where his trading deposits are insufficient to cover the trading losses, such customer’s deposit balance due to Party A shall not be included in the net gains of Party A, thus Party A has no need to make payment to party B for the same.

 

2.               This Supplementary Agreement effectively supplements the Master Agreement. The remaining provisions of the Master Agreement which are not mentioned in this Supplementary Agreement shall continue to be valid and fulfilled by both parties.

 

3.               This Supplementary Agreement shall be executed in two counterparts, and each party will hold one counterpart. All of the counterparts shall have the equal legal effect and shall become effective after signed and chopped by both parties.

 



 

[Signature Page to the Supplemental Risk and Return Transfer Agreement]

 

Column B

Pan Hou Wei Ran (Shanghai)

 

Asset Management Co., Ltd.

 

 

 

 

(Seal)

(Seal)

 

 

 

 

Signature of legal representative:

/s/ Column E

 

Signature of legal representative:

/s/ Xuwei Yang

 

 



 

Schedule A to the Supplementary Risk and Return Transfer Agreement

 

 

 

Column A

 

Column B

 

Column C

 

Column D

 

Column E

 

 

 

 

 

 

 

 

 

 

 

1

 

November 19, 2015

 

Tianjin Rong Jin Hui Yin Precious Metal Management Co., Ltd.

 

Rm. 28-1-2010, Shangwuyuan West District, Zhong Xin Road, Konggang Economic Area, Tianjin, China

 

September 30, 2015

 

Songzhi Hu

 

 

 

 

 

 

 

 

 

 

 

2

 

November 19, 2015

 

Guangdong Jin Xiang Yin Rui Precious Metal Management Co., Ltd.

 

No.13 of Room 1601, Bld#16, Nansha Financial Building, No.171 Haibin Road, Nansha District, Guangzhou, China

 

September 30, 2015

 

Dikuo Bo

 

 

 

 

 

 

 

 

 

 

 

3

 

November 19, 2015

 

Guangdong Sheng Ding Precious Metal Management Co., Ltd.

 

No.15 of Room 1601, Bld#16, Nansha Financial Building, No.171 Haibin Road, Nansha District, Guangzhou, China

 

October 22, 2015

 

Binhui Song

 




Exhibit 10.11

 

Risk and Return Transfer Execution Guarantee Agreement

 

With Pan Hou Wei Ran — PHC Commodity Equity Interest Swap Fund No.1

 

Risk and Return Transfer Execution Guarantee Agreement of Pan Hou Wei Ran — PHC Commodity Equity Interest Swap Fund No.1 (the “Agreement”) is entered into on the day of October 22, 2015 by the following parties in Shanghai, China.

 

Tianjin Rong Jin Hui Yin Precious Metal Management Co., Ltd. (“ Party A1 ”), having its legal address of Rm. 28-1-2010, Shangwuyuan West District, Zhong Xin Road, Konggang Economic Area, Tianjin, China

 

Guangdong Jin Xiang Yin Rui Precious Metal Management Co., Ltd. (“ Party A2 ”), having its legal address of No.13 of Room 1601, Bld#16, Nansha Financial Building, No.171 Haibin Road, Nansha District, Guangzhou, China

 

Guangdong Sheng Ding Precious Metal Management Co., Ltd. (“ Party A3 ”, collectively referred as “ Party A ” together with Party A1 and Party A2), having its legal address of No.15 of Room 1601, Bld#16, Nansha Financial Building, No.171 Haibin Road, Nansha District, Guangzhou, China

 

Shanghai Pan Hou Wei Ran Asset Management Company Limited, on behalf of Pan Hou Wei Ran — PHC Commodity Equity Interest Swap Fund No.1 under its management (hereinafter referred to as “Party B”), is a private fund company duly established under the law and registered in fund industry association, having its legal address of No.1112-5, Lane 528, New Jinlong Street, Zhujing Town, Jinshan District, Shanghai. Party B is the fund manager of Pan Hou Wei Ran —PHC Commodity Equity Interest Swap Fund No.1, having funds filing and issuing qualification.

 

The above parties are hereinafter collectively referred to as “the parties”.

 

Whereas,

 

Party A1, Party A2 and Party A3 have signed a Risk and Return Transfer Agreement of Pan Hou Wei Ran — PHC Commodity Equity Interest Swap Fund No.1 with Party B respectively (hereinafter referred to as “ Risk and Return Transfer Agreement ”).

 

NOW THEREFORE, the parties enter into the following agreement in respect of execution guarantee of the Risk and Return Transfer Agreement as well as other

 

1



 

matters through friendly negotiation:

 

1.               Definition

 

Unless the context of the agreement stipulates otherwise, the following words in this agreement shall have the meanings set out herein below:

 

“Transfer Trading”

 

the meaning as defined in Article 2.1 of the Risk and Return Transfer Agreement.

 

 

 

“Starting Date of Transfer Trading”

 

means the date that Transfer Trading starts.

 

 

 

“Expiring Date of Transfer Trading”

 

means the date that Transfer Trading ends.

 

 

 

“Trading day (T Day)”

 

means the trading day of any party of Party A, namely a set of trading days.

 

 

 

“Net gains/Net Losses”

 

in the case of trade day, means the net gains or net losses generated by settlement of trading positions held by any party of Party A1, Party A2 and Party A3, exclusive of its trading commissions, bid-offer spreads and overnight fees.

 

 

 

“Minimum Deposit”

 

in the case of Trading Day, means the minimum deposit amount that Party A1, Party A2 and Party A3 need to maintain according to the trading rules of the relevant exchanges after the closing of T-1 of the Trading Day.

 

 

 

“Net Asset Value of Cash Management Tool”

 

means the sum of net value of account cash and investment product of cash management tool.

 

 

 

“Account”

 

the meaning as defined in Article 2.1 of the Agreement.

 

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“Fund Expense”

 

means management cost of Pan Hou Wei Ran — PHC Commodity Equity Interest Swap Fund No.1 and other expenses borne by Pan Hou Wei Ran — PHC Commodity Equity Interest Swap Fund No.1.

 

2.               Execution Guarantee Measures

 

2.1        Party B shall open an independent and segregated bank account to deposit fund assets and make receipt and payment of investment trading settlement payment (hereinafter referred to as “the Account”). Party B shall also deposit funds into the Account from time to time as required herein to support performance of Transfer Trading.

 

2.2        The parties to the agreement shall TBD and Party B can only transfer fund assets in the Account with Party A’s approval. The details of mutual management of the Account include:

 

2.2.1                      Seals of the parties shall be held in custody separately by the opening bank. In case of account operation over-the-counter or through note (such as check), fund assets transfer can only be made with both parties’ seals.

 

2.2.2                      Online banking of the Account shall be authorized hierarchically. Party A is responsible for its approval while Party B performs the fund transfer. Fund assets transfer can only be made after the approval of Party A.

 

No party shall unilaterally modify the mutual management method or prevent the other party from exercising actual management rights in any way without mutual written agreement.

 

Where Party A requests Party B to transfer fund assets, Party B shall complete such transfer as fast as practicable.

 

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2.3        Party B can make fund asset investment for improving returns other than the Transfer Trading and such investments shall be specified in the Agreement. However, investment can only be made to cash management tool with high safety and liquidity.

 

2.4        Party B shall ensure that net value of the fund share should be no less than RMB1.000 yuan per share and the total number of fund shares be no less than three million before 9:00 am of October 1, 2015.

 

2.5        Net Value of the fund share at the beginning of T Day

 

2.5.1                      Party A1, Party A2 and Party A3 shall submit trading settlement data of T-1 Day before 12:00am on T Day, respectively, since the Starting Date of Transfer Trading. The parties agree unanimously to count net value of the fund share of Party B at the beginning of T Day according to the following formulas respectively:

 

Net Value of the Fund Share at the beginning of T Day

 

= Net Value of the Fund Share at the beginning of T-1 Day

 

+Net Buying/Net Redemption Assets of the Fund of T-1 Day

 

+Short Covering Amount of Fund Shareholders of T-1 Day

 

-Actual Income Distribution of the Fund of T-1 Day

 

+Net Gain/Net Loss of Investment Product of Cash Management Tool of the Fund in T-1 Day

 

+Net Trading Profit/Loss of T-1 Day

 

-Fund expenses which shall be counted and drew in T-1 Day

 

-Any other payment to any third parties other than Party A1 made in

 

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T-1 Day

 

2.5.2                      Net Value of the Fund Share = Net Value of the Fund Assets/Total Amount of the Fund Share

 

2.5.3                      Payment of net gains or net losses made by any party of Party A and Party B under Article 3.1 hereof shall not be accounted into or affected the calculation of fund asset at the beginning of T Day of Party B.

 

2.5.4                      Party A1, Party A2 and Party A3 shall submit trading settlement data of T-1 Day before 12:00pm on T Day respectively and Party B shall submit net value data of fund asset to Party A1, Party A2 and Party A3 before 17:00pm on T Day. Where Party A1, Party A2 and Party A3 submit trading settlement data of T-1 Day later than 12:00pm on T Day, Party B shall submit net value data of fund asset within 5 hours after the receipt of trading settlement data.

 

2.6        Where net value of the fund asset of Party B at the beginning of T Day decreases to or is less than 70% of the sum of Minimum Deposit of all parties of Party A, fund warning will be triggered. Fund manager shall inform fund shareholders of additional funding (subscription) by consensus to make net value of the fund asset no less than 100% (inclusive) of the sum of Minimum Deposit of all parties of Party A.

 

2.7        Investors in funds can purchase and redeem the fund on open day as agreed by the agreement. Fund manager can, at its discretion, temporarily increase the numbers of open days based on operational need of the fund and changes in market environment.

 

2.8        Where net value of the fund asset of Party B on T Day is greater than 120% of the sum of Minimum Deposit of all parties of Party A, the portion in excess of the sum can be applied to distribution of fund returns by Party B after written

 

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notice to all parties of Party A.

 

3.               Liability of Default

 

3.1        Default of Party B

 

3.1.1                      Where Party B fails to raise additional funds timely on T Day pursuant to Article 2.6 of this agreement, Party B shall pay delay damages to Party A. The damages amount shall be 0.03% of the spread between expected additional funds and actual additional funds of Party B for each day. The damages shall be counted and drew on a daily basis and paid by fund asset on payment day after settlement. Each party of Party A can share the damages according to the proportion of their minimum deposit on T day and Party B shall pay the damages to each party of Party A from the fund account respectively. Unless early the Agreement is terminated otherwise agreed by the agreement, the agreement is still valid during the delay period and Party B shall not draw any fund asset from the fund account.

 

3.1.2                      Where failure of Party B to make Transfer Trading payment to Party A timely due to its own reason, Party B shall pay late payment fees to the Party A at a rate of 0.03% of the amounts due. If the payment is delayed for more than 7 days, Party A is entitled to terminate the Risk and Return Transfer Agreement and Party B shall continue to perform payment obligations accumulated before and till the termination of the agreement.

 

3.1.3                      Where net value of the fund asset at the beginning of any Trade Day of Party B decreases to or is lower than 10% of the sum of minimum deposit of all parties of Parties A, each of the parties to the agreement is entitled to terminate the Risk and Return Transfer Agreement, and in such event, Party B shall promptly liquidate the Pan Hou Wei Ran —

 

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PHC Commodity Equity Interest Swap Fund No.1 and pay all the payments owed to Party A.

 

3.1.4                      Upon the occurring or the knowing of events or circumstances that may cause Party B to fail to perform the Risk and Return Transfer Agreement or the Risk and Return Transfer Execution Guarantee Agreement, Party B shall promptly notify Party A. Party A, if necessary, is entitled to terminate the Risk and Return Transfer Agreement with Party B and request Party B to make Transfer Trading payment before Payment Day.

 

3.1.5                      Where Party B conducts unauthorized operation about the Account not provided for in the agreement or without prior written consent of Party A, any party of Party A is entitled to terminate the Risk and Return Transfer Agreement and request Party B to make Transfer Trading payment before Payment Day. Party B shall pay Party A all the actual damages incurred by Party A resulting from such unauthorized operation.

 

3.2        Default of Party A

 

3.2.1                      Where any party of Party A fails to submit trading settlement data for each day timely to Party B due to its own reason, the party shall submit the data within 2 days after the receipt of Party B’s notice. Where failure of the party to submit the data timely after the receipt of Party B’s notice, Party B is entitled to terminate the Risk and Return Transfer Agreement with such party and request Party A to make Transfer Trading payment before Payment Day.

 

3.2.2                      Where failure of any party of Party A to make Transfer Trading payment to Party A timely due to its own reason (included the payment made according to Article 3.2.1), such party shall pay late payment

 

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fees to Party B at a rate of 0.03% of the amounts due. If the payment is delayed for more than 7 days, Party B is entitled to terminate the Risk and Return Transfer Agreement and the Risk and Return Transfer Execution Guarantee Agreement and Party A shall continue to perform payment obligations accumulated before and till the termination of the agreement.

 

3.3        The parties hereto agree and acknowledge that if trading settlement data cannot be accessed due to any reasons except for the parties, resulting in the failure of Transfer Trading payment, the parties shall not settle during this period until the trading settlement data can be accessed.

 

4.               Termination of the Agreement

 

4.1        Except for the special cases stipulated by the law such as force majeure, the agreement can only be terminated under the following conditions:

 

4.1.1                      Expiration date of Transfer Trading is due;

 

4.1.2                      The parties to the agreement agree to terminate jointly by written approval;

 

4.1.3                      Termination of the Risk and Return Transfer Agreement;

 

4.1.4                      Where any party of Party A terminates the Agreement according to the conventions, terms and conditions under the Risk and Return Transfer Agreement with Party B, its Risk and Return Transfer Agreement with Party B is terminated at the same time; Where any party of Party A terminates the Agreement and its Risk and Return Transfer Agreement with Party B, the rights and obligations of other parties of Party A under their Risk and Return Transfer Agreement and the Agreement will be terminated automatically.

 

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5.               Force majeure

 

5.1        Force majeure means any circumstances occurred after the execution date which is uncontrollable and unforeseeable or which is foreseeable but unavoidable as a result of which any party is unable to perform all or part of the agreement. Force majeure includes but not limited to strikes, labor troubles or disturbances, explosions, fires, floods, earthquake, hurricane and/or other natural disasters, war, civil commotions, intentionally destruction, expropriation, confiscation, sovereign act of government, legal change, cooperation discontinuation between the two parties due to lack of approval in respect of certain matters by government or mandatory provisions and requirements by government, and other significant events or emergency events.

 

5.2        In the event of any such circumstances arising, the party affected shall give prompt notice to the other party in the most convenient way without any delay and submit detailed writing report to the other party within fifteen (15) days after the event. The party affected by force majeure shall take all reasonable steps to overcome the effects of force majeure and reduce the loss caused by force majeure. The parties to the agreement shall, in accordance with the effects of the events on the performance of the agreement, decide whether to terminate or delay the performance of the agreement or whether to exempt all or part of the obligations of the party affected.

 

6.               Applicable Laws and Disputes Resolution

 

6.1        The execution, validity, interpretation, performance and disputes resolution shall be governed by and interpreted in accordance with the law of the People’s Republic of China.

 

6.2        Any disputes arising from this agreement shall be first settled through the friendly consultation; in case of no settlement amicably as aforesaid, shall be

 

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handled over to Shanghai Arbitration Committee and finally resolved by arbitration in accordance with its existing valid arbitration rules in Shanghai. The arbitration award shall be final and binding upon all the parties.

 

7.               Others

 

7.1        Confidentiality

 

Trade secret and business information of one party acquired by the other party in the process of agreement performance shall be kept in strict confidence, which shall not be disclosed in any way or disclosed to third parties or applied for improper use without prior written authorization of the owning party. The provision shall not apply to the information which can be disclosed stipulated by laws and regulations, required by government, judiciary or domestic or foreign stock exchange.

 

7.2        Severability

 

In case all or part of any provisions contained herein shall be held to be illegal, invalid or unenforceable, such provisions or part of the provisions shall not be construed as part of this agreement and legality, validity or enforceability of any other provisions of this agreement shall not be affected.

 

7.3        Amendment

 

Any amendment to the agreement shall be made a written instrument signed by the parties. Written amendment to the agreement as aforesaid shall thereafter form an integral part of this agreement.

 

7.4        Assignment

 

The Agreement is binding on both parties and their successors and is executed for the benefit of them; however, any and all rights or obligations under this Agreement may not be assigned in whole or in part by any party without the

 

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prior written consent of the other party hereto.

 

7.5        Notice

 

Any notice or other communication provided for in this Agreement by either party to the other shall be made in written form and delivered by hand or by approved express delivery or sent by facsimile to the appropriate addresses of the parties set forth below. The date of receipt of a notice shall be confirmed in accordance with the following provisions:

 

(a)          In the case of the notice delivered by hand, the date of receipt of a notice shall be the date delivered by hand;

 

(b)          In the case of the notice delivered by approved express delivery, the date of receipt of a notice shall be the date on the return receipt; and

 

(c)           In the case of the notice sent by facsimile the date of receipt of a notice shall be next working day after the successful delivery and receipt of the facsimile.

 

Notice to Party A1:

 

Address: 12th Floor, Block B, Zhenhua Enterprise Plaza, No. 3261 Dongfang Road, Pudong District, Shanghai

 

Receiver: Shijia Wang

 

Fax: 021-20289085

 

Notice to Party A2:

 

Address: 12th Floor, Block B, Zhenhua Enterprise Plaza, No. 3261 Dongfang Road, Pudong District, Shanghai

 

Receiver: Shijia Wang

 

Fax: 021-20289085

 

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Notice to Party A3

 

Address: 12th Floor, Block B, Zhenhua Enterprise Plaza, No. 3261 Dongfang Road, Pudong District, Shanghai

 

Receiver: Shijia Wang

 

Fax: 021-20289085

 

7.6        Original Text

 

This Agreement shall be executed in four counterparts, and each party will hold one counterpart. All of the counterparts shall have the equal legal effect.

 

(There is no text below. This is the signature page of Risk and Return Transfer Execution Guarantee Agreement of Pan Hou Wei Ran — PHC Commodity Equity Interest Swap Fund No.1.)

 

IN WITNESS WHEREOF, each of parties hereto has caused this agreement to be executed by duly authorized representative on October 22, 2015 in Shanghai China.

 

 

Tianjin Rong Jin Hui Yin Precious Metal Management Co., Ltd.

 

 

/s/ Songzhi Hu

 

 

 

Guangdong Jin Xiang Yin Rui Precious Metal Management Co., Ltd.

 

 

/s/ Dikuo Bo

 

 

 

Guangdong Sheng Ding Precious Metal Management Co., Ltd.

 

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/s/ Binhui Song

 

 

Party B

 

Shanghai Pan Hou Wei Ran Asset Management Company Limited, on behalf of Pan Hou Wei Ran — PHC Commodity Equity Interest Swap Fund No.1 under its management (Seal)

 

Signature (legal representative):

/s/ Xuwei Yang

 

 

13




Exhibit 10.12

 

SUBSCRIPTION AGREEMENT

 

This Subscription Agreement (this “ Agreement ”) is made as of March 24, 2016 by and between:

 

(1)          Yintech Investment Holdings Limited, a company incorporated in the Cayman Islands (the “ Company ”); and

 

(2)          MeMeStar Limited, a limited liability company incorporated in the British Virgin Islands (the “ Purchaser ”).

 

The Purchaser and the Company are sometimes herein referred to each as a “ Party ” and, collectively, as the “ Parties .”

 

W I T N E S S E T H :

 

WHEREAS , the Purchaser wishes to invest in the Company by acquiring, and the Company wishes to issue to the Purchaser, ordinary shares in the Company (“ Ordinary Shares ”) in a transaction exempt from registration pursuant to Regulation S of the U.S. Securities Act of 1933, as amended (“ Regulation S ” and the “ Securities Act ,” respectively), as contemplated by this Agreement (the “ Private Placement ”); and

 

WHEREAS , the Company plans to file a registration statement on Form F-1 (as amended from time to time, the “ Registration Statement ”) with the United States Securities and Exchange Commission (the “ SEC ”) in connection with the initial public offering (the “ Offering ”) by the Company of American Depositary Shares (“ ADSs ”), each representing certain number of Ordinary Shares of the Company which will be specified in the amendments to the Registration Statement;

 

NOW, THEREFORE , in consideration of the foregoing recitals and the mutual promises hereinafter set forth, the Parties hereto agree as follows:

 

ARTICLE I

 

PURCHASE AND SALE

 

Section 1.1 Issuance, Sale and Purchase of Ordinary Shares . Upon the terms and subject to the conditions of this Agreement, at the Closing (as defined below), the Purchaser hereby agrees to purchase, and the Company hereby agrees to issue, sell and deliver to the Purchaser, subject to and concurrent with the consummation of the Offering, at the Offer Price, a number of Ordinary Shares (the “ Purchased Shares ”), free and clear of all liens or encumbrances (other than those created by virtue of this Agreement) equal to the Purchase Price (as defined below) divided by the Offer Price.  The total purchase price for the Purchased Shares is US$10,000,000 (the “ Purchase Price ”).  The “ Offer Price ” means the price equal to the price per ADS set forth on the cover of the Company’s final prospectus in connection with the Offering (the “ Final Prospectus ”) divided by the number of Ordinary Shares represented by one ADS.  The sale and purchase of the Ordinary Shares by the Company to the Purchaser shall be made pursuant to and in reliance upon Regulation S.

 



 

Section 1.2 Closing .

 

(a)  Closing .  Subject to Section 1.3, the closing (the “ Closing ”) of the sale and purchase of the Ordinary Shares pursuant to Section 1.1 shall take place concurrently with the initial closing of the Offering of the underwritten ADSs representing Ordinary Shares (the “ Firm Share Offering ”) at the same offices for the closing of the Firm Share Offering or at such other place as the Company and the Purchaser may mutually agree.  The date and time of the Closing are referred to herein as the “ Closing Date .”

 

(b)  Payment and Delivery .  At the Closing, the Purchaser shall pay and deliver the Purchase Price to the Company in U.S. dollars by wire transfer, or by such other method mutually agreeable to the Parties, of immediately available fund to such bank account designated in advance in writing by the Company, and the Company shall deliver one or more duly executed share certificates in original form, registered in the name of the Purchaser, together with a certified true copy of the register of the members of the Company, evidencing the Ordinary Shares being issued and sold to the Purchaser.

 

(c)  Restrictive Legend . Each certificate representing the Purchased Shares shall be endorsed with the following legend:

 

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS SECURITY MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED: (A) IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (2) AN EXEMPTION OR QUALIFICATION UNDER APPLICABLE SECURITIES LAWS OR (3) DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED; AND (B) WITHIN THE UNITED STATES OR TO ANY U.S. PERSON, AS EACH OF THOSE TERMS IS DEFINED IN REGULATION S UNDER THE ACT, DURING THE 40 DAYS FOLLOWING CLOSING OF THE PURCHASE. ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THIS SECURITY IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID.

 

Section 1.3 Closing Conditions .

 

(a)  Conditions of the Purchaser for the Closing . The obligation of the Purchaser to purchase and pay for the Purchased Shares as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may be waived by the Purchaser in its sole discretion:

 

(i) All corporate and other actions required to be taken by the Company in connection with the issuance and sale of the Purchased Shares shall have been completed.

 

(ii)  The Company’s Cayman counsel shall have provided to the Purchaser a legal opinion dated as of the Closing Date substantially in the form set forth in Exhibit A hereto.

 

(iii)  Each of the representations and warranties of the Company contained in Section

 

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2.1 of this Agreement shall have been true and correct in all material respects on the date of this Agreement and on and as of the Closing Date; and the Company shall have performed and complied in all material respects with all, and not be in breach or default in any material respects under any agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with by the Company on or before the Closing Date.

 

(i v) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits, imposes any damages or penalties that are substantial in relation to the Company, or otherwise makes illegal the consummation of the transactions contemplated by this Agreement; and no action, suit, proceeding or investigation shall have been instituted or threatened by a governmental authority of competent jurisdiction that seeks to restrain, enjoin, prevent, prohibit, impose any damages or penalties that are substantial in relation to the Company, or otherwise makes illegal the consummation of the transactions contemplated by this Agreement.

 

(v) The ADSs shall have been listed on the NASDAQ Stock Market (the “ NASDAQ ”), subject to official notice of issuance.

 

(v i) The underwriting agreement relating to the Offering shall have been entered into and have become effective.

 

(vi i) The Offering shall have been, or shall concurrently with the Closing be, completed.

 

(b)  Conditions of the Company . The obligation of the Company to issue and sell the Purchased Shares to be sold to and purchased by the Purchaser as contemplated by this Agreement are subject to the satisfaction, on or before the Closing Date, of each of the following conditions, any of which may be waived in writing by the Company in its sole discretion:

 

(i) The Lock-up Agreement shall have been excecuted and delivered by the Purchaser to the representative of the several underwriters.

 

(ii) All corporate and other actions required to be taken by the Purchaser in connection with the purchase of the Purchased Shares shall have been completed.

 

(iii) The representations and warranties of the Purchaser contained in Section 2.2 of this Agreement shall have been true and correct in all material respects on the date of this Agreement and on and as of the Closing Date; and the Purchaser shall have performed and complied in all material respects with all, and not be in breach or default in any material respect under any agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with by the Purchaser on or before the Closing Date.

 

(iv) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits, imposes any damages or penalties that are substantial in relation to the Company, or otherwise makes illegal the consummation of the transactions contemplated by this Agreement; and no action, suit, proceeding or investigation shall have been instituted or threatened by a governmental authority of competent jurisdiction that seeks to restrain, enjoin, prevent, prohibit, impose any damages or penalties that are substantial in

 

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relation to the Company, or otherwise makes illegal the consummation of the transactions contemplated by this Agreement.

 

ARTICLE II

 

REPRESENTATIONS AND WARRANTIES

 

Section 2.1 Representations and Warranties of the Company . The Company hereby represents and warrants to the Purchaser, as of the date hereof and as of the Closing Date, as follows:

 

(a)  Organization and Authority .

 

(i) The Company is a company duly incorporated as an exempted company with limited liability, validly existing and in good standing under the laws of the Cayman Islands.  The Company has all requisite power and authority to own and lease its properties, to carry on its business as presently conducted and as proposed to be conducted by it and to carry out the transactions contemplated by this Agreement.

 

(ii) The Company has all necessary corporate power and authority to enter into this Agreement and to perform its obligations hereunder and thereunder. The execution and delivery by the Company of this Agreement and the performance of its obligations hereunder have been duly authorized by all requisite action on the part of the Company and its shareholders. This Agreement constitutes the valid and legally binding obligations of the Company, enforceable in accordance with its respective terms and conditions, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

 

(b)  Capitalization .

 

(i) As of the Closing Date, the capitalization of the Company, including but not limited to its authorized share capital, option plans and issuance and warrant issuance will be as set forth in the Registration Statement. Schedule I of this Agreement sets forth all the authorized, issued and outstanding shares of capital stock of the Company as of the date hereof. All issued and outstanding ordinary shares of the Company are validly issued, fully paid and non-assessable.

 

(ii) All outstanding ordinary shares and all outstanding awards under the Company’s stock option plans and all outstanding shares of capital stock of each of the Company’s subsidiaries and consolidated Affiliates (including without limitation the entities listed on Exhibit 21.1 to the Registration Statement, each a “ Subsidiary ” and, collectively, the “ Subsidiaries ”) have been issued and granted in compliance with (i) all applicable Securities Laws and other applicable laws and (ii) all requirements set forth in applicable contracts, without violation of the preemptive rights, rights of first refusal or other similar rights. Except as set forth in Schedule I and any equity securities to be issued as contemplated in the Offering and the Private Placement, no equity securities of the Company are or may become required to be issued by reason of any notes, bonds or other debt securities, or any option, warrant or other agreements to which the Company is a party. “ Securities Laws ” means the Securities Act, the U.S. Securities Exchange Act of 1934 (the “ Exchange Act ”), the listing rules of, or any listing agreement with the NASDAQ and any other applicable law regulating securities or takeover matters.  “ Affiliate

 

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means with respect to any person, any other person directly or indirectly Controlling, Controlled by or under common Control with, that person; and “ Control ” means the power to direct the management or policies of a person, directly or indirectly, whether through the ownership of shares or other securities, by contract or otherwise.

 

(iii) The rights of the Ordinary Shares to be issued to the Purchaser as Purchased Shares will be as stated in the Amended and Restated Memorandum and Articles of Association of the Company as set out in Exhibit  3.2 of the Registration Statement.

 

(c)  Due Issuance of the Purchased Shares . The Purchased Shares have been duly authorized and, when issued and delivered to and paid for by the Purchaser pursuant to this Agreement, will be validly issued, fully paid and non-assessable and free and clear of any pledge, mortgage, security interest, encumbrance, lien, charge, assessment, right of first refusal, right of pre-emption, third party right or interest, claim or restriction of any kind or nature, except for restrictions arising under the Securities Act, and upon delivery and entry into the register of members of the Company will transfer to the Purchaser good and valid title to the Purchased Shares.

 

(d)  Non-contravention . Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby or the Offering contemplated by the Registration Statement, will (i) violate any provision of the Organizational Documents of the Company or its Subsidiaries, or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, Governmental Entity (as defined below) or court to which the Company or its Subsidiaries is subject, or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of or creation of an encumbrance under, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, any agreement, contract, lease, license, instrument, or other arrangement to which the Company or its Subsidiaries is a party or by which the Company or its Subsidiaries is bound or to which any of the Company’s or its Subsidiaries’ assets are subject. There is no action, suit or proceeding, pending or threatened against the Company or its Subsidiaries that questions the validity of this Agreement or the right of the Company to enter into this Agreement or to consummate the transactions contemplated hereby or thereby or the Offering contemplated by the Registration Statement.  As used herein, “ Organizational Documents ” means, with respect to any person, the memorandum of association, articles of association, articles of incorporation, certificate of incorporation, bylaws and any charter, partnership agreements, joint venture agreements or other organizational documents of such entity and any amendments thereto.

 

(e)  Consents and Approvals . Neither the execution and delivery by the Company of this Agreement, nor the consummation by the Company of any of the transactions contemplated hereby, nor the performance by the Company of this Agreement in accordance with its terms requires the consent, approval, order or authorization of, or registration with, or the giving notice to, any governmental or public body or authority or any third party, except such as have been obtained, made or given.

 

(f)  Registration Statement . The Registration Statement, as of the date when it is declared effective by the SEC, will conform in all material respects to the requirements of the Securities Act and the rules and regulations thereunder and as of such date will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.  Other than with respect to any

 

5



 

disclosure related to this Agreement, the preliminary prospectus contained in the Registration Statement as of the date hereof does not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading. The Final Prospectus, (A) at the time of filing of the Final Prospectus pursuant to Rule 424(b) under the Securities Act and (B) on the Closing Date, will conform in all material respects to the requirements of the Securities Act and the rules and regulations thereunder and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

 

(g)  Regula tion S .

 

(i) The issuance and sale of the Purchased Shares by the Company to the Purchaser contemplated herein comply with the requirements of Regulation S and are excluded from the registration requirements of the Securities Act.

 

(ii) No directed selling efforts (as defined in Rule 902 of Regulation S) have been made by the Company, any of its Affiliates or any person acting on its behalf with respect to any Purchased Shares.

 

( h)  Events Subsequent to the Most Recent Fiscal Period . Since December 31, 2015 until the date hereof and to the Closing Date, there shall have not been any event, fact, circumstance or occurrence that has had or would reasonably be expected to have a Material Adverse Effect which are not disclosed to the Purchaser.

 

Section 2.2 Representations and Warranties of the Purchaser . The Purchaser hereby represents and warrants to the Company as of the date hereof and as of the Closing Date, as follows:

 

(a)  Due Formation .  The Purchaser is a company duly incorporated as a limited liability company, validly existing and in good standing under the laws of the British Virgin Islands, with full power and authority to own and operate and to carry on its business in the places and in the manner as currently conducted.

 

(b)  Authority . The Purchaser has full power and authority to enter into, execute and deliver this Agreement and each agreement, certificate, document and instrument to be executed and delivered by the Purchaser pursuant to this Agreement and to perform its obligations hereunder. The execution and delivery by the Purchaser of this Agreement and the performance by the Purchaser of its obligations hereunder have been duly authorized by all requisite actions on its part.

 

(c)  Valid Agreement . This Agreement has been duly executed and delivered by the Purchaser and constitutes the legal, valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

 

(d)  Consents . Neither the execution and delivery by the Purchaser of this Agreement nor the consummation by it of any of the transactions contemplated hereby nor the performance by

 

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the Purchaser of this Agreement in accordance with its terms requires the consent, approval, order or authorization of, or registration with, or the giving of notice to, any governmental or public body or authority or any third party, except as have been obtained, made or given.

 

(e)  No Conflict . Neither the execution and delivery by the Purchaser of this Agreement, nor the consummation by it of any of the transactions contemplated hereby, nor compliance by the Purchaser with any of the terms and conditions hereof will contravene any existing agreement, federal, state, county or local law, rule or regulation or any judgment, decree or order applicable to, or binding upon, the Purchaser.

 

(f)  Solicitation . The Purchaser (x) was not identified or contacted through the marketing of the Offering and (y) did not contact the Company as a result of any general solicitation.

 

(g)  Status and Investment Intent .

 

(i)  Experience . The Purchaser has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Purchased Shares. The Purchaser is capable of bearing the economic risks of such investment, including a complete loss of its investment.

 

(ii)  Purchase Entirely for Own Account . The Purchaser is acquiring the Purchased Shares that it is purchasing pursuant to this Agreement for investment for its own account for investment purposes only and not with the view to, or with any intention of, resale, distribution or other disposition thereof. The Purchaser does not have any direct or indirect arrangement, or understanding with any other persons to distribute, or regarding the distribution of the Purchased Shares in violation of the Securities Act or any other applicable state securities law.

 

(iii)  Restricted Securities . The Purchaser acknowledges that the Purchased Shares are “restricted securities” that have not been registered under the Securities Act or any applicable state securities law. The Purchaser further acknowledges and agrees that, absent an effective registration under the Securities Act, the Purchased Shares may only be offered, sold or otherwise transferred (x) to the Company, (y) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act or (z) pursuant to an exemption from registration under the Securities Act.

 

(iv)  Information . The Purchaser has been afforded the opportunity to ask questions of and receive answers from representatives of the Company concerning the foregoing, including the terms and conditions of this Agreement; provided , however , neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or by its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the disclosure materials provided by the Company under this Agreement. The Purchaser is not relying on, and has not relied on, any statement, representation or warranty made by any person, except for the statements, representations and warranties contained in this Agreement. The Purchaser has consulted to the extent deemed appropriate by such Purchaser with such Purchaser’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Purchased Securities and on that basis believes that an investment in the Purchased Securities is suitable and appropriate for such Purchaser.

 

(v)  Not U.S. Person . The Purchaser is not a “U.S. person” as defined in Rule 902 of Regulation S.

 

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(vi)  Offshore Transaction . The Purchaser has been advised and acknowledges that in issuing the Purchased Shares to the Purchaser pursuant hereto, the Company is relying upon the exemption from registration provided by Regulation S. The Purchaser is acquiring its Purchased Shares in an offshore transaction in reliance upon the exemption from registration provided by Regulation S.

 

(vii)  FINRA . The Purchaser does not, directly or indirectly, own more than five per cent of the outstanding common stock (or other voting securities) of any member of the Financial Industry Regulatory Authority, Inc. (“ FINRA ”) or a holding company for a FINRA member, and is not otherwise a “restricted person” for the purposes of the Free-Riding and Withholding Interpretation of FINRA.

 

ARTICLE III

 

COVENANTS

 

Section 3.1 Lock-Up . The Purchaser shall, on the Closing Date, execute and deliver a lock-up agreement (the “ Lock-Up Agreement ”) to the Underwriters, substantially in the form set forth in Exhibit  B hereto.

 

Section 3.2 Further Assurances . From the date of this Agreement until the Closing Date, the Parties shall use their best efforts to fulfill or obtain the fulfillment of the conditions precedent to the consummation of the transactions contemplated hereby.

 

ARTICLE IV

 

INDEMNIFICATION

 

Section 4.1 Indemnification . Each of the Company and the Purchaser (an “ Indemnifying Party ”) shall indemnify and hold each other and their directors, officers and agents (collectively, the “ Indemnified Party ”) harmless from and against any losses, claims, damages, liabilities, judgments, fines, obligations, expenses and liabilities of any kind or nature whatsoever, including but not limited to any investigative, legal and other expenses incurred in connection with, and any amounts paid in settlement of, any pending or threatened legal action or proceeding, and (ii) any taxes or levies that may be payable by such person by reason of the indemnification of any indemnifiable loss hereunder (collectively, “ Losses ”) resulting from or arising out of: (i) the breach of any representation or warranty of such Indemnifying Party contained in this Agreement or in any schedule or exhibit hereto; or (ii) the violation or nonperformance, partial or total, of any covenant or agreement of such Indemnifying Party contained in this Agreement for reasons other than gross negligence or willful misconduct of such Indemnified Party.  In calculating the amount of any Losses of an Indemnified Party hereunder, there shall be subtracted the amount of any insurance proceeds and third-party payments received by the Indemnified Party with respect to such Losses, if any.

 

Section 4.2 Notice of Claims; Procedures . If an Indemnified Party makes any claim against an Indemnifying Party for indemnification, the claim shall be in writing and shall state in general terms the facts upon which such Indemnified Party makes the claim. In the event of any claim or demand asserted against an Indemnified Party by a third party upon which the

 

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Indemnified Party may claim indemnification, the Indemnifying Party shall give written notice to the Indemnified Party within 30 days after receipt from the Indemnified Party of the claim referred to above, indicating whether such Indemnifying Party intends to assume the defense of the claim or demand. If an Indemnifying Party assumes the defense, such Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party. If the Indemnifying Party elects not to assume the defense, fails to make such an election within the 30-day period or fails to actively and diligently conduct the defense, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

 

Section 4.3 Cap . Notwithstanding the foregoing, the Indemnifying Party shall have no liability (for indemnification or otherwise) with respect to any Losses in excess of the Purchase Price.

 

Section 4.4 Third Party Claims .

 

(a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “ Third Party Claim ”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV , then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“ Claim Notice ”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement.

 

(b) Subject to Section 4.4(d) below , upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to defend such Third Party Claim with counsel, selected by it, who is reasonably satisfactory to the Indemnified Party, by all appropriate proceedings, which proceedings shall be prosecuted actively and diligently by the Indemnifying Party to a final conclusion or settled. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to consent to the entry of a judgment or enter into any compromise or settlement with respect to such Third Party Claim without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld).

 

(c) If requested by the Indemnifying Party, the Indemnified Party agrees, at the sole cost and expense of the Indemnifying Party, to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.4(b); provided, however , if, based on written advice of counsel, the

 

9



 

Indemnified Party concludes that there is a reasonable likelihood of a conflict of interest between the Indemnifying Party and the Indemnified Party with respect to such Third Party Claim, the Indemnifying Party shall bear the reasonable costs and expenses of counsel retained by the Indemnified Party in connection with such defense.

 

(d) If (i) the Indemnifying Party fails to notify the Indemnified Party within the thirty (30) days after receipt of any Claim Notice that the Indemnifying Party elects to assume the defense of any Third Party Claim pursuant to Section 4.4(b) , (ii) the Indemnifying Party elects to assume the defense of any Third Party Claim pursuant to Section 4.4(b)  but fails to diligently prosecute or settle such Third Party Claim, (iii) the Indemnifying Party and the Indemnified Party are parties to the same proceeding (or, assuming the veracity of the facts alleged by the party bringing the Third Party Claim, the Indemnifying Party and the Indemnified Party may become parties to the same proceeding) and the Indemnified Party determines in good faith that a conflict of interest exists between the Indemnifying Party and the Indemnified Party, (iv) the Indemnified Party determines in good faith that there is a reasonable possibility that it will be prejudiced in any material respect beyond the ambit of such Third Party Claim by the Indemnifying Party’s control of the defense and proceedings with respect to any Third Party Claim, or (v) such Third Party Claim is a claim by a governmental tax authority, then (A) the Indemnified Party shall have the right to assume full control of the defense and proceedings with respect to such Third Party Claim, and the Indemnified Party may compromise or settle such Third Party Claim without consulting with, or obtaining consent from, the Indemnifying Party in connection therewith (it being understood and agreed that the Indemnifying Party shall not be bound by any such compromise or settlement entered into without its consent) and (B) the Indemnifying Party shall reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including fees and disbursements of no more than one counsel per jurisdiction (such counsel reasonably acceptable to the Indemnifying Party) reasonably incurred in connection with such Third Party Claim). The Indemnified Party shall have full control of such defense and proceedings, although the Indemnifying Party shall be entitled to participate in any defense or settlement controlled by the Indemnified Party pursuant to this Section 4.4(d)  at its sole expense. Any compromise or settlement of a Third Party Claim effected by the Indemnified Party without the Indemnifying Party’s consent shall not be dispositive of the amount of any Losses with respect to such Third Party Claim.

 

(e) In the event any Indemnified Party should have a claim against the Indemnifying Party hereunder which does not involve a Third Party Claim, the Indemnified Party shall promptly transmit to the Indemnifying Party a written notice (the “ Indemnity Notice ”) describing in reasonable detail the nature of the claim, the Indemnified Party’s best estimate of the amount of Losses attributable to such claim and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided that no delay on the part of the Indemnified Party in delivering the Indemnity Notice pursuant to this Section 4.4(e)  shall relieve the Indemnifying Party of any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is prejudiced thereby. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the Indemnity Notice that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim .

 

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ARTICLE V

 

MISCELLANEOUS

 

Section 5.1 Survival of the Representations and Warranties .  All representations and warranties made by any Party shall survive for two years and shall terminate and be without further force or effect on the second anniversary of the date hereof, except as to any claims thereunder which have been asserted in writing pursuant to Section 4.1 against the Party making such representations and warranties on or prior to such second anniversary .

 

Section 5.2 Governing Law; Arbitration .  This Agreement shall be governed and interpreted in accordance with the laws of the State of New York without giving effect to the conflicts of law principles thereof.  Any dispute arising out of or relating to this Agreement, including any question regarding its existence, validity or termination shall be referred to and finally resolved by arbitration at the Hong Kong International Arbitration Centre in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules then in force.  There shall be three arbitrators. Each Party has the right to appoint one arbitrator and the third arbitrator shall be appointed by the Hong Kong International Arbitration Centre. The language to be used in the arbitration proceedings shall be English.. The seat of arbitration shall be Hong Kong. Each of the Parties irrevocably waives any immunity to jurisdiction to which it may be entitled or become entitled (including without limitation sovereign immunity, immunity to pre-award attachment, post-award attachment or otherwise) in any arbitration proceedings and/or enforcement proceedings against it arising out of or based on this Agreement or the transactions contemplated hereby.

 

Section 5.3 Amendment . This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.

 

Section 5.4 Binding Effect . This Agreement shall inure to the benefit of, and be binding upon, each of the Company and the Purchaser and their respective heirs, successors and permitted assigns and legal representatives.

 

Section 5.5 Assignment . Neither this Agreement nor any of the rights, duties or obligations hereunder may be assigned by the Company or the Purchaser without the express written consent of the other Parties, except that the Purchaser may assign all or any of its rights and obligations hereunder to any Affiliate of Purchaser without the consent of the other Parties, provided that no such assignment shall relieve the Purchaser of its obligations hereunder if such assignee does not perform such obligations. Any purported assignment in violation of the foregoing sentence shall be null and void.

 

Section 5.6 Notices . All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of actual delivery if delivered personally to the Party or Parties to whom notice is to be given, on the date sent if sent by telecopier, tested telex or prepaid telegram, on the next business day following delivery to Federal Express properly addressed or on the day of attempted delivery by the U.S. Postal Service if mailed by registered or certified mail, return receipt requested, postage paid, and properly addressed as follows:

 

If to Purchaser, at:

 

MeMeStar Limited

9F , Ideal Plaza

No.58 Bei Si Huan Xi Road

Haidian District, Beijing 100080, China

 

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Fax: +86-10-82607159

Attn: Yunli Liu

 

With copies to:

 

20F, Ideal Plaza

No.58 Bei Si Huan Xi Road

Haidian District, Beijing 100080, China

Fax: +86-10-82607527

Attn: Haiyan Gu

 

If to the Company, at:

 

Yintech Investment Holdings Limited

12/F, Block B, Zhenhua Enterprise Plaza

No.3261 Dongfang Road,

Pudong District, Shanghai 200125

Fax: +86-21-2028-9009

Attn: Jingbo Wang, Chief Financial Officer

 

With copy to:

 

Davis Polk & Wardwell LLP

2201 China World Office 2

1 Jian Guo Men Wai Avenue

Beijing 100004, PRC

Fax: +8610-8567-5123

Attn: Li He, Esq.

 

Any Party may change its address for purposes of this Section 5.6 by giving the other Parties hereto written notice of the new address in the manner set forth above.

 

Section 5.7 Entire Agreement . This Agreement constitutes the entire understanding and agreement between the Parties hereto with respect to the matters covered hereby, and all prior agreements and understandings, oral or in writing, if any, between the Parties with respect to the matters covered hereby are merged and superseded by this Agreement.

 

Section 5.8 Severability . If any provisions of this Agreement shall be adjudicated to be illegal, invalid or unenforceable in any action or proceeding whether in its entirety or in any portion, then such provision shall be deemed amended, if possible, or deleted, as the case may be, from the Agreement in order to render the remainder of the Agreement and any provision thereof both valid and enforceable, and all other provisions hereof shall be given effect separately therefrom and shall not be affected thereby.

 

Section 5.9 Fees and Expenses . Except as otherwise provided in this Agreement, the Company and the Purchaser will bear their respective expenses incurred in connection with the negotiation, preparation and execution of this Agreement.

 

Section 5.10 Public Announcements . None of the Parties to this Agreement shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the

 

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transactions contemplated by this Agreement or otherwise communicate with any news media without the prior written consent of the Purchaser and the Company unless otherwise required by Securities Law or other applicable law, and the Parties to this Agreement shall cooperate as to the timing and contents of any such press release, public announcement or communication.

 

Section 5.11 Specific Performance . The Parties hereto agree that irreparable damage would occur in the event any provision of this Agreement were not performed in accordance with the terms hereof and that the Parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or equity.

 

Section 5.12 Purchaser Description .

 

(a) The Company shall afford the Purchaser a reasonable opportunity in which to review and comment on any description of the Purchaser and/or the transactions contemplated by this Agreement that is to be included in the Registration Statement filed after the date hereof and the prospectus therein. The Purchaser agrees to undertakes to promptly provide a description of its organization and business activities and the beneficial ownership of any shares of the Company that it is acquiring hereunder to the Company (the “ Purchaser Description ”) as may be reasonably required to satisfy the disclosure obligations in connection with the Registration Statement and the prospectus therein under applicable laws, regulations and the listing rules of the N ASDAQ, and hereby represents that the Purchaser Description will not, as of the applicable effective date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Purchaser also consents to the inclusion of the Purchaser Description, the Purchaser’s name as well as the matters relating to the Purchaser’s subscription of the Purchased Shares in the Registration Statement and the prospectus therein. The Company shall obtain the Purchaser’s prior written consent to the inclusion of the Purchaser Description, the Purchaser’s name as well as the matters relating to the Purchaser’s subscription of the Purchased Shares in marketing materials used in connection with the Offering. Additionally, the Purchaser hereby consents to the filing of this Agreement as an exhibit to the Registration Statement.

 

Section 5.13 Termination .  In the event that the Closing shall not have occurred by September 30, 2016, this Agreement shall be terminated unless the Parties mutually agree in writing by September 30, 2016 to amend this Section 5.13 to provide for a later date.

 

Section 5.14 Headings .  The headings of the various articles and sections of this Agreement are inserted merely for the purpose of convenience and do not expressly or by implication limit, define or extend the specific terms of the section so designated.

 

Section 5.15 Execution in Counterparts .  For the convenience of the Parties and to facilitate execution, this Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.

 

[SIGNATURE PAGE FOLLOWS]

 

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the day and year first above written.

 

 

 

Yintech Investment Holdings Limited

 

 

 

 

 

By:

/s/ Wenbin Chen

 

Name: Wenbin Chen

 

Title: Chief Executive Officer

 

[SIGNATURE PAGE TO PURCHASE AGREEMENT]

 



 

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the day and year first above written.

 

 

 

MeMeStar Limited

 

 

 

 

 

By:

/s/ Charles Chao

 

Name: Charles Chao

 

Title: Director

 

[SIGNATURE PAGE TO PURCHASE AGREEMENT]

 



 

Schedule I

 

Company Capitalization

 



 

Exhibit  A

 

Form of Cayman Islands Legal Opinion

 



 

Exhibit B

 

Form of Lock-up Agreement

 




Exhibit  21.1

 

Subsidiaries of the Registrant

 

Subsidiaries

 

Name

 

Jurisdiction of Incorporation

Yintech Enterprise Company Limited

 

British Virgin Islands (“BVI”)

Yintech Elements Company Limited

 

BVI

Yintech Frontier Company Limited

 

BVI

Yintech Enterprise (HK) Company Limited

 

Hong Kong

Yintech Elements (HK) Company Limited

 

Hong Kong

Yintech Frontier (HK) Company Limited

 

Hong Kong

Shanghai Qian Zhong Su Investment Management Co., Ltd.

 

People’s Republic of China (“PRC”)

Guangdong Jin Xiang Yin Rui Precious Metal Management Co., Ltd.

 

PRC

Tianjin Rong Jin Hui Yin Precious Metal Management Co., Ltd.

 

PRC

Shanghai Yin Tian Xia Precious Metal Products Company Limited

 

PRC

Shanghai Yin Tian Xia Technology Co., Ltd.

 

PRC

Shanghai Yin Tian Xia Financial and Information Service Company Limited

 

PRC

Shanghai Ke Chang Investment Consulting Co., Ltd.

 

PRC

Guangdong Sheng Ding Precious Metal Management Co., Ltd.

 

PRC

Shanghai Jin Dou Information Technology Co., Ltd.

 

PRC

Shanghai Jin Yi Information Technology Co., Ltd.

 

PRC

Shanghai Zu Ding Culture Communication Co., Ltd.

 

PRC

Shanghai Daxiang Pingtai Financial Information Services Co., Ltd.

 

PRC

 




Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

The Board of Directors

Yintech Investment 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 registration statement.

 

/s/ KPMG Huazhen LLP

Shanghai, China

April 4, 2016

 




Exhibit 99.1

 

YINTECH INVESTMENT HOLDINGS LIMITED

 

Code of Business Conduct and Ethics

 

Adopted March 28 , 2016

 

Introduction

 

This Code of Business Conduct and Ethics (the “ Code ”) has been adopted by our Board of Directors and summarizes the standards that must guide our actions. Although they cover a wide range of business practices and procedures, these standards cannot and do not cover every issue that may arise, or every situation in which ethical decisions must be made, but rather set forth key guiding principles that represent Company policies and establish conditions for employment at the Company.

 

We must strive to foster a culture of honesty and accountability. Our commitment to the highest level of ethical conduct should be reflected in all of the Company’s business activities, including, but not limited to, relationships with employees, customers, suppliers, competitors, the government and the public, including our shareholders. All of our employees, officers and directors must conduct themselves according to the language and spirit of this Code and seek to avoid even the appearance of improper behavior. Even well intentioned actions that violate the law or this Code may result in negative consequences for the Company and for the individuals involved.

 

One of our Company’s most valuable assets is our reputation for integrity, professionalism and fairness. We should all recognize that our actions are the foundation of our reputation and adhering to this Code and applicable law is imperative.

 

Conflicts of Interest

 

Our employees, officers and directors have an obligation to conduct themselves in an honest and ethical manner and to act in the best interest of the Company. All employees, officers and directors should endeavor to avoid situations that present a potential or actual conflict between their interest and the interest of the Company.

 

A “conflict of interest” occurs when a person’s private interest interferes in any way, or even appears to interfere, with the interests of the Company as a whole, including those of its subsidiaries and affiliates. A conflict of interest may arise when an employee, officer or director takes an action or has an interest that may make it difficult for him or her to perform his or her work objectively and effectively. A conflict of interest may also arise when an employee, officer or director (or a member of his or her family) receives improper personal benefits as a result of the employee’s, officer’s or director’s position in the Company.

 

Although it would not be possible to describe every situation in which a conflict of interest may arise, the following are examples of situations that may constitute a conflict of interest:

 

·                                           Working, in any capacity, for a competitor, customer or supplier while employed by the Company.

 

·                                           Accepting gifts of more than modest value or receiving personal discounts (if such discounts are not generally offered to the public) or other benefits as a result of your position in the Company from a competitor, customer or supplier.

 



 

·                                           Competing with the Company for the purchase or sale of property, products, services or other interests.

 

·                                           Having an interest in a transaction involving the Company, a competitor, customer or supplier (other than as an employee, officer or director of the Company and not including routine investments in publicly traded companies).

 

·                                           Receiving a loan or guarantee of an obligation as a result of your position with the Company.

 

·                                           Directing business to a supplier owned or managed by, or which employs, a relative or friend.

 

Situations involving a conflict of interest may not always be obvious or easy to resolve. You should report actions that may involve a conflict of interest to HR director, Internal Auditors or Audit Committee of the Board of Directors.

 

In order to avoid conflicts of interests, senior executive officers and directors must disclose to the Board of Directors any material transaction or relationship that reasonably could be expected to give rise to such a conflict.

 

In the event that an actual or apparent conflict of interest arises between the personal and professional relationship or activities of an employee, officer or director, the employee, officer or director involved is required to handle such conflict of interest in an ethical manner in accordance with the provisions of this Code.

 

Compliance with Laws, Rules and Regulations

 

We are strongly committed to conducting our business affairs with honesty and integrity and in full compliance with all applicable laws, rules and regulations. No employee, officer or director of the Company shall commit an illegal or unethical act, or instruct others to do so, for any reason.

 

If you believe that any practice raises questions as to compliance with any applicable law, rule or regulation or if you otherwise have questions regarding any laws, rules or regulations, please contact HR director, Internal Auditors or Audit Committee of the Board of Directors.

 

Compliance with This Code and Reporting of Any Illegal or Unethical Behavior

 

All employees, directors and officers are expected to comply with all of the provisions of this Code. The Code will be strictly enforced and violations will be dealt with immediately, including by subjecting persons who violate its provisions to corrective and/or disciplinary action such as dismissal or removal from office. Violations of the Code that involve illegal behavior will be reported to the appropriate authorities.

 

Situations which may involve a violation of ethics, laws, rules, regulations or this Code may not always be clear and may require the exercise of judgment or the making of difficult decisions. Employees, officers and directors should promptly report any concerns about violations of ethics, laws, rules, regulations or this Code to HR director, Internal Auditors or Audit Committee of the Board of Directors.

 

Any concerns about violations of ethics, laws, rules, regulations or this Code by any senior executive officer or director should be reported promptly to the Audit Committee of the

 

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Board of Directors. Reporting of such violations may also be done anonymously through email or in writing to the Company at the designated email address for compliance reporting. An anonymous report should provide enough information about the incident or situation to allow the Company to investigate properly. If concerns or complaints require confidentiality, including keeping an identity anonymous, we will endeavor to protect this confidentiality, subject to applicable law, regulation or legal proceedings.

 

The Company encourages all employees, officers and directors to report any suspected violations promptly and intends to thoroughly investigate any good faith reports of violations. The Company will not tolerate any kind of retaliation for reports or complaints regarding misconduct that were made in good faith. Open communication of issues and concerns by all employees, officers and directors without fear of retribution or retaliation is vital to the successful implementation of this Code. You are required to cooperate in internal investigations of misconduct and unethical behavior.

 

The Company recognizes the need for this Code to be applied equally to everyone it covers. The HR director, Internal Auditors and Audit Committee of the Board of Directors of the Company will have primary authority and responsibility for the enforcement of this Code, and the Company will devote the necessary resources to enable the HR Director, Internal Auditor and Audit Committee of the Board of Directors to establish such procedures as may be reasonably necessary to create a culture of accountability and facilitate compliance with this Code. Questions concerning this Code should be directed to the HR director, Internal Auditors and Audit Committee of the Board of Directors.

 

Quality of Public Disclosures

 

The Company has a responsibility to provide full and accurate information in our public disclosures, in all material respects, about the Company’s financial condition and results of operations. Our reports and documents filed with or submitted to the United States Securities and Exchange Commission and our other public communications shall include full, fair, accurate, timely and understandable disclosure.

 

Accuracy of Company Financial Records

 

We maintain the highest standards in all matters relating to accounting, financial controls, internal reporting and taxation. All financial books, records and accounts must accurately reflect transactions and events and conform both to required accounting principles and to the Company’s system of internal controls. Records shall not be distorted in any way to hide, disguise or alter the Company’s true financial position.

 

Trading on Inside Information

 

Using non-public Company information to trade in securities, or providing a family member, friend or any other person with non-public Company information, is illegal. All such non-public information should be considered inside information and should never be used for personal gain. You are required to familiarize yourself and comply with the Company’s policy against insider trading, copies of which are distributed to all employees, officers and directors and are available from HR director, Internal Auditors or Audit Committee of the Board of Directors. You should contact HR director, Internal Auditors or Audit Committee of the Board of Directors with any questions about your ability to buy or sell securities.

 

Protection of Confidential Proprietary Information

 

Confidential proprietary information generated by and gathered in our business is a

 

3



 

valuable Company asset. Protecting this information plays a vital role in our continued growth and ability to compete, and all proprietary information should be maintained in strict confidence, except when disclosure is authorized by the Company or required by law.

 

Proprietary information includes all non-public information that might be useful to competitors or that could be harmful to the Company, its customers or its suppliers if disclosed. Intellectual property such as trade secrets, patents, trademarks and copyrights, as well as business, research and new product plans, objectives and strategies, records, databases, salary and benefits data, employee medical information, customer, employee and suppliers lists and any unpublished financial or pricing information must also be protected.

 

Unauthorized use or distribution of proprietary information violates Company policy and could be illegal. Such use or distribution could result in negative consequences for both the Company and the individuals involved, including potential legal and disciplinary actions. We respect the property rights of other companies and their proprietary information and require our employees, officers and directors to observe such rights.

 

Your obligation to protect the Company’s proprietary and confidential information continues even after you leave the Company, and you must return all proprietary information in your possession upon leaving the Company.

 

Protection and Proper Use of Company Assets

 

Protecting Company assets against loss, theft or other misuse is the responsibility of every employee, officer and director. Loss, theft and misuse of Company assets directly impact our profitability. Any suspected loss, misuse or theft should be reported to HR director, Internal Auditors or Audit Committee of the Board of Directors.

 

The sole purpose of the Company’s equipment, vehicles, supplies and electronic resources (including hardware, software and the data thereon) is the conduct of our business. They may only be used for Company business consistent with Company guidelines.

 

Environment, Health and Safety

 

We are committed to conducting our business in compliance with all applicable environmental and workplace health and safety laws and regulations. We strive to provide a safe and healthy work environment for our employees and to avoid adverse impact and injury to the environment and the communities in which we conduct our business. Achieving this goal is the responsibility of all officers, directors and employees.

 

Corporate Opportunities

 

Employees, officers and directors are prohibited from taking for themselves business opportunities that arise through the use of corporate property, information or position. No employee, officer or director may use corporate property, information or position for personal gain, and no employee, officer or director may compete with the Company. Competing with the Company may involve engaging in the same line of business as the Company or any situation in which the employee, officer or director takes away from the Company opportunities for sales or purchases of property, products, services or interests.

 

Fair Dealing

 

Each employee, officer and director of the Company should endeavor to deal fairly with customers, suppliers, competitors, the public and one another at all times and in accordance with ethical business practices. No one should take unfair advantage of anyone through

 

4



 

manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice. No bribes, kickbacks or other similar payments in any form shall be made directly or indirectly to or for anyone for the purpose of obtaining or retaining business or obtaining any other favorable action. In the event of a violation of these provisions, the Company and the employee, officer or director involved may be subject to disciplinary action as well as potential civil or criminal liability for violation of this policy.

 

Occasional business gifts to and entertainment of non-government employees in connection with business discussions or the development of business relationships are generally deemed appropriate in the conduct of Company business. However, these gifts should be given infrequently and their value should be modest. Gifts or entertainment in any form that would likely result in a feeling or expectation of personal obligation should not be extended or accepted.

 

Practices that are acceptable in commercial business environments may be against the law or the policies governing national or local government employees. Therefore, no gifts or business entertainment of any kind may be given to any government employee without the prior approval of HR director, Internal Auditors or Audit Committee of the Board of Directors.

 

Except in certain limited circumstances, the United States Foreign Corrupt Practices Act (the “ FCPA ”) prohibits giving anything of value directly or indirectly to any “foreign official” for the purpose of obtaining or retaining business. When in doubt as to whether a contemplated payment or gift may violate the FCPA, contact HR director, Internal Auditors or Audit Committee of the Board of Directors before taking any action.

 

Waivers and Amendments

 

Any waivers of the provisions in this Code for executive officers or directors may only be granted by the Board of Directors or a committee thereof. Amendments to this Code must be approved by the Board of Directors and will also be disclosed in the Company’s annual report on Form 20-F.

 

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 HR director, Internal Auditors or Audit Committee of the Board of Directors. We expect all directors, officers and employees of the Company to adhere to these standards.

 

This Code of Business Conduct and Ethics, as applied to the Company’s executive officers, shall be our “code of ethics” within the meaning of Section 406 of the Sarbanes-Oxley 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.

 

5




Exhibit 99.2

 

 

 

April 4, 2016

 

PRC Legal Opinion

To: Yintech Investment Holdings Limited

 

12th Floor, Block B, Zhenhua Enterprise Plaza

No. 3261 Dongfang Road, Pudong District

Shanghai, 200125

People’s Republic of China

+86-21-2028-9009

 

Dear Sirs :

 

We are qualified lawyers of the People’s Republic of China (the “ PRC ”, for purposes of this opinion, excluding the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan) and as such, are qualified to issue this opinion in respect of the laws and regulations of the PRC effective as at the date hereof.

 

We have acted as PRC legal counsel for Yintech Investment Holdings Limited (the Company ”), a company incorporated under the laws of the Cayman Islands, in connection with (i) the Company’s Registration Statement on Form F-1, including all amendments or supplements thereto (the “ Registration Statement ”), filed by the Company with the Securities and Exchange Commission under the U.S. Securities Act of 1933 (as amended) in relation to the offering by the Company of American Depositary Shares (“ ADSs ”) each representing certain number of ordinary shares, par value US$ 0.00001 per share, and (ii) the Company’s proposed initial public offering and trading of its ADSs on the New York Stock Exchange or the NASDAQ Stock Market (the “ Offering ”).

 

We have been requested to give this opinion on the matters set forth herein.

 

In so acting, we have examined the originals or photocopies of documents provided to us by the Company and such other documents, corporate records, certificates issued by governmental authorities in the PRC and officers of the Company and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion (the “ Documents ”).

 

In our examination of the Documents and for the purpose of rendering this opinion, we have assumed without further inquiry:

 

 



 

(A)            the genuineness of all signatures, seals and chops, and the authenticity of all documents submitted to us as originals and the conformity with authentic original documents submitted to us as copies;

 

(B)            the Documents as submitted to us remain in full force and effect up to the date of this Opinion, and have not been revoked, amended, revised, modified or supplemented except as otherwise indicated in such Documents;

 

(C)            the truthfulness, accuracy, fairness and completeness of Documents as well as all factual statements in the Documents;

 

(D)            that all information provided to us by the Company in response to our inquiries for the purpose of this Opinion is 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;

 

(E)             that all parties other than the PRC Companies have the requisite power, authority, and, in the case of the PRC Individuals, capacity for civil conduct, to enter into, execute, deliver and perform the Documents to which they are parties;

 

(F)              that all parties other than the PRC Companies have duly executed, delivered, performed, and will duly perform their obligations under the Documents to which they are parties;

 

(G)            that all Governmental Authorizations (as defined below) and other official statement or documentation are obtained from the competent Government Agencies (as defined below) by lawful means in due course;

 

(H)           that all Documents are legal, valid, binding and enforceable under all such laws as govern or relate to them other than PRC Laws (as defined below); and

 

(I)                all required consents, licenses, permits, approvals, exemptions or authorizations required of or by, and any required registrations or filings with, any governmental authority or regulatory body of any jurisdiction other than of the PRC in connection with the transactions contemplated under the Prospectus (as defined below) have been obtained or made, or where such required consents, licenses, permits, approvals, exemptions or authorizations have not been obtained or made as of the date hereof, no circumstance will cause or result in any failure for the same to be obtained or made.

 

W here important facts were not independently established to us, we have relied upon representations made by the relevant officers of the Company. This Opinion is confined to and rendered on the basis of the PRC laws and regulations currently effective and we express no opinion on the laws of any jurisdiction other than the PRC.

 

2



 

In addition to the terms defined in the context of this opinion, the following capitalized terms used in this opinion shall have the meanings ascribed to them as follows:

 

“Government Agency”

 

means any competent government authorities, agencies, courts, arbitration commissions, or regulatory bodies of the PRC or any province, autonomous region, city or other administrative division of the PRC.

 

 

 

“Governmental Authorization”

 

means any approval, consent, permit, authorization, filing, registration, exemption, waiver, endorsement, annual inspection, qualification and license required by the PRC Laws to be obtained from any Government Agency.

 

 

 

“M&A Rules”

 

means the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors jointly adopted by the PRC Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Administration for Taxation, the State Administration for Industry and Commerce, the China Securities Regulatory Commission (“ CSRC ”) and the State Administration of Foreign Exchange on August 8, 2006 and as amended on June 22, 2009 and related rules and regulations.

 

 

 

“PRC Laws”

 

means any and all laws, regulations, statues, rules, decrees, notices, and supreme court’s judicial interpretations currently in force and publicly available in the PRC as of the date hereof.

 

 

 

“PRC Companies”

 

means the companies as listed in Schedule I, namely Qian Zhong Su and the PRC Subsidiaries.

 

 

 

“PRC Subsidiaries”

 

means Tianjin Rong Jin Hui Yin Precious Metal Management Co., Ltd. (“ Rong Jin Hui Yin ”), Guangdong Jin Xiang Yin Rui Precious Metal Management Co., Ltd. (“ Jin Xiang Yin Rui ”), Shanghai Yin Tian Xia Technology Co., Ltd. (“ Yin Tian Xia Technology ”), Shanghai Yin Tian Xia Precious Metal Products Co., Ltd. (“ Yin Tian Xia Products ”), Shanghai Yin Tian Xia Financial and Information Service Co., Ltd. (“ Yin Tian Xia Information ”), Guangdong Sheng Ding Precious Metal Management Co., Ltd. (“ Sheng Ding ”) and Shanghai Ke Chang Investment Consulting Co., Ltd. (“ Ke Chang Investment ”), Shanghai Jin Dou Information Technology Co., Ltd. (“ Jin Dou ”), Shanghai Jin Yi Information Technology Co., Ltd. (“ Jin Yi ”), Shanghai Zu Ding Culture Communication Co., Ltd. (“ Zu Ding ”) and Shanghai Daxiang Pingtai Financial Information Services Co., Ltd. (“ Daxiang ”).

 

 

 

“Prospectus”

 

means the prospectus, including all amendments or supplements thereto, that forms part of the Registration Statement.

 

3



 

“Qian Zhong Su” or “WFOE”

 

means Shanghai Qian Zhong Su Investment Management Co., Ltd., a wholly foreign-owned enterprise incorporated under the PRC Laws and directly wholly-owned by Yintech Enterprise HK.

 

 

 

“SAFE Rules”

 

means the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Offshore Investment and Financing and Roundtrip Investment through Special Purpose Vehicles issued by the State Administration of Foreign Exchange (“ SAFE ”) of the PRC on July 14, 2014 and related rules and regulations.

 

 

 

“Yintech Enterprise HK”

 

means Yintech Enterprise (HK) Company Limited, a company incorporated under the laws of Hong Kong Special Administrative Region.

 

Based on the foregoing, the Documents, and the statements and confirmations made by the Company and the PRC Companies, and after our inquiry against the Company and the PRC Companies, we are of the opinion that:

 

1.               Each of the PRC Companies has been duly organized and is validly existing as a foreign invested enterprise or PRC domestic company with limited liability and full legal person status under the PRC Laws and has passed all of the most recent examinations and submitted all the most recent annual reports by administrations for industry and commerce as required under the relevant PRC Laws then in effect. The articles of association and the business license(s) of each of the PRC Companies comply with the requirements of the PRC Laws and are in full force and effect.

 

2.               The description of the corporate and shareholding structure of the PRC Companies set forth in “History and Corporate Structure” and “Related Party Transactions” sections of the Prospectus are true and accurate and nothing has been omitted from such description which would make the same misleading in any material respects. The corporate structure of the Company (including the shareholding structure of each of the PRC Companies) as described in the Prospectus complies, and immediately after the offering and sale of the ADSs, will comply with all applicable PRC Laws currently in effect, and does not and will not violate, breach, contravene, constitute a default under or otherwise conflict with any applicable PRC Laws currently in effect.

 

4



 

3.               Based on our understanding of the provisions under the PRC Laws as of the date hereof, we believe that since the PRC Companies were established by means of direct investment rather than by merger or acquisition directly or indirectly of the equity interest or assets of any “domestic company” as defined under the M&A Rules, we are of the opinion that the issue and sale of the ADSs by the Company on the New York Stock Exchange or the NASDAQ Global Market, do not require any Governmental Authorization.

 

4.               The statements in the Prospectus under the captions “Prospectus Summary”, “Risk Factors”, “Enforceability of Civil Liabilities”, “History and Corporate Structure”, “Business”, “Regulation”, “Dividend Policy”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Related Party Transactions”, “Taxation”, “Management”, “Description of Share Capital” and “Legal Matters” and elsewhere insofar as such statements describe or summarize PRC legal or regulatory matters, or documents, agreements or proceedings governed by PRC Laws, are true, accurate and correct in all material respects, and fairly present or fairly summarize in all material respects the PRC legal and regulatory matters, documents, agreements or proceedings referred to therein; and such statements do not contain an untrue statement of a material fact, and do not omit to state any material fact necessary to make the statements, in light of the circumstances under which they were made, not misleading.

 

This Opinion is subject to the following qualifications:

 

(a)          This Opinion is subject to (A) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws affecting creditors’ rights generally, (B) possible judicial or administrative actions or any PRC Law affecting creditors’ rights.

 

(b)          This Opinion is subject to (A) any circumstances in connection with formulation, execution or implementation of any legal documents that would be deemed materially mistaken, clearly unconscionable, fraudulent, or coercionary at the conclusions thereof; (B) judicial discretion with respect to the availability of indemnifications, remedies or defenses, the calculation of damages, the entitlement to attorney fees and other costs, the waiver of immunity from jurisdiction of any court or from legal process; and (C) the legally vested discretion of any competent PRC legislative, administrative or judicial bodies in exercising their authority in the PRC.

 

(c)           This Opinion relates only to PRC Laws and we express no opinion as to any laws other than PRC Laws. There is no guarantee that any of such PRC Laws will not be changed, amended, replaced or revoked in the immediate future or in the longer term with or without retroactive effect.

 

5



 

(d)          Under relevant PRC laws and regulations, foreign investment is restricted in certain businesses. The interpretation and implementation of these laws and regulations, and their application to and effect on the legality, binding effect and enforceability of contracts and transactions are subject to the discretion of competent PRC legislative, administrative and judicial authorities.

 

(e)           This Opinion is limited to paragraph 1 to 4 above only.

 

This Opinion is intended to be used in the context which is specifically referred to herein and each paragraph should be looked at as a whole and no part should be extracted and referred to independently.

 

This Opinion is provided to the Company for the Offering by us in our capacity as the Company’ PRC legal adviser and may not be relied upon by any other persons or corporate entities or 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 further consent to the reference of our name in the Registration Statement.

 

/s/ King & Wood Mallesons

King & Wood Mallesons

 

6



 

SCHEDULE I

 

List of PRC Companies and Shareholding Information

 

No.

 

Full Name

 

Shareholder(s)

 

Percentage(s) of
Equity Interests
Owned

 

 

 

 

 

 

 

1.

 

Shanghai Qian Zhong Su Investment
Management Co., Ltd. (“ Qian Zhong
Su
”)

 

Yintech Enterprise HK

 

100%

 

 

 

 

 

 

 

2.

 

Tianjin Rong Jin Hui Yin Precious Metal
Management Co,, Ltd. (“ Rong Jin Hui
Yin
”)

 

Qian Zhong Su

 

100%

 

 

 

 

 

 

 

3.

 

Guangdong Jin Xiang Yin Rui Precious
Metal Management Co., Ltd. (“ Jin Xiang
Yin Rui
”)

 

Qian Zhong Su

 

100%

 

 

 

 

 

 

 

4.

 

Shanghai Yin Tian Xia Technology Co.,
Ltd. (“ Yin Tian Xia Technology ”)

 

Qian Zhong Su

 

100%

 

 

 

 

 

 

 

5.

 

Shanghai Yin Tian Xia Precious Metal
Products Co., Ltd. (“ Yin Tian Xia
Products
”)

 

Rong Jin Hui Yin

 

100%

 

 

 

 

 

 

 

6.

 

Shanghai Yin Tian Xia Financial and
Information Service Co., Ltd. (“ Yin Tian
Xia Information
”)

 

Yin Tian Xia Technology

 

100%

 

 

 

 

 

 

 

7.

 

Guangdong Sheng Ding Precious Metal
Management Co., Ltd. (“ Sheng Ding ”)

 

Qian Zhong Su

 

100%

 

 

 

 

 

 

 

8.

 

Shanghai Ke Chang Investment Consulting
Co., Ltd.(“ Ke Chang Investment ”)

 

Yin Tian Xia Technology

 

100%

 

7



 

9.

 

Shanghai Jin Dou Information Technology
Co., Ltd. (“ Jin Dou ”)

 

Qian Zhong Su

 

100%

 

 

 

 

 

 

 

10.

 

Shanghai Jin Yi Information Technology Co.,
Ltd. (“ Jin Yi ”)

 

Qian Zhong Su

 

100%

 

 

 

 

 

 

 

11.

 

Shanghai Zu Ding Culture Communication
Co., Ltd. (“ Zu Ding ”)

 

Qian Zhong Su

 

100%

12.

 

Shanghai Daxiang Pingtai Financial Information Services Co., Ltd. (“ Daxiang ”)

 

Qian Zhong Su

 

70%

 

8




Exhibit 99.3

 

 

4 April 2016

 

Dear Sirs,

 

Yintech Investment Holdings Limited (the “ Company ”)

 

We understand that the Company plans to file a registration statement on Form F-1 (together with any amendments thereto, the “ Registration Statement ”) in relation to the initial public offering of the Company with the United States Securities and Exchange Commission (the “ SEC ”), any documents in relation to the initial public offering or any other future filings with the SEC (the “ SEC Filings ”), including filings on Form 20-F or Form 6-K or other SEC filings.

 

We hereby consent, and confirm that we have not withdrawn our consent, to the issue of the Registration Statement with the inclusion therein of the references to our name and of information, data and statements from our report titled “Online Spot Commodity Trading in Mainland China” in the Registration Statement and the SEC Filings as mentioned above.

 

We hereby consent to our report and this letter being made available for public inspection. We also consent to the filing of this letter as an exhibit to the Registration Statement.

 

For and on behalf of

Euromonitor International Limited

 

 

By:

/s/ Euromonitor International Limited